Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by the Board), (ii) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you upon not less than 30 days' prior written notice for Good Reason. In the event of termination of the Employment Period pursuant to clauses (iii) or (iv) above and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following the date of such termination. Except as set forth in this paragraph 4, you shall not be entitled to any compensation or other payment from any current or future member, or affiliate of any such member, of the SMTC Group in connection with the termination of your employment. For purposes of this Agreement, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reduction.
Appears in 2 contracts
Sources: Employment Agreement (SMTC Corp), Employment Agreement (SMTC Corp)
Termination and Severance. The Employment Period (a) Subject to Section 7(f) regarding a Change of Control, this Agreement may be terminated by either party without cause on six (6) months written notice to the other party. Subject to Section 7(f) regarding a Change of Control, this Agreement may be terminated by the Company immediately for cause by written notice to me. For purposes of this Section 7, cause for termination shall terminate prior exist in the event of my dishonesty, chronic absenteeism, conviction of a felony, conviction of a misdemeanor involving moral turpitude, or material breach of this Agreement.
(b) To the maximum extent permitted by law, I hereby expressly authorize the Company in advance upon my termination to deduct from my final paycheck(s) and from my paid time off (PTO) check all amounts I owe the Company (including but not limited to repayment of advances, loans or any other obligations).
(c) Upon termination of employment, I will execute and comply with the Employee Termination Certificate attached hereto as Exhibit C, and deliver to the Company all notes, data, tapes, lists, reference materials, sketches, drawings, memoranda, records and other documents which are in my possession or control belonging to the Company or relating to its scheduled expiration date on the first to occur business.
(d) Termination of (i) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by the Boardthis Agreement will not relieve me from my obligations under Sections 1(b), 2 and 3 of this Agreement, which, by their respective terms, continue beyond the termination of this Agreement.
(iie) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you upon not less than 30 days' prior written notice for Good Reason. In the event of my death, this Agreement will terminate and all accrued and unpaid compensation and expenses, less all amounts I owe the Company (including but not limited to repayment of advances, loans or any other obligations), will be payable to my estate.
(f) Notwithstanding any other provision of this Agreement to the contrary, if the Company, with or without cause, terminates my employment or gives me notice of termination, or if I terminate my employment or give notice of termination by reason of a material breach by the Company of the Employment Period terms of this Agreement (including but not limited to the terms set forth on Exhibit A hereto), at any time during the twelve-month period following a Change of Control (as hereinafter defined), then I shall receive, in addition to any other compensation provided for in this Agreement, a lump-sum severance payment in an amount equal to the Gross Annual Salary, less any income, excise, employment or other tax withholdings which the Company is required by law to deduct therefrom.
(g) For purposes of this Agreement, a Change in Control shall mean the satisfaction of the conditions set forth in any one of the following paragraphs:
(i) any person (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") as modified and used in Sections 13(d) and 14(d) thereof, except that neither (A) the Company or any of its ------ subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to clauses an offering of such securities, nor (D) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company shall be included in such term) (a "Person") is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 25% or more of the combined voting power of the Company's then outstanding securities; or
(ii) during any period of up to two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of the Company (the "Board") and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) above and so long as you comply with of this paragraph) whose election by the restrictions set forth in paragraphs 5 and 6 below, Board or nomination for election by the Company shall continue to pay your base salary for Company's stockholders was approved by a vote of at least two years following the date of such termination. Except as set forth in this paragraph 4, you shall not be entitled to any compensation or other payment from any current or future member, or affiliate of any such member, thirds (2/3) of the SMTC Group directors then still in connection with office who either were directors at the termination of your employment. For purposes of this Agreement, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives beginning of the Boardperiod or whose election or nomination for election was previously so approved, (ii) cease for any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious reason to the property, operations, business or reputation of any member of the SMTC Group, or constitute a majority thereof; or
(iii) your material breach the shareholders of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you approve a merger or consolidation of the Company with any other corporation, other than (iiA) a reduction merger or consolidation which would result in your responsibilities and authority such that you no longer function as a Vice President the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, provided however, that if you do not terminate within 30 days after at least 75% of the combined voting power of the voting securities of the Company has provided you notice or such surviving entity outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of any such reduction the Company (or similar transaction) in responsibilities, which no Person acquires more than 50% of the combined voting power of the Company's then you shall be deemed to have waived your right to terminate outstanding securities; or
(iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for Good Reason based on such reductionthe sale or disposition by the Company of all or substantially all the Company's assets.
Appears in 2 contracts
Sources: Employment Agreement (GRC International Inc), Employment Agreement (GRC International Inc)
Termination and Severance. The Employment Period shall This position is for no set period or term and just as you have the right to resign your position at any time, for any reason, QRS reserves the right to terminate prior your employment at any time, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling you to its scheduled expiration date on severance and accelerated vesting under “Change of Control” below, you will become entitled to severance pay equal in the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first to occur of (i) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive payment occurring within ten days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by following the Board), (ii) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you upon not less than 30 days' prior written notice for Good Reason. In the event of termination of your employment and the Employment Period pursuant remaining three payments to clauses (iii) or (iv) above be made two, four and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years six months following the date of that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. Except as You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph 4paragraph, the Company may require you shall not be entitled to any compensation or other payment from any current or future member, or affiliate sign a written release in a form acceptable to the Company of any such member, of known and unknown claims by you against the SMTC Group in connection with the termination Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this Agreementagreement, (x) "CAUSE" termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (i1) your willful and repeated failure to comply perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Financial Officer the lawful directives material duties of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that your job after a written demand for such performance is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof delivered to you by the Company, Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (y2) "GOOD REASON" shall mean (i) the Company's a material breach by you of this Agreement that is not cured within 30 days after written notice thereof to your obligations under any confidential or proprietary information agreements with the Company by you or (ii) a reduction in of any of your responsibilities and authority such that you no longer function fiduciary or legal obligations as a Vice President director or officer of the Company, provided however(3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct m your part or (5) any unauthorized activity on your part that if creates a material conflict of interest between you do not terminate within 30 days after and the Company has after you have been provided you notice of any such reduction in responsibilities, then you shall be deemed a reasonable opportunity to have waived your right to terminate for Good Reason based on such reductionrefrain from that activity.
Appears in 2 contracts
Sources: Employment Agreement (QRS Corp), Transition Agreement (QRS Corp)
Termination and Severance. The Employment Period shall terminate (a) During the term of employment hereunder, your employment may be terminated as follows:
(i) At any time upon prior to its scheduled expiration date on written notice by the first to occur Company for any reason other than Cause (as defined below) or no reason ("Termination Without Cause").
(ii) At any time upon three (3) months prior written notice by you for any reason other than Good Reason (as defined below) or no reason.
(iii) Automatically in the event of (iA) your death or permanent disability (defined as B) your actual inability to perform normal duties the essential duties, responsibilities and functions of your position with the Company as a result of any mental or physical incapacity, even with reasonable accommodations for such disability or incapacity provided by the Company, which inability lasts (or is likely to last, based on competent medical evidence presented to the Board) for a continuous period of 90 consecutive days six (6) months or for a total longer. The reasoned and good faith judgment of 120 days in any two-year period the Board as to your mental or your prospective physical inability to perform shall be final so long as such duties for such period as determined in good faith by the Board), (ii) a vote of judgment is based on competent medical evidence presented to the Board directing such termination for Cause, (iii) a vote by you and by any physician or group of physicians engaged by you or the Board directing to advise the Board on such termination without Cause, or matters.
(iv) Immediately upon written notice by the Company if such termination is for Cause ("Termination for Cause").
(v) Immediately upon written notice by you upon not less than 30 days' prior written notice if such termination is for Good Reason. In .
(vi) At any time by mutual written agreement between you and the event of Company.
(b) Upon termination of your employment hereunder for any reason, all obligations of the Employment Period pursuant Company shall cease upon such termination, except the Company's obligations to clauses (iiii) or (iv) above and so long as you comply with pay the restrictions compensation set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following Section 2 hereof through the date of such termination. Except as , (ii) provide the benefits set forth in this paragraph 4Section 4 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth in Section 5(c) below. In the event that your employment is terminated by you without Good Reason or as a result of a Termination for Cause by the Company, you shall not be entitled to any bonus compensation or other payment from any current or future member, or affiliate of any such member, in respect of the SMTC Group in connection with the termination calendar year of your employment. For purposes termination.
(c) In the event that your employment is terminated for Good Reason or as a result of this Agreementa Termination Without Cause, you shall be entitled to receive an amount equal to twelve (x12) "CAUSE" shall mean months severance pay at the monthly rate of your then-current base salary, payable in twelve (12) equal monthly installments following such termination, unless increased pursuant to the terms of Section 5(f) below, if and only if (i) your willful you have executed and repeated failure delivered to the Company a mutual general release of all claims against you, on the one hand, and the Company and its directors, officers and affiliates, on the other hand, which general release shall be in the form of EXHIBIT A attached hereto, and (ii) subsequent to such termination, you shall not have (A) revoked or breached the provisions of such general release or breached or otherwise failed to comply with the lawful directives provisions of Sections 6, 7 or 8 of this letter agreement, or (B) applied for unemployment compensation chargeable to the BoardCompany during such severance period.
(d) For purposes hereof, the term "Cause" means the following: (i) the commission of fraud, theft or embezzlement by you in connection with your duties to the Company or any of its customers or other material business relations; (ii) any criminal act your conviction of (or act entry of dishonesty, disloyalty, misconduct a plea of guilty or moral turpitude by you that is injurious NOLO CONTENDERE to) a felony (other than minor traffic violations) (A) in connection with your duties to the property, operations, Company or any of its customers or other material business or reputation of any member of the SMTC Grouprelations, or (B) that materially and adversely effects your ability to continue in your position and fulfill your duties to the Company under applicable laws and regulations; (iii) your material breach of this Agreement that gross mismanagement demonstrably and materially injurious to the Company, which is not cured within 30 thirty (30) days after a written notice thereof demand is delivered to you by the CompanyBoard which identifies the grounds therefor; (iv) any material breach by you of the provisions of this letter agreement (including any breach by you of the provisions set forth in Sections 6, and (y7 or 8 hereof) "GOOD REASON" shall mean (i) the Company's or any other material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by any other agreement between or among you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do in either event which breach has not terminate been cured within 30 thirty (30) days after a written demand is delivered to you by the Company Board which identifies the grounds therefor. Any disagreement concerning whether there has provided been "Cause" for termination will be resolved by the Board in its sole discretion acting in good faith after providing you notice of any such reduction in responsibilities, then you shall be deemed an opportunity to have waived your right to terminate address the Board at a full meeting thereof regarding whether or not there has been "Cause" for Good Reason based on such reductiontermination.
Appears in 2 contracts
Sources: Employment Agreement (optionsXpress Holdings, Inc.), Employment Agreement (optionsXpress Holdings, Inc.)
Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on In the first to occur of event your employment hereunder is terminated (i) by the Company for Cause (defined below) or (ii) by you for any reason other than Good Reason (defined below), the Company shall have no further obligations to you except that you will be entitled to receive (x) any accrued but unpaid salary through your termination date and (y) any expense reimbursements owed you through the date of termination. In the event your employment hereunder is terminated (i) by the Company other than for Cause (including your death or permanent disability Disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by the Boardbelow)), (ii) a vote of the Board directing such termination by you for Cause, Good Reason or (iii) automatically as a vote result of the Board directing such termination without Cause, or (iv) termination by Company's providing notice to you upon not less than 30 days' prior written notice for Good Reason. In the event of termination that automatic extension of the Employment Period pursuant shall not occur, you will be entitled to clauses receive severance compensation equal to two (iii2) times your Base Salary in effect on the termination date, payable in arrears, in twenty-four (24) equal monthly installments commencing at the end of the calendar month in which the termination date occurs; PROVIDED, HOWEVER, that (A) in the event your employment should be terminated by the Company other than for Cause (including your death or Disability) within six months following a Change of Control (defined below) or (iv) above and so long as you comply with the restrictions set forth in paragraphs 5 and 6 belowanticipation of a Change of Control, the Company severance compensation referred to above shall continue to pay your base salary for two years following be paid in one lump sum on the date of such termination. Except , and (B) in the event your employment should be terminated by the Company as set forth in this paragraph 4a result of your Disability, you then the severance compensation referred to above shall not be entitled to any compensation or other payment from any current or future member, or affiliate reduced by the amount of any such member, of disability insurance proceeds actually paid to you or for your benefit during the SMTC Group said time period. As used in connection with the termination of your employment. For purposes of this Agreement, (x) the term "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASONCause" shall mean (i) the willful and continued failure by you to substantially perform your duties hereunder (other than any such willful or continued failure resulting from your incapacity due to physical or mental illness or physical injury), (ii) the willful engaging by you in misconduct which is materially injurious to the Company's , monetarily or otherwise, (iii) your conviction of a felony by a court of competent jurisdiction, (iv) the material breach of this Agreement that is not cured within 30 days after written notice thereof to any of the Company by you provisions hereof, or (iiv) a reduction in your responsibilities and authority such that you no longer function as a Vice President the material violation of any of the Company's policies, provided howeverrules or regulations from time to time in effect. As used in this Agreement, the term "Change of Control" shall have that if meaning set forth in the Key Energy Group, Inc. 1997 Incentive Plan. As used in this Agreement, the term "Disability" means total and permanent disability rendering you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reduction.unable
Appears in 1 contract
Termination and Severance. The Employment Period shall This position is for no set period or term and just as you have the right to resign your position at any time, for any reason, QRS reserves the right to terminate prior your employment at any time, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling you to its scheduled expiration date on severance and accelerated vesting under “Change of Control” below, you will become entitled to severance pay equal in the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first to occur of (i) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive payment occurring within ten days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by following the Board), (ii) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you upon not less than 30 days' prior written notice for Good Reason. In the event of termination of your employment and the Employment Period pursuant remaining three payments to clauses (iii) or (iv) above be made two, four and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years six months following the date of that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. Except as You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph 4paragraph, the Company may require you shall not be entitled to any compensation or other payment from any current or future member, or affiliate sign a written release in a form acceptable to the Company of any known and unknown claims by you against the Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such memberrelease and any time period during which you may revoke such release has lapsed. For purposed of this agreement, of termination “for cause” shall mean the SMTC Group in connection with the Company’s termination of your employment. For purposes employment for any of this Agreement, the following reasons: (x) "CAUSE" shall mean (i1) your willful and repeated failure to comply perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Technology Officer the lawful directives material duties of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that your job after a written demand for such performance is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof delivered to you by the Company, Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (y2) "GOOD REASON" shall mean (i) the Company's a material breach by you of this Agreement that is not cured within 30 days after written notice thereof to your obligations under any confidential or proprietary information agreements with the Company by you or (ii) a reduction in of any of your responsibilities and authority such that you no longer function fiduciary or legal obligations as a Vice President director or officer of the Company, provided however(3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct on your part or (5) any unauthorized activity on your part that if creates a material conflict of interest between you do not terminate within 30 days after and the Company has after you have been provided you notice of any such reduction in responsibilities, then you shall be deemed a reasonable opportunity to have waived your right to terminate for Good Reason based on such reductionrefrain from that activity.
Appears in 1 contract
Sources: Employment Agreement (QRS Corp)
Termination and Severance. The Employment Period shall terminate prior to If (a) XATA terminates Employee’s employment for any reason other than a Cause, or (b) Employee is terminated within six-months following a Change of Control, or (c) Employee terminates his employment for Good Cause, XATA, or its scheduled expiration date on the first to occur of successor entity shall:
(i) your death pay Employee as severance pay each month for twelve (12) consecutive months following his termination or permanent disability resignation his monthly base salary in effect at the time of separation, less customary withholdings, beginning one (defined as your actual inability to perform normal duties 1) month after termination, and;
(ii) reimbursement for outplacement services for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability six (6) months not to perform such duties for such period as determined in good faith by the Board)exceed $10,000.00, (ii) a vote of the Board directing such termination for Cause, and;
(iii) a vote if Employee timely elects to continue his group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the terms of the Board directing respective benefit plans, pay on Employee’s behalf the premiums for such coverage for the lesser of twelve (12) months or such time as Employee’s COBRA/continuation rights expire. Any other provision of this Agreement notwithstanding, XATA may terminate Employee’s employment without notice if the termination without is based on any of the following events that constitute Cause:
(a) Any conviction or nolo contendere plea by Employee to a felony or gross misdemeanor, or misdemeanor involving moral turpitude, or any public conduct by Employee that has or can reasonably be expected to have a detrimental effect on XATA; or
(ivb) termination Any fraud, misappropriations or embezzlement, breach of confidentiality, noncompetition, fiduciary duty or other obligation to Company, by you upon not less than 30 days' prior written notice for Good ReasonEmployee or intentional material damage to the property or business of XATA. In the event of a termination of the Employment Period pursuant to clauses (iii) or (iv) above for Cause, and so long as you comply with the restrictions set forth in paragraphs 5 and 6 belownot withstanding any contrary provision otherwise stated, the Company Employee shall continue to pay your receive only his base salary for two years following earned through the date of termination. XATA may, subject to applicable law, terminate this Agreement by giving Employee two (2) months notice if Employee, due to sickness or injury, is prevented from carrying out his essential job functions for a period of six (6) months or longer. In the event of such termination. Except as set forth in this paragraph 4, you Employee shall not receive only that compensation earned through the date of termination; provided, however, that Employee shall be entitled to any compensation all or other payment from any current or future member, or affiliate a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such memberplan or arrangement, as the Board shall in good faith determine. Employee’s employment and this Agreement will be deemed terminated upon the death of the SMTC Group in connection with Employee. In the event of such termination, Employee shall receive only compensation earned through the date of termination of your employment. For purposes of this Agreementprovided, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do not terminate within 30 days after the Company has provided you notice Employee shall be entitled to all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such reduction plan or arrangement, as the Board shall in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reductiongood faith determine.
Appears in 1 contract
Sources: Severance Agreement (Xata Corp /Mn/)
Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by the Board), (ii) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you for Good Reason (which termination shall in any event be upon not less than 30 days' prior written notice for Good Reasonnotice). In the event of termination of the Employment Period pursuant to clauses (iii) or (iv) above and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years Base Salary until the date which is one year following the date of such terminationtermination or until December 31, 2001, whichever is later. Except as set forth in this paragraph 4, you shall not be entitled to any compensation or other payment from the Company or any current or future member, or affiliate of any such member, of the SMTC Group in connection with the termination of your employment. For purposes of this Agreement, (x) "CAUSECause" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the CompanyCompany (provided, however, that the Company shall be required to allow only one such cure period in each twelve-month period), and (y) "GOOD REASONGood Reason" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Executive Vice President of the CompanyPresident, Pensar Corporation, provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilitiesresponsibilities (provided, however, that the Employee shall be required to allow only one such cure period in each twelve-month period), then you shall be deemed to have waived your right to terminate for Good Reason based on such reduction.. Pensar Employee Employment Agreement July 27, 2000
Appears in 1 contract
Sources: Employment Agreement (SMTC Corp)
Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) 30 days following written notice by you to the Company of your resignation (it being understood that you will continue to perform your services hereunder during such 30 day period), (ii) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such normal duties for such a period of 90 consecutive days as determined in good faith by the Boarda physician reasonably acceptable to both parties), (iiiii) a vote of the Board directing such termination for Cause, (iiiiv) a vote of the Board directing such termination without Cause, or (ivv) termination by you upon not less than 30 days' prior written notice for Good Reasonthe then-current scheduled expiration date of the Employment Period. In the event of termination of the Employment Period pursuant to clauses (iii) or clause (iv) above and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years a period of twelve months following the date of such termination or for the remainder of the Employment Period, whichever is less; provided, however, that the Company may in its sole discretion provide such severance compensation for a period of up to one year following such termination. Except ; and provided further, that such amounts shall be accelerated in the event that the Company defaults in making such payments for a period of 30 days except as otherwise set forth in this paragraph 44 or pursuant to the terms or employee benefit plans in which you participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment from any current or future member, or affiliate of any such member, the Company following termination of the SMTC Group in connection with the termination of your employmentEmployment Period. For purposes purpose of this Agreementagreement, (x) "CAUSECause" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious in any significant respect to the property, operations, business or reputation of any member of the SMTC GroupCompany, or (iii) your material breach of this Agreement agreement, or (iv) actions by you which, but for the provisions of clause (ii) of paragraph 6(a), would violate the provisions of such paragraph 6(a) and which are injurious in any significant respect to the property, operations, business or reputation of the Company (it being understood that is your mere involvement on behalf of Cacomm shall not cured within 30 days after written notice thereof in and of itself constitute an injury to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reductionreputation).
Appears in 1 contract
Termination and Severance. The Employment Period (a) Subject to Section 7(f) regarding a Change of Control, this Agreement may be terminated by either party without cause on six (6) months written notice to the other party. Subject to Section 7(f) regarding a Change of Control, this Agreement may be terminated by the Company immediately for cause by written notice to me. For purposes of this Section 7, cause for termination shall terminate prior exist in the event of my dishonesty, chronic absenteeism, conviction of a felony, conviction of a misdemeanor involving moral turpitude, or material breach of this Agreement.
(b) To the maximum extent permitted by law, I hereby expressly authorize the Company in advance upon my termination to deduct from my final paycheck(s) and from my paid time off (PTO) check all amounts I owe the Company (including but not limited to repayment of advances, loans or any other obligations).
(c) Upon termination of employment, I will execute and comply with the Employee Termination Certificate attached hereto as Exhibit C, and deliver to the Company all notes, data, tapes, lists, reference materials, sketches, drawings, memoranda, records and other documents which are in my possession or control belonging to the Company or relating to its scheduled expiration date on the first to occur business.
(d) Termination of (i) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by the Boardthis Agreement will not relieve me from my obligations under Sections 1(b), 2 and 3 of this Agreement, which, by their respective terms, continue beyond the termination of this Agreement.
(iie) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you upon not less than 30 days' prior written notice for Good Reason. In the event of my death, this Agreement will terminate and all accrued and unpaid compensation and expenses, less all amounts I owe the Company (including but not limited to repayment of advances, loans or any other obligations), will be payable to my estate.
(f) Notwithstanding any other provision of this Agreement to the contrary, at any time during the twelve-month period following a Change of Control (as hereinafter defined), (i) if the Company, with or without cause, terminates my employment or gives me notice of termination, or (ii) if I terminate my employment or give notice of termination by reason of a material breach by the Company of the Employment Period terms of this Agreement (including but not limited to the terms set forth on Exhibit A hereto), then I shall receive, in addition to any other compensation provided for in this Agreement, a lump-sum severance payment in an amount equal to the Gross Annual Salary, less any income, excise, employment or other tax withholdings which the Company is required by law to deduct therefrom.
(g) For purposes of this Agreement, a Change in Control shall mean the satisfaction of the conditions set forth in any one of the following paragraphs:
(i) any person (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") as modified and used in Sections 13(d) and 14(d) thereof, except that neither (A) the Company or any of ------ its subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to clauses an offering of such securities, nor (D) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company shall be included in such term) (a "Person") is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 25% or more of the combined voting power of the Company's then outstanding securities; or
(ii) during any period of up to two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of the Company (the "Board") and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) above and so long as you comply with of this paragraph) whose election by the restrictions set forth in paragraphs 5 and 6 below, Board or nomination for election by the Company shall continue to pay your base salary for Company's stockholders was approved by a vote of at least two years following the date of such termination. Except as set forth in this paragraph 4, you shall not be entitled to any compensation or other payment from any current or future member, or affiliate of any such member, thirds (2/3) of the SMTC Group directors then still in connection with office who either were directors at the termination of your employment. For purposes of this Agreement, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives beginning of the Boardperiod or whose election or nomination for election was previously so approved, (ii) cease for any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious reason to the property, operations, business or reputation of any member of the SMTC Group, or constitute a majority thereof; or
(iii) your material breach the shareholders of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you approve a merger or consolidation of the Company with any other corporation, other than (iiA) a reduction merger or consolidation which would result in your responsibilities and authority such that you no longer function as a Vice President the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, provided however, that if you do not terminate within 30 days after at least 75% of the combined voting power of the voting securities of the Company has provided you notice or such surviving entity outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of any such reduction the Company (or similar transaction) in responsibilities, which no Person acquires more than 50% of the combined voting power of the Company's then you shall be deemed to have waived your right to terminate outstanding securities; or
(iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for Good Reason based on such reductionthe sale or disposition by the Company of all or substantially all the Company's assets.
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate prior to If Employee is terminated within six-months following a Change of Control for any reason other than a Cause, XATA, or its scheduled expiration date on successor entity shall:
(a) pay Employee as severance pay each month for twelve (12) consecutive months following his termination or resignation his monthly base salary in effect at the first to occur time of separation, less customary withholdings, beginning one (i1) your death or permanent disability month after termination, and;
(defined as your actual inability to perform normal duties b) reimbursement for outplacement services for a period of 90 consecutive days or for a total six (6) months not to exceed $5,000.00, and;
(c) if Employee timely elects to continue his group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the terms of 120 days in any two-year period or your prospective inability to perform such duties the respective benefit plans, pay on Employee's behalf the same percentage of the premiums as previously contributed for such period coverage for the lesser of twelve (12) months or such time as determined in good faith by Employee's COBRA/continuation rights expire. Any other provision of this Agreement notwithstanding, XATA may terminate Employee's employment without notice if the Board), (ii) a vote termination is based on any of the Board directing such termination for following events that constitute Cause, :
(iiia) Any conviction or nolo contendere plea by Employee to a vote of the Board directing such termination without Causefelony or gross misdemeanor, or misdemeanor involving moral turpitude, or any public conduct by Employee that has or can reasonably be expected to have a detrimental effect on XATA; or
(ivb) termination Any fraud, misappropriations or embezzlement, breach of confidentiality, noncompetition, fiduciary duty or other obligation to Company, by you upon not less than 30 days' prior written notice for Good ReasonEmployee or intentional material damage to the property or business of XATA. In the event of a termination of the Employment Period pursuant to clauses (iii) or (iv) above for Cause, and so long as you comply with the restrictions set forth in paragraphs 5 and 6 belownot withstanding any contrary provision otherwise stated, the Company Employee shall continue to pay your receive only his base salary for two years following earned through the date of termination. XATA may, subject to applicable law, terminate this Agreement by giving Employee two (2) months notice if Employee, due to sickness or injury, is prevented from carrying out his essential job functions for a period of six (6) months or longer. In the event of such termination. Except as set forth in this paragraph 4, you Employee shall not receive only that compensation earned through the date of termination; provided, however, that Employee shall be entitled to any compensation all or other payment from any current or future member, or affiliate a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such memberplan or arrangement, as the Board shall in good faith determine. Employee's employment and this Agreement will be deemed terminated upon the death of the SMTC Group in connection with Employee. In the event of such termination, Employee shall receive only compensation earned through the date of termination of your employment. For purposes of this Agreementprovided, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do not terminate within 30 days after the Company has provided you notice Employee shall be entitled to all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such reduction plan or arrangement, as the Board shall in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reductiongood faith determine.
Appears in 1 contract
Sources: Severance Agreement (XRS Corp)
Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (ia) the then-current scheduled expiration date of the Employment Period, (b) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by the Board), (iic) a vote of termination for Cause (as defined below) by the Chief Executive Officer or the Board directing such termination for Cause, or (iiid) a vote of the Board directing such termination without Cause, Cause by the Chief Executive Officer or (iv) termination by you upon not less than 30 days' prior written notice for Good Reasonthe Board. In the event of termination of the Employment Period pursuant to clauses clause (iiid) or (iv) above and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, (i) the Company shall continue to pay your base salary for two years a period of nine months following the date of such terminationtermination or for the remainder of the Employment Period, whichever is greater, and (ii) you will receive the bonus, if any, you would have received if you had remained in the employment of the Company. Except as otherwise set forth in this paragraph 44 or pursuant to the terms of employee benefit plans in which you participate pursuant to paragraph 3 above, you shall not be entitled to any compensation or other payment from any current or future member, or affiliate of any such member, the Company following termination of the SMTC Group in connection with the termination of your employmentEmployment Period. For purposes purpose of this Agreement, (x) "CAUSECause" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Chief Executive Officer and/or the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious in any significant respect to the property, operations, business or reputation of any member of the SMTC GroupCompany, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reductionAgreement.
Appears in 1 contract
Sources: Employment Agreement (Renaissance Cosmetics Inc /De/)
Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by the Board), (ii) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you upon not less than 30 days' prior written notice for Good Reason. In the event of termination of the Employment Period pursuant to clauses (iii) or (iv) above and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following the date of such termination. Except as set forth in this paragraph 4, you shall not be entitled to any compensation or other payment from the Company or any current or future member, or affiliate of any such member, of the SMTC Group its affiliates in connection with the termination of your employment. For purposes of this Agreementagreement, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC GroupCompany, or (iii) your material breach of this Agreement agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement agreement that is not cured within 30 days after written notice thereof to the Company by you or you, (ii) a reduction in your responsibilities and authority such that you no longer function as a the Executive Vice President of Business Development for the Company, (iii) a change in the location of the Hi-Tech Manufacturing, Inc. facility where you regularly report for work, which change extends your commute to such facility by more than 25 miles going one way, or (iv) your removal from the Board, provided however, that (a) if you do not terminate within 30 days after the Company has provided you notice of any such a reduction in of your responsibilities, or (b) if you resign from the Board, then you shall be deemed to have waived your right to terminate for Good Reason based on such reductionaction.
Appears in 1 contract
Sources: Employment Agreement (SMTC Corp)
Termination and Severance. The Employment Period shall terminate (a) During the term of retention hereunder, your retention may be terminated as follows:
(i) At any time upon prior to its scheduled expiration date on written notice by the first to occur Company for any reason other than Cause (as defined below) or no reason ("Termination Without Cause").
(ii) At any time upon three (3) months prior written notice by you for any reason other than Good Reason (as defined below) or no reason.
(iii) Automatically in the event of (iA) your death or permanent disability (defined as B) your actual inability to perform normal duties the essential duties, responsibilities and functions of your position with the Company as a result of any mental or physical incapacity, even with reasonable accommodations for such disability or incapacity provided by the Company, which inability lasts (or is likely to last, based on competent medical evidence presented to the Board) for a continuous period of 90 consecutive days six (6) months or for a total longer. The reasoned and good faith judgment of 120 days in any two-year period the Board as to your mental or your prospective physical inability to perform shall be final so long as such duties for such period as determined in good faith by the Board), (ii) a vote of judgment is based on competent medical evidence presented to the Board directing such termination for Cause, (iii) a vote by you and by any physician or group of physicians engaged by you or the Board directing to advise the Board on such termination without Cause, or matters.
(iv) Immediately upon written notice by the Company if such termination is for Cause ("Termination for Cause").
(v) Immediately upon written notice by you upon not less than 30 days' prior written notice if such termination is for Good Reason. In .
(vi) At any time by mutual written agreement between you and the event of Company.
(b) Upon termination of your retention hereunder for any reason, all obligations of the Employment Period pursuant Company shall cease upon such termination, except the Company's obligations to clauses (iiii) or (iv) above and so long as you comply with pay the restrictions compensation set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following Section 2 hereof through the date of such termination. Except as , (ii) provide the benefits set forth in this paragraph 4Section 4 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth in Section 5(c) below. In the event that your retention is terminated by you without Good Reason or as a result of a Termination for Cause by the Company, you shall not be entitled to any bonus compensation or other payment from any current or future member, or affiliate of any such member, in respect of the SMTC Group in connection with the termination calendar year of your employment. For purposes termination.
(c) In the event that your retention is terminated for Good Reason or as a result of this Agreementa Termination Without Cause, you shall be entitled to receive an amount equal to twelve (x12) "CAUSE" shall mean months severance pay at the monthly rate of your then-current retainer, payable in twelve (12) equal monthly installments following such termination, unless increased pursuant to the terms of Section 5(f) below, if and only if (i) your willful you have executed and repeated failure delivered to the Company a mutual general release of all claims against you, on the one hand, and the Company and its other directors, officers and affiliates, on the other hand, which general release shall be in the form of EXHIBIT A attached hereto, and (ii) subsequent to such termination, you shall not have (A) revoked or breached the provisions of such general release or breached or otherwise failed to comply with the lawful directives provisions of Sections 6, 7 or 8 of this letter agreement, or (B) applied for unemployment compensation chargeable to the BoardCompany during such severance period.
(d) For purposes hereof, the term "Cause" means the following: (i) the commission of fraud, theft or embezzlement by you in connection with your duties to the Company or any of its customers or other material business relations; (ii) any criminal act your conviction of (or act entry of dishonesty, disloyalty, misconduct a plea of guilty or moral turpitude by you that is injurious NOLO CONTENDERE to) a felony (other than minor traffic violations) (A) in connection with your duties to the property, operations, Company or any of its customers or other material business or reputation of any member of the SMTC Grouprelations, or (B) that materially and adversely effects your ability to continue in your position and fulfill your duties to the Company under applicable laws and regulations; (iii) your material breach of this Agreement that gross mismanagement demonstrably and materially injurious to the Company, which is not cured within 30 thirty (30) days after a written notice thereof demand is delivered to you by the CompanyBoard which identifies the grounds therefor; (iv) any material breach by you of the provisions of this letter agreement (including any breach by you of the provisions set forth in Sections 6, and (y7 or 8 hereof) "GOOD REASON" shall mean (i) the Company's or any other material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by any other agreement between or among you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do in either event which breach has not terminate been cured within 30 thirty (30) days after a written demand is delivered to you by the Company Board which identifies the grounds therefor. Any disagreement concerning whether there has provided been "Cause" for termination will be resolved by the Board in its sole discretion acting in good faith after providing you notice of any such reduction in responsibilities, then you shall be deemed an opportunity to have waived your right to terminate address the Board at a full meeting thereof regarding whether or not there has been "Cause" for Good Reason based on such reductiontermination.
Appears in 1 contract
Sources: Retention Letter Agreement (optionsXpress Holdings, Inc.)
Termination and Severance. The Employment Period shall terminate a. During the term of employment hereunder, your employment may be terminated as follows:
i. At any time upon prior to its scheduled expiration date on written notice by the first to occur Company for any reason other than Cause (as defined below) or no reason (“Termination Without Cause”).
ii. At any time upon four (4) months’ prior written notice by you for any reason other than Good Reason (as defined below) or no reason.
iii. Automatically in the event of (iA) your death or permanent disability (defined as B) your actual inability to perform normal duties the essential duties, responsibilities and functions of your position with the Company as a result of any mental or physical incapacity, even with reasonable accommodations for such disability or incapacity provided by the Company, which inability lasts (or is likely to last, based on competent medical evidence presented to the Board) for a continuous period of 90 consecutive days six (6) months or for a total longer. The reasoned and good faith judgment of 120 days in any two-year period the Board as to your mental or your prospective physical inability to perform shall be final so long as such duties for judgment is based on competent medical evidence presented to the Board by you and by any physician or group of physicians engaged by you or the Board to advise the Board on such period as determined in good faith matters.
iv. Immediately upon written notice by the Board), (ii) a vote of the Board directing Company if such termination is for Cause (“Termination for Cause, (iii) a vote of the Board directing ”).
v. Immediately upon written notice by you if such termination without Cause, or (iv) termination by you upon not less than 30 days' prior written notice is for Good Reason.
vi. In At any time by mutual written agreement between you and the event of Company.
b. Upon termination of your employment hereunder for any reason, all obligations of the Employment Period pursuant Company shall cease upon such termination, except the Company’s obligations to clauses (iiii) or (iv) above and so long as you comply with pay the restrictions compensation set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following Section 2 hereof through the date of such termination. Except as , (ii) provide the benefits set forth in this paragraph 4Section 4 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth Section 5(c) and Section 5(d) below. In the event that your employment is terminated by you without Good Reason or as a result of a Termination for Cause by the Company, you shall not be entitled to any bonus compensation in respect of the calendar year of your termination.
c. In the event that your employment is terminated for Good Reason or as a result of a Termination Without Cause, if and only if (i) you have executed and delivered to the Company a mutual general release of all claims against you, on the one hand, and the Company and its directors, officers and affiliates, on the other payment from any current hand, which general release shall be in accordance with the standard form of release required by the Company for other terminated employees as a condition for severance payment, and (ii) subsequent to such termination, you shall not have (A) revoked or future memberbreached the provisions of such general release or breached or otherwise failed to comply with the provisions of Sections 6, 7 or 8 of this letter agreement, or affiliate (B) applied for unemployment compensation chargeable to the Company during such severance period, you shall be entitled to receive the following:
i. an amount equal to twelve (12) months’ severance pay at the monthly rate of any your then-current base salary, payable in twelve (12) equal monthly installments following such membertermination;
ii. bonus for the prior year, if any, that the Company has declared that you have earned but which has not yet been paid;
iii. the average annual bonus (including the cash and equity component of such annual bonus) earned by you for the two most recently completed fiscal years of the SMTC Group in connection Company (it being understood that if you are terminated after the end of a fiscal year but before the date on which bonuses for such year have been paid to senior executives of the Company, your average bonus shall be calculated using the two fiscal years immediately preceding such year) (“Average Bonus”); and
iv. continued medical coverage at active employee rates for a 12-month period.
d. In the event that your employment is terminated by reason of your death or Disability, we shall pay to you (or your personal representative as the case may be): (i) the amount of your Base Salary and expenses accrued with respect to the period prior to the date of termination of your employment. For purposes of this Agreement, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, extent not previously paid; (ii) any criminal act or act of dishonestybonus for the prior year, disloyaltyif any, misconduct or moral turpitude by that we have declared that you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or have earned but which has not yet paid; (iii) a lump sum cash payment equal to the your material breach annual bonus (including the cash and equity component of this Agreement that such annual bonus) from the prior year based on the number of days of the current year you have been employed by the Company and the denominator of which is not cured within 30 days after written notice thereof 365; (iv) continued medical coverage at active-employee rates for two years or, if earlier, until you receive subsequent employer-provided coverage; and (v) the amount of any benefits as are payable to you (or your personal representative) by reason of such death or disability under the terms of any employee plan or insurance program maintained by the CompanyCompany and in which you were a participant.
e. For purposes hereof, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to term “Cause” means the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reduction.following:
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by the Board), (ii) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you upon not less than 30 days' prior written notice for Good Reason. In the event of termination of the Employment Period pursuant to clauses (iii) or (iv) above and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following the date of such termination. Except as set forth in this paragraph 4, you shall not be entitled to any compensation or other payment from any current or future member, or affiliate of any such member, of the SMTC Group in connection with the termination of your employment. For purposes of this Agreement, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice the President and Chief Executive Officer of the CompanyCompany and the members of the SMTC Group or are required to report to any person other than the Board, provided however, that (a) if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, or (b) if, in your capacity as a director of any member of the SMTC Group, you vote to appoint someone else to serve as President or Chief Executive Officer of any member of the SMTC Group, then you shall be deemed to have waived your right to terminate for Good Reason based on such reduction.
Appears in 1 contract
Sources: Employment Agreement (SMTC Corp)
Termination and Severance. The Employment Period shall terminate (a) During the term of employment hereunder, your employment may be terminated as follows:
(i) At any time upon prior to its scheduled expiration date on written notice by the first to occur Company for any reason other than Cause (as defined below) or for no reason (“Termination Without Cause”).
(ii) At any time upon three (3) months’ prior written notice by you for any reason other than Good Reason (as defined below) or for no reason.
(iii) Automatically in the event of (iA) your death or permanent disability (defined as B) your actual inability to perform normal duties the essential duties, responsibilities and functions of your position with the Company as a result of any mental or physical incapacity, even with reasonable accommodations for such disability or incapacity provided by the Company, which inability lasts (or is likely to last, based on competent medical evidence presented to the Board) for a continuous period of 90 consecutive days six (6) months or for a total longer. The reasoned and good faith judgment of 120 days in any two-year period the Board as to your mental or your prospective physical inability to perform shall be final so long as such duties for such period as determined in good faith by the Board), (ii) a vote of judgment is based on competent medical evidence presented to the Board directing such termination for Cause, (iii) a vote by you and by any physician or group of physicians engaged by you or the Board directing to advise the Board on such termination without Cause, or matters.
(iv) Immediately upon written notice by the Company if such termination is for Cause (“Termination for Cause”).
(v) Immediately upon written notice by you upon not less than 30 days' prior written notice if such termination is for Good Reason. In .
(vi) At any time by mutual written agreement between you and the event of Company.
(b) Upon termination of your employment hereunder for any reason, all obligations of the Employment Period pursuant Company shall cease upon such termination, except the Company’s obligations to clauses (iiii) or (iv) above and so long as you comply with pay the restrictions compensation set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following Section 2 hereof through the date of such termination. Except as , (ii) provide the benefits set forth in this paragraph 4Section 4 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth in Section 5(c) or Section 5(f) below. Except with respect to a termination of employment described in Section 5(c) or Section 5(f), in the event that your employment is terminated by you without Good Reason or as a result of a Termination for Cause by the Company, you shall not be entitled to any bonus compensation or other payment from any current or future member, or affiliate of any such member, in respect of the SMTC Group in connection calendar year of your termination.
(c) Except with the respect to a termination of employment described in Section 5(f), in the event that your employment. For purposes employment is terminated for Good Reason or as a result of this Agreementa Termination Without Cause (a “Qualifying Termination”), (x) "CAUSE" you shall mean be entitled to (i) an amount equal to twelve (12) months’ severance pay at the monthly rate of your willful and repeated failure to comply then-current Base Salary, payable in twelve (12) equal monthly installments commencing with the lawful directives first month after your date of the Boardtermination, (ii) any criminal act or act continued medical coverage for twelve (12) months following your date of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious termination on the same terms and conditions (including cost sharing) made available to the property, operations, business or reputation of any member senior executives of the SMTC GroupCompany; PROVIDED THAT such coverage shall terminate if you become eligible for employer-provided medical coverage during such twelve (12) month period, or (iii) immediate vesting of an amount equal to 50% of the Applicable Percentage (as defined below) of your material breach of this Agreement that is not cured within 30 days after written notice thereof to you outstanding unvested options, stock appreciation rights, restricted stock, deferred stock or other similar equity awards granted by the Company, with all outstanding options and stock appreciation rights being exerciseable under the earlier of the expiration of the original term of such awards or for three (3) months following your date of termination, (iv) a pro rata bonus (the “Pro Rata Bonus”) for the year in which your termination occurs equal to the bonus the Company determines in good faith you would have received if your employment had not terminated (the determination of which shall be based upon your target bonus as of your date of termination and the bonus payouts (as a percentage of target bonus) to other senior executives of the Company for the year of termination) multiplied by a fraction, the numerator of which is the number of days in the calendar year preceding your date of termination and the denominator of which is 365 and (yv) "GOOD REASON" an aggregate amount (the “Termination Bonus”) equal to the product of (A) your target bonus in effect as of the Qualifying Termination and (B) the Applicable Percentage. “Applicable Percentage” means an amount, expressed as a percentage, equal to (1) the sum of (a) the percentage of your target bonus that you earned for the immediately preceding completed fiscal year multiplied by three, (b) the percentage of your target bonus that you earned for the completed fiscal year immediately preceding the fiscal year described in (a) above multiplied by two, and (c) the percentage of your target bonus that you earned for the completed fiscal year immediately preceding the fiscal year described in (b) above multiplied by one, divided by (2) six. If you were not employed by the Company during any such period or did not receive a bonus for any such period, such period shall mean be counted as zero for purposes of this calculation, but the denominator shall still be counted as six. The Pro Rata Bonus shall be paid at such time as bonuses are paid to the other senior executives and the Termination Bonus shall be paid in 12 equal monthly installments in accordance with the provisions of clause (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company), provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reductionabove.
Appears in 1 contract
Sources: Employment Agreement (optionsXpress Holdings, Inc.)
Termination and Severance. The Employment Period shall terminate prior to If (a) XATA terminates Employee’s employment for any reason other than a Cause, or (b) Employee is terminated within six-months following a Change of Control, or (c) Employee terminates his employment for Good Cause, XATA, or its scheduled expiration date on the first to occur of successor entity shall:
(i) your death pay Employee as severance pay each month for twelve (12) consecutive months following his termination or permanent disability resignation his monthly base salary in effect at the time of separation, less customary withholdings, beginning one (defined 1) month after termination, and;
(ii) pay all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such plan or arrangement, as your actual inability to perform normal duties the Company shall in good faith determine, and
(iii) reimbursement for outplacement services for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability six (6) months not to perform such duties for such period as determined in good faith by the Board)exceed $10,000.00, (ii) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or and;
(iv) if Employee timely elects to continue his group health and dental insurance coverage pursuant to applicable COBRA/continuation law and the terms of the respective benefit plans, pay on Employee’s behalf the premiums for such coverage for the lesser of twelve (12) months or such time as Employee’s COBRA/continuation rights expire. Any other provision of this Agreement notwithstanding, XATA may terminate Employee’s employment without notice if the termination is based on any of the following events that constitute Cause:
(a) Any conviction or nolo contendere plea by you upon not less than 30 days' prior written notice for Good ReasonEmployee to a felony or gross misdemeanor, or misdemeanor involving moral turpitude, or any public conduct by Employee that has or can reasonably be expected to have a detrimental effect on XATA; or
(b) Any fraud, misappropriations or embezzlement, breach of confidentiality, noncompetition, fiduciary duty or other obligation to Company, by Employee or intentional material damage to the property or business of XATA. In the event of a termination of the Employment Period pursuant to clauses (iii) or (iv) above for Cause, and so long as you comply with the restrictions set forth in paragraphs 5 and 6 belownot withstanding any contrary provision otherwise stated, the Company Employee shall continue to pay your receive only his base salary for two years following earned through the date of termination. XATA may, subject to applicable law, terminate this Agreement by giving Employee two (2) months notice if Employee, due to sickness or injury, is prevented from carrying out his essential job functions for a period of six (6) months or longer. In the event of such termination. Except as set forth in this paragraph 4, you Employee shall not receive only that compensation earned through the date of termination; provided, however, that Employee shall be entitled to any compensation all or other payment from any current or future member, or affiliate a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such memberplan or arrangement, as the Board shall in good faith determine. Employee’s employment and this Agreement will be deemed terminated upon the death of the SMTC Group in connection with Employee. In the event of such termination, Employee shall receive only compensation earned through the date of termination of your employment. For purposes of this Agreementprovided, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do not terminate within 30 days after the Company has provided you notice Employee shall be entitled to all or a portion of any bonus due Employee pursuant to any bonus plan or arrangement established prior to termination, to the extent earned or performed based upon the requirements or criteria of such reduction plan or arrangement, as the Board shall in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reductiongood faith determine.
Appears in 1 contract
Sources: Severance Agreement (Xata Corp /Mn/)
Termination and Severance. The Employment Period shall terminate (a) During the term of employment hereunder, your employment may be terminated as follows:
(i) At any time upon prior to its scheduled expiration date on written notice by the first to occur Company for any reason other than Cause (as defined below) or for no reason (“Termination Without Cause”).
(ii) At any time upon three (3) months’ prior written notice by you for any reason other than Good Reason (as defined below) or for no reason.
(iii) Automatically in the event of (iA) your death or permanent disability (defined as B) your actual inability to perform normal duties the essential duties, responsibilities and functions of your position with the Company as a result of any mental or physical incapacity, even with reasonable accommodations for such disability or incapacity provided by the Company, which inability lasts (or is likely to last, based on competent medical evidence presented to the Board) for a continuous period of 90 consecutive days six (6) months or for a total longer. The reasoned and good faith judgment of 120 days in any two-year period the Board as to your mental or your prospective physical inability to perform shall be final so long as such duties for such period as determined in good faith by the Board), (ii) a vote of judgment is based on competent medical evidence presented to the Board directing such termination for Cause, (iii) a vote by you and by any physician or group of physicians engaged by you or the Board directing to advise the Board on such termination without Cause, or matters.
(iv) Immediately upon written notice by the Company if such termination is for Cause (“Termination for Cause”).
(v) Immediately upon written notice by you upon not less than 30 days' prior written notice if such termination is for Good Reason. In .
(vi) At any time by mutual written agreement between you and the event of Company.
(b) Upon termination of your employment hereunder for any reason, all obligations of the Employment Period pursuant Company shall cease upon such termination, except the Company’s obligations to clauses (iiii) or (iv) above and so long as you comply with pay the restrictions compensation set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following Section 2 hereof through the date of such termination. Except as , (ii) provide the benefits set forth in this paragraph 4Section 4 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth in Section 5(c) or Section 5(g) below. Except with respect to a termination of employment described in Section 5(c) or Section 5(g), in the event that your employment is terminated by you without Good Reason or as a result of a Termination for Cause by the Company, you shall not be entitled to any bonus compensation or other payment from any current or future member, or affiliate of any such member, in respect of the SMTC Group in connection calendar year of your termination.
(c) Except with the respect to a termination of employment described in Section 5(g), in the event that your employment. For purposes employment is terminated for Good Reason or as a result of this Agreementa Termination Without Cause (a “Qualifying Termination”), (x) "CAUSE" you shall mean be entitled to (i) an amount equal to twelve (12) months’ severance pay at the monthly rate of your willful and repeated failure to comply then-current Base Salary, payable in twelve (12) equal monthly installments commencing with the lawful directives first month after your date of the Boardtermination, (ii) any criminal act or act continued medical coverage for twelve (12) months following your date of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious termination on the same terms and conditions (including cost sharing) made available to the property, operations, business or reputation of any member senior executives of the SMTC GroupCompany; PROVIDED THAT such coverage shall terminate if you become eligible for employer-provided medical coverage during such twelve (12) month period, or (iii) immediate vesting of an amount equal to 50% of the Applicable Percentage (as defined below) of your material breach of this Agreement that is not cured within 30 days after written notice thereof to you outstanding unvested options, stock appreciation rights, restricted stock, deferred stock or other similar equity awards granted by the Company, with all outstanding options and stock appreciation rights being exerciseable under the earlier of the expiration of the original term of such awards or for three (3) months following your date of termination, (iv) a pro rata bonus (the “Pro Rata Bonus”) for the year in which your termination occurs equal to the bonus the Company determines in good faith you would have received if your employment had not terminated (the determination of which shall be based upon your target bonus as of your date of termination and the bonus payouts (as a percentage of target bonus) to other senior executives of the Company for the year of termination) multiplied by a fraction, the numerator of which is the number of days in the calendar year preceding your date of termination and the denominator of which is 365 and (yv) "GOOD REASON" an aggregate amount (the “Termination Bonus”) equal to the product of (A) your target bonus in effect as of the Change in Control and (B) the Applicable Percentage. “Applicable Percentage” means an amount, expressed as a percentage, equal to (1) the sum of (a) the percentage of your target bonus that you earned for the immediately preceding completed fiscal year multiplied by three, (b) the percentage of your target bonus that you earned for the completed fiscal year immediately preceding the fiscal year described in (a) above multiplied by two, and (c) the percentage of your target bonus that you earned for the completed fiscal year immediately preceding the fiscal year described in (b) above multiplied by one, divided by (2) six. If you were not employed by the Company during any such period or did not receive a bonus for any such period, such period shall mean be counted as zero for purposes of this calculation, but the denominator shall still be counted as six. The Pro Rata Bonus shall be paid at such time as bonuses are paid to other senior executives and the Termination Bonus shall be paid in 12 equal monthly installments in accordance with the provisions of clause (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company), provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reductionabove.
Appears in 1 contract
Sources: Employment Agreement (optionsXpress Holdings, Inc.)
Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 20 consecutive days or for a total of 120 30 days in any two-one- year period or your prospective inability to perform such duties for such period as determined in good faith by the Board), (ii) a vote of the Board directing such termination for Cause, or (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you upon not less than 30 days' prior written notice for Good Reason. In the event of termination of (a) the Employment Period is terminated pursuant to clauses clause (iii) above or (ivb) above the Company gives you a Non-Renewal Notice, and so long as you comply and in consideration of your compliance with the restrictions set forth in paragraphs 5 and 6 below, the Company shall (i) continue to pay your base salary for two years six months following the date of such terminationtermination or the expiration of the Employment Period, as applicable, and (ii) pay you in cash for any vacation days that shall have accrued and shall not have been taken by you during the fiscal year of the Company in which the Employment Period is so terminated or the Company gives you such Non-Renewal Notice, which number of vacation days shall be determined as of the date of such termination or the expiration of the Employment Period, as applicable. Except as set forth in this paragraph 4, you shall not be entitled to any compensation or other payment from the Company or any current or future member, or affiliate of any such member, of the SMTC Group its affiliates in connection with the termination of your employment. For purposes of this Agreementagreement, (x) "CAUSECause" shall mean (i) your willful and repeated failure to comply with the lawful directives of the CEO or the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC GroupCompany, (iii) your failure to perform, or material negligence in the performance of, your duties and responsibilities to the Company, or (iiiiv) your material breach of this Agreement agreement that is not cured within 30 5 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reduction.
Appears in 1 contract
Sources: Employment Agreement (SMTC Corp)
Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on In the first to occur of event your employment hereunder is terminated (i) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by the Board), Company for Cause or (ii) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you upon not less than 30 days' prior written notice for Good Reasonany reason, the Company shall have no further obligations to you except that you will be entitled to receive (x) any accrued but unpaid salary through your termination date and (y) any expense reimbursements owed you through the date of termination. In the event your employment hereunder is terminated (i) by the Company other than for Cause (including your death or Disability) or (ii) automatically as a result of termination the Company's providing notice to you that automatic extension of the Employment Period pursuant shall not occur, you will be entitled to clauses receive severance compensation equal to one (iii1) times your Base Salary in effect on the termination date, payable in arrears, in twelve (12) equal monthly installments commencing at the end of the calendar month in which the termination date occurs; provided, however, that (A) in the event your employment should be terminated by the Company other than for Cause within six months following a Change in Control (defined below) or (iv) above and so long as you comply with the restrictions set forth in paragraphs 5 and 6 belowanticipation of a Change in Control, the Company severance compensation referred to above shall continue to pay your base salary for two years following be paid in one lump sum on the date of such termination. Except , (B) in the event your employment should be terminated by the Company as set forth in this paragraph 4a result of your Disability, you then the severance compensation referred to above shall not be entitled to any compensation or other payment from any current or future member, or affiliate reduced by the amount of any such member, of disability insurance proceeds actually paid to you or for your benefit during the SMTC Group said time period. As used in connection with the termination of your employment. For purposes of this Agreement, (x) the term "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASONCause" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company willful and continued failure by you to substantially perform your duties hereunder (other than any such willful or continued failure resulting from your incapacity due to physical or mental illness or physical injury), (ii) the willful engaging by you in misconduct which is injurious to the Company, monetarily or otherwise, (iii) your conviction of a reduction in your responsibilities and authority such that felony by a court of competent jurisdiction, (iv) the breach of any of the provisions hereof, or (v) the violation by you no longer function as a Vice President of any of the Company's policies, provided howeverrules or regulations from time to time in effect. As used in this Agreement, the term "Change in Control" shall have that if meaning set forth in the Key Energy Group, Inc. 1997 Incentive Plan. As used in this Agreement, the term "Disability" means total and permanent disability rendering you do not terminate within 30 days after the Company has provided you notice unable to perform your obligations and duties hereunder by reasons of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reductionphysical or mental illness or injury.
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) ninety (90) days following written notice by you to the Company of your death or permanent disability resignation without Good Reason, (defined as your actual inability it being understood that you will continue to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform services hereunder during such duties for such period as determined in good faith by the Boardninety (90) day period), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (iiiv) a vote of the Board of the Company directing such termination without Cause, or (ivvi) termination by the third (3rd) anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one- year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you upon not less than 30 days' prior shall give written notice for Good Reasonto the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clauses clause (iiiii) or (ivv) above and so long as you comply with the restrictions set forth in paragraphs 5 and 6 belowabove, the Company shall continue pay to pay you an amount equal to your base salary for two years Annual Base Salary as in effect immediately prior to the termination of the Employment Period, such amount to be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination (the date “Severance Benefit”). Notwithstanding the preceding sentence, the Severance Benefit shall be computed as an amount equal to one hundred fifty percent (150%) of your Annual Base Salary as in effect immediately prior to the termination of the Employment Period and shall be paid periodically in accordance with the Company’s regular payroll practices over the twelve (12) month period immediately following such termination, solely in a circumstance in which there has occurred a Change of Control (as defined in the Option Agreement between the parties) within three (3) months prior to such termination. Notwithstanding anything in this Agreement to the contrary, in the event that payment of the Severance Benefit, either alone or together with other payments (or the value of other benefits) which you have the right to receive from the Company in connection with a change of control, would not be deductible (in whole or in part) by the Company as a result of the Severance Benefit or other payments or benefits constituting a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefit (or, at your election, such other payments and/or benefits, or a combination of such other payments and/or benefits and/or the Severance Benefit) shall be reduced to the largest amount as will result in no portion of the Severance Benefit (or such other payments and/or benefits) not being fully deductible by the Company as a result of Section 280G of the Code. The determination of the amount of any such required reduction pursuant to the foregoing provision, and the valuation of any non-cash benefits for purposes of such determination, shall be made exclusively by the firm that was acting as the Company’s auditors prior to the change in control (whose fees and expenses shall be borne by the Company, and such determination shall be conclusive and binding). Except as otherwise set forth in this paragraph 4Section 4 or pursuant to the terms of employee benefit plans in which you participate pursuant to Section 3, you shall not be entitled to any compensation or other payment from any current or future member, or affiliate of any such member, of the SMTC Group Company in connection with the termination or expiration of your employmentemployment hereunder. For purposes In addition to the Severance Benefit, under circumstances in which the Severance Benefit is payable, you shall also remain eligible to receive benefits under the Company’s benefit plans for one year following the termination of this Agreement, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply employment with the lawful directives Company. In the case of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you benefit plans that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do not terminate within 30 days after the Company has provided you notice of any permit such reduction continued participation, in responsibilities, then lieu thereof you shall be deemed entitled to have waived your right receive a cash payment from the Company sufficient to terminate enable you to purchase comparable benefits for Good Reason based on such reductionthe applicable period.
Appears in 1 contract
Termination and Severance. The Employment Period shall This position is for no set period or term and just as you have the right to resign your position at any time, for any reason, QRS reserves the right to terminate prior your employment at any time, with or without good cause, with or without advance notice. If the Company terminates your employment without cause within twelve (12) months after the date of this letter under circumstances not entitling you to its scheduled expiration date on severance and accelerated vesting under “Change of Control” below, you will become entitled to severance pay equal in the aggregate to six months of your total annual targeted compensation at the level in effect at the time of your termination. Such severance pay will be made in four equal installments with the first to occur of (i) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive payment occurring within ten days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by following the Board), (ii) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you upon not less than 30 days' prior written notice for Good Reason. In the event of termination of your employment and the Employment Period pursuant remaining three payments to clauses (iii) or (iv) above be made two, four and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years six months following the date of that the Company terminates your employment. All such payments will be subject to applicable deductions and withholding taxes. The Company will also make COBRA payments on your behalf for six (6) months following your termination. Except as You shall receive no severance benefits under this paragraph if the Company terminates your employment for cause or you voluntarily resign your position. As a condition of receiving the severance benefits set forth in this paragraph 4paragraph, the Company may require you shall not be entitled to any compensation or other payment from any current or future member, or affiliate sign a written release in a form acceptable to the Company of any such member, of known and unknown claims by you against the SMTC Group in connection with the termination Company arising out of your employment, excluding any claims for indemnification against claims made by third parties, in which case no payment will be made to you under this paragraph until you have executed such release and any time period during which you may revoke such release has lapsed. For purposes of this Agreementagreement, (x) "CAUSE" termination “for cause” shall mean the Company’s termination of your employment for any of the following reasons: (i1) your willful and repeated failure to comply perform in a diligent or competent fashion consistent with your position as Senior Vice President and Chief Technology Officer the lawful directives material duties of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that your job after a written demand for such performance is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof delivered to you by the Company, Company that identifies the manner in which you have not substantially performed those duties and that provides a reasonable period for you to cure those deficiencies; (y2) "GOOD REASON" shall mean (i) the Company's a material breach by you of this Agreement that is not cured within 30 days after written notice thereof to your obligations under any confidential or proprietary information agreements with the Company by you or (ii) a reduction in of any of your responsibilities and authority such that you no longer function fiduciary or legal obligations as a Vice President director or officer of the Company, provided however(3) your failure to follow in a material respect Company policies or directives applicable to your position, (4) any willful misconduct on your part or (5) any unauthorized activity on your part that if creates a material conflict of interest between you do not terminate within 30 days after and the Company has after you have been provided you notice of any such reduction in responsibilities, then you shall be deemed a reasonable opportunity to have waived your right to terminate for Good Reason based on such reductionrefrain from that activity.
Appears in 1 contract
Sources: Employment Agreement (QRS Corp)
Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) 30 days following written notice by you to the Company of your resignation (it being understood that you will continue to perform your services hereunder during such 30 day period), (ii) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such normal duties for such a period of 90 consecutive days as determined in good faith by the Boarda physician reasonably acceptable to both parties), (iiiii) a vote of the Board directing such termination for Cause, (iiiiv) a vote of the Board directing such termination without Cause, or (ivv) termination by you upon not less than 30 days' prior written notice for Good Reasonthe then-current scheduled expiration date of the Employment Period. In the event of termination of the Employment Period pursuant to clauses (iii) or clause (iv) above and so long as you comply with the restrictions set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years a period of twelve months following the date of such termination or for the remainder of the Employment Period, whichever is less; provided, however, that the Company may in its sole discretion provide such severance compensation for a period of up to one year following such termination; and provided further, that such amounts shall be accelerated in the event that the Company defaults in making such payments for a period of 30 days. Except as otherwise set forth in this paragraph 44 or pursuant to the terms of employee benefit plans in which you participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment from any current or future member, or affiliate of any such member, the Company following termination of the SMTC Group in connection with the termination of your employmentEmployment Period. For purposes purpose of this Agreementagreement, (x) "CAUSECause" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious in any significant respect to the property, operations, business or reputation of any member of the SMTC GroupCompany, or (iii) your material breach of this Agreement agreement, or (iv) actions by you which, but for the provisions of clause (ii) of paragraph 6(a), would violate the provisions of such paragraph 6(a) and which are injurious in any significant respect to the property, operations, business or reputation of the Company (it being understood that is your mere involvement on behalf of Cacomm shall not cured within 30 days after written notice thereof in and of itself constitute an injury to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reductionreputation).
Appears in 1 contract
Termination and Severance. The Employment Period (a) Subject to Section 7(f) regarding a Change of Control, this Agreement may be terminated by either party without cause on six (6) months written notice to the other party. Subject to Section 7(f) regarding a Change of Control, this Agreement may be terminated by the Company immediately for cause by written notice to me. For purposes of this Section 7, cause for termination shall terminate prior exist in the event of my dishonesty, chronic absenteeism, conviction of a felony, conviction of a misdemeanor involving moral turpitude, or material breach of this Agreement.
(b) To the maximum extent permitted by law, I hereby expressly authorize the Company in advance upon my termination to deduct from my final paycheck(s) and from my paid time off (PTO) check all amounts I owe the Company (including but not limited to repayment of advances, loans or any other obligations).
(c) Upon termination of employment, I will execute and comply with the Employee Termination Certificate attached hereto as Exhibit C, and deliver to the Company all notes, data, tapes, lists, reference materials, sketches, drawings, memoranda, records and other documents which are in my possession or control belonging to the Company or relating to its scheduled expiration date on the first to occur business.
(d) Termination of (i) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by the Boardthis Agreement will not relieve me from my obligations under Sections 1(b), 2 and 3 of this Agreement, which, by their respective terms, continue beyond the termination of this Agreement.
(iie) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you upon not less than 30 days' prior written notice for Good Reason. In the event of my death, this Agreement will terminate and all accrued and unpaid compensation and expenses, less all amounts I owe the Company (including but not limited to repayment of advances, loans or any other obligations), will be payable to my estate.
(f) Notwithstanding any other provision of this Agreement to the contrary, at any time during the twelve-month period following a Change of Control (as hereinafter defined), (i) if the Company, with or without cause, terminates my employment or gives me notice of termination, or (ii) if I terminate my employment or give notice of termination by reason of a material breach by the Company of the Employment Period terms of this Agreement (including but not limited to the terms set forth on Exhibit A hereto), then I shall receive, in addition to any other compensation provided for in this Agreement, a lump-sum severance payment in an amount equal to the Gross Annual Salary, less any income, excise, employment or other tax withholdings which the Company is required by law to deduct therefrom.
(g) For purposes of this Agreement, a Change in Control shall mean the satisfaction of the conditions set forth in any one of the following paragraphs:
(i) any person (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") as modified and used in Sections 13(d) and 14(d) thereof, except that neither (A) the Company or any of its ------ subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its subsidiaries, (C) an underwriter temporarily holding securities pursuant to clauses an offering of such securities, nor (D) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company shall be included in such term) (a "Person") is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates) representing 25% or more of the combined voting power of the Company's then outstanding securities; or
(ii) during any period of up to two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board of Directors of the Company (the "Board") and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in clause (i), (iii) or (iv) above and so long as you comply with of this paragraph) whose election by the restrictions set forth in paragraphs 5 and 6 below, Board or nomination for election by the Company shall continue to pay your base salary for Company's stockholders was approved by a vote of at least two years following the date of such termination. Except as set forth in this paragraph 4, you shall not be entitled to any compensation or other payment from any current or future member, or affiliate of any such member, thirds (2/3) of the SMTC Group directors then still in connection with office who either were directors at the termination of your employment. For purposes of this Agreement, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives beginning of the Boardperiod or whose election or nomination for election was previously so approved, (ii) cease for any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious reason to the property, operations, business or reputation of any member of the SMTC Group, or constitute a majority thereof; or
(iii) your material breach the shareholders of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you approve a merger or consolidation of the Company with any other corporation, other than (iiA) a reduction merger or consolidation which would result in your responsibilities and authority such that you no longer function as a Vice President the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company, provided however, that if you do not terminate within 30 days after at least 75% of the combined voting power of the voting securities of the Company has provided you notice or such surviving entity outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of any such reduction the Company (or similar transaction) in responsibilities, which no Person acquires more than 50% of the combined voting power of the Company's then you shall be deemed to have waived your right to terminate outstanding securities; or
(iv) the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for Good Reason based on such reductionthe sale or disposition by the Company of all or substantially all the Company's assets.
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on (a) During the first to occur term of employment hereunder, your employment may be terminated as follows:
(i) your death At any time upon three (3) months' written notice by either you or permanent disability (the Company. The date set forth in the notice shall be hereinafter defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by the Board), Termination Date.
(ii) a vote Automatically in the event of the Board directing such termination for Cause, your death.
(iii) a vote of the Board directing Immediately upon written notice if such termination without Cause, or is for Cause (as defined below in subparagraph 7(d); or
(iv) termination At any time by mutual written agreement of you upon not less than 30 days' prior and the Company.
(v) Immediately, if the Company is in default hereunder and fails to cure any such default within thirty (30) days after you send written notice for Good Reason. In of such default to the event of Company.
(b) Upon termination of your employment hereunder for any reason, all obligations of the Employment Period pursuant Company shall cease upon such termination, except its obligations to clauses (iiii) or (iv) above and so long as you comply with pay the restrictions compensation set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following paragraph 3 hereof through the date of such termination. Except as set forth in this paragraph 4, you shall not be entitled to any compensation or other payment from any current or future member, or affiliate of any such member, of the SMTC Group in connection with the termination of your employment. For purposes of this Agreement, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) provide the benefits set forth in paragraph 6 hereof through the date of such termination, and any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious unpaid bonus earned under paragraph 4 and to the property, operations, business or reputation of any member of the SMTC Group, or comply with all state and federal laws and regulations applying to such benefits and (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof pay the severance benefits, if applicable, to you by pursuant to the Companyterms and conditions set forth in subparagraph 7(c) below.
(c) Company with respect to severance shall expire on the date that you commence full-time employment with a subsequent employer, and if such commencement date occurs within six (y6) months of the Termination Date pursuant to this subparagraph 7(c). The Company shall continue to be responsible for all severance pay obligations accrued through the date such full-time employment commences.
(d) For purposes hereof, the term "GOOD REASONCause" shall mean means the following: (i) the Company's material breach any defalcation or misappropriation of this Agreement that is not cured within 30 days after written notice thereof to funds or property of the Company or any affiliate by you or the commission of any dishonest or deceitful act in the course of your employment with the Company; (ii) your conviction of a reduction felony or of any crime involving moral turpitude; (iii) the engaging by you in your responsibilities and authority such that you no longer function as a Vice President illegal conduct which, in the reasonable judgment of the Company, provided howeverplaces you and the Company or any affiliate, that if by association with you, in disrepute; (iv) refusal to perform your duties and responsibilities hereunder persistent neglect of duty or chronic absenteeism; (v) any material breach by you do not terminate within 30 of the terms and conditions hereof, including, without limitation, those certain provisions pertaining to inventions, confidentiality, noncompetition set forth in paragraphs 8, 9 and 10 hereof; or (vi) any attempt to obtain a personal profit from any transaction in which you have an interest adverse to the Company unless such adverse interest and the potential profit is disclosed in writing to the Board of Directors in advance of the transaction. Any disagreement concerning whether there has been "Cause" for termination will be resolved by the Board of Directors in its sole discretion acting in good faith. Notwithstanding the foregoing, in the event of a determination by the Company of Cause pursuant to subparagraphs d(i), d(iv), d(v) or d(vi) above, you will have a cure period of five (5) days after you receive notice thereof from the Company. If you fail to cure such default within the cure period, then the Company has provided may terminate you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reductionCause as set out above.
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of:
(a) thirty (30) days following written notice by you to the Company of your resignation (iwith or without Good Reason) not in connection with a Change in Control, (it being understood that you will continue to perform your services hereunder during such thirty (30) day period);
(b) ninety (90) days following written notice by you to the Company of your resignation following or in connection with a Change in Control, (it being understood that you will continue to perform your services hereunder during the ninety (90) day period following the Change in Control)
(c) your death or permanent disability Disability,
(defined as d) your actual inability to perform normal duties termination by the Company with or without Cause,
(e) on the fifth anniversary of the Effective Date (the “Scheduled Expiration Date”); provided, however, that the Scheduled Expiration Date shall be automatically extended for a period of 90 consecutive days or for a total of 120 days in any twosuccessive one-year period periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or your prospective inability you shall give written notice to perform such duties for such period as determined in good faith the other of an intention not to extend the Employment Period. In the event the Employment Period shall terminate (i) by the Board)Company without Cause, (ii) by you for Good Reason or (iii) as a vote result of the Board directing Company’s notice to you of an intention not to extend the Employment Period after the Scheduled Expiration Date, the Company shall concurrently therewith pay to you in twelve consecutive equal monthly installments an aggregate sum equal to one times (1X) your Annual Base Salary plus one times (1X) your Cash Incentive. You shall also be reimbursed for the cost of continuing your health insurance coverage under COBRA for the twelve (12) month period following such termination a termination. In the event the Employment Period shall terminate (i) by the Company without Cause, (ii) by you for CauseGood Reason, (iii) as a vote result of the Board directing such termination without Cause, your death or Disability or (iv) as a result of the Company’s notice to you of an intention not to extend the Employment Period after the Scheduled Expiration Date, the Company shall provide personal travel for you, your spouse and dependent family members and transport of household belongings to a maximum of $50,000, if you or, in the event of your death, your spouse or dependent family members, elect to relocate to the lower 48 states within three (3) months of termination by you upon not less than 30 days' prior written notice for Good Reasonof the Employment Period. In the event of termination of the Employment Period pursuant to clauses (iii) or (iv) above and so long as you comply with the restrictions set forth in paragraphs 5 and 6 belowExecutive’s death, the Company shall continue relocation benefit contained in this paragraph will be provided to pay your base salary for two years following the date of such terminationExecutive’s spouse and dependent family members. Except as otherwise set forth in this paragraph 44 or pursuant to the terms of employee benefit plans in which you participate pursuant to paragraph 3, you shall not be entitled to any compensation or other payment from any current or future member, or affiliate of any such member, of the SMTC Group Company in connection with the termination of your employment. For purposes of this Agreement, (x) "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reduction.
Appears in 1 contract
Sources: Employment Agreement (Alaska Communications Systems Group Inc)
Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on In the first to occur of event your employment hereunder is terminated (i) your death or permanent disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by the Board), Company for Cause or (ii) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you upon not less than 30 days' prior written notice for Good Reasonany reason, the Company shall have no further obligations to you except that you will be entitled to receive (x) any accrued but unpaid salary through your termination date and (y) any expense reimbursements owed you through the date of termination. In the event your employment hereunder is terminated (i) by the Company other than for Cause (including your death or Disability) or (ii) automatically as a result of termination the Company's providing notice to you that automatic extension of the Employment Period pursuant shall not occur, you will be entitled to clauses receive severance compensation equal to two (iii2) times your Base Salary in effect on the termination date, payable in arrears, in twenty-four (24) equal monthly installments commencing at the end of the calendar month in which the termination date occurs; provided, however, that (A) in the event your employment should be terminated by the Company other than for Cause within six months following a Change in Control (defined below) or (iv) above and so long as you comply with the restrictions set forth in paragraphs 5 and 6 belowanticipation of a Change in Control, the Company severance compensation referred to above shall continue to pay your base salary for two years following be paid in one lump sum on the date of such termination. Except , (B) in the event your employment should be terminated by the Company as set forth in this paragraph 4a result of your Disability, you then the severance compensation referred to above shall not be entitled to any compensation or other payment from any current or future member, or affiliate reduced by the amount of any such member, of disability insurance proceeds actually paid to you or for your benefit during the SMTC Group said time period. As used in connection with the termination of your employment. For purposes of this Agreement, (x) the term "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASONCause" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company willful and continued failure by you to substantially perform your duties hereunder (other than any such willful or continued failure resulting from your incapacity due to physical or mental illness or physical injury), (ii) the willful engaging by you in misconduct which is materially injurious to the Company, monetarily or otherwise, (iii) your conviction of a reduction in your responsibilities and authority such that felony by a court of competent jurisdiction, (iv) the breach of any of the provisions hereof, or (v) the violation by you no longer function as a Vice President of any of the Company's policies, provided howeverrules or regulations from time to time in effect. As used in this Agreement, the term "Change in Control" shall have that if meaning set forth in the Key Energy Group, Inc. 1997 Incentive Plan. As used in this Agreement, the term "Disability" means total and permanent disability rendering you do not terminate within 30 days after the Company has provided you notice unable to perform your obligations and duties hereunder by reasons of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reductionphysical or mental illness or injury.
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on the first to occur of (i) ninety (90) days following written notice by you to the Company of your death or permanent disability resignation without Good Reason, (defined as your actual inability it being understood that you will continue to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform services hereunder during such duties for such period as determined in good faith by the Boardninety (90) day period), (ii) thirty (30) days following written notice by you to the Company of your resignation with Good Reason (it being understood that you will continue to perform your services hereunder during such thirty (30) day period), (iii) your death or Disability, (iv) a vote of the Board of the Company directing such termination for Cause, (iiiv) a vote of the Board of the Company directing such termination without Cause, or (ivvi) termination by the third (3rd) anniversary of the Effective Date (the "SCHEDULED EXPIRATION DATE"); provided, however, that the Scheduled Expiration Date shall be automatically extended for successive one-year periods unless, at least ninety (90) days prior to the then-current Scheduled Expiration Date, either the Company or you upon not less than 30 days' prior shall give written notice for Good Reasonto the other of an intention not to extend the Employment Period. In the event of termination of the Employment Period pursuant to clauses clause (iiiii) or (ivv) above and so long as you comply with above, or in the restrictions set forth in paragraphs 5 and 6 belowevent that the Company elects not to extend the Employment Period upon the expiration thereof, the Company shall continue pay to pay you an amount equal to your base salary for two years following the date of such termination. Except Annual Base Salary as set forth in this paragraph 4, you shall not be entitled effect immediately prior to any compensation or other payment from any current or future member, or affiliate of any such member, of the SMTC Group in connection with the termination of your employment. For purposes of this Agreementthe Employment Period, (x) "CAUSE" shall mean (i) your willful and repeated failure such amount to comply be paid periodically in accordance with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to regular payroll practices over the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reduction.twelve
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate (a) During the term of employment hereunder, your employment may be terminated as follows:
(i) At any time upon prior to its scheduled expiration date on written notice by the first to occur Company for any reason other than Cause (as defined below) or for no reason (“Termination Without Cause”).
(ii) At any time upon three (3) months’ prior written notice by you for any reason other than Good Reason (as defined below) or for no reason.
(iii) Automatically in the event of (iA) your death or permanent disability (defined as B) your actual inability to perform normal duties the essential duties, responsibilities and functions of your position with the Company as a result of any mental or physical incapacity, even with reasonable accommodations for such disability or incapacity provided by the Company, which inability lasts (or is likely to last, based on competent medical evidence presented to the Board) for a continuous period of 90 consecutive days six (6) months or for a total longer. The reasoned and good faith judgment of 120 days in any two-year period the Board as to your mental or your prospective physical inability to perform shall be final so long as such duties for such period as determined in good faith by the Board), (ii) a vote of judgment is based on competent medical evidence presented to the Board directing such termination for Cause, (iii) a vote by you and by any physician or group of physicians engaged by you or the Board directing to advise the Board on such termination without Cause, or matters.
(iv) Immediately upon written notice by the Company if such termination is for Cause (“Termination for Cause”).
(v) Immediately upon written notice by you upon not less than 30 days' prior written notice if such termination is for Good Reason. In .
(vi) At any time by mutual written agreement between you and the event of Company.
(b) Upon termination of your employment hereunder for any reason, all obligations of the Employment Period pursuant Company shall cease upon such termination, except the Company’s obligations to clauses (iiii) or (iv) above and so long as you comply with pay the restrictions compensation set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following Section 2 hereof through the date of such termination. Except as , (ii) provide the benefits set forth in this paragraph 4Section 5 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth in Section 6(c) or Section 6(f) below. Except with respect to a termination of employment described in Section 6(c) or Section 6(f), in the event that your employment is terminated by you without Good Reason or as a result of a Termination for Cause by the Company, you shall not be entitled to any bonus compensation or other payment from any current or future member, or affiliate of any such member, in respect of the SMTC Group in connection calendar year of your termination.
(c) Except with the respect to a termination of employment described in Section 6(f), in the event that your employment. For purposes employment is terminated for Good Reason or as a result of this Agreementa Termination Without Cause (a “Qualifying Termination”), (x) "CAUSE" you shall mean be entitled to (i) an amount equal to eighteen (18) months’ severance pay at the monthly rate of your willful and repeated failure to comply then-current Base Salary, payable in eighteen (18) equal monthly installments commencing with the lawful directives first month after your date of the Board, termination and (ii) any criminal act or act continued medical coverage for eighteen (18) months following your date of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious termination on the same terms and conditions (including cost sharing) made available to the property, operations, business or reputation of any member senior executives of the SMTC GroupCompany; PROVIDED THAT such coverage shall terminate if you become eligible for employer-provided medical coverage during such eighteen (18) month period, or (iii) immediate vesting of an amount equal to 50% of the Applicable Percentage (as defined below) of your material breach of this Agreement that is not cured within 30 days after written notice thereof to you outstanding unvested options, stock appreciation rights, restricted stock, deferred stock or other similar equity awards granted by the Company, with all outstanding options and stock appreciation rights being exerciseable under the earlier of the expiration of the original term of such awards or for three (3) months following your date of termination, (iv) a pro rata bonus (the “Pro Rata Bonus”) for the year in which your termination occurs equal to the bonus the Company determines in good faith you would have received if your employment had not terminated (the determination of which shall be based upon your target bonus as of your date of termination and the bonus payouts (as a percentage of target bonus) to other senior executives of the Company for the year of termination) multiplied by a fraction, the numerator of which is the number of days in the calendar year preceding your date of termination and the denominator of which is 365 and (yv) "GOOD REASON" an aggregate amount (the “Termination Bonus”) equal to the product of (A) the product of one and one-half (1.5) times your target bonus in effect as of the Qualifying Termination and (B) the Applicable Percentage. “Applicable Percentage” means an amount, expressed as a percentage, equal to (1) the sum of (a) the percentage of your target bonus that you earned for the immediately preceding completed fiscal year multiplied by three, (b) the percentage of your target bonus that you earned for the completed fiscal year immediately preceding the fiscal year described in (a) above multiplied by two, and (c) the percentage of your target bonus that you earned for the completed fiscal year immediately preceding the fiscal year described in (b) above multiplied by one, divided by (2) six. If you were not employed by the Company during any such period or did not receive a bonus for any such period, such period shall mean be counted as zero for purposes of this calculation, but the denominator shall still be counted as six. The Pro Rata Bonus shall be paid at such time as bonuses are paid to the other senior executives and the Termination Bonus shall be paid in 18 equal monthly installments in accordance with the provisions of clause (i) the Company's material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company), provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reductionabove.
Appears in 1 contract
Sources: Employment Agreement (optionsXpress Holdings, Inc.)
Termination and Severance. The Employment Period shall terminate prior to its scheduled expiration date on In the first to occur of event your employment hereunder is terminated (i) by the Company for Cause (defined below) or (ii) by you for any reason other than Good Reason (defined below), the Company shall have no further obligations to you except that you will be entitled to receive (x) any accrued but unpaid salary through your termination date and (y) any expense reimbursements owed you through the date of termination. In the event your employment hereunder is terminated (i) by the Company other than for Cause (including your death or permanent disability Disability (defined as your actual inability to perform normal duties for a period of 90 consecutive days or for a total of 120 days in any two-year period or your prospective inability to perform such duties for such period as determined in good faith by the Boardbelow)), (ii) a vote of the Board directing such termination by you for Cause, Good Reason or (iii) automatically as a vote result of the Board directing such termination without Cause, or (iv) termination by Company's providing notice to you upon not less than 30 days' prior written notice for Good Reason. In the event of termination that automatic extension of the Employment Period pursuant shall not occur, you will be entitled to clauses receive severance compensation equal to two (iii2) times your Base Salary in effect on the termination date, payable in arrears, in twenty-four (24) equal monthly installments commencing at the end of the calendar month in which the termination date occurs; PROVIDED, HOWEVER, that (A) in the event your employment should be terminated by the Company other than for Cause (including your death or Disability) within six months following a Change of Control (defined below) or (iv) above and so long as you comply with the restrictions set forth in paragraphs 5 and 6 belowanticipation of a Change of Control, the Company severance compensation referred to above shall continue to pay your base salary for two years following be paid in one lump sum on the date of such termination. Except , and (B) in the event your employment should be terminated by the Company as set forth in this paragraph 4a result of your Disability, you then the severance compensation referred to above shall not be entitled to any compensation or other payment from any current or future member, or affiliate reduced by the amount of any such member, of disability insurance proceeds actually paid to you or for your benefit during the SMTC Group said time period. As used in connection with the termination of your employment. For purposes of this Agreement, (x) the term "CAUSE" shall mean (i) your willful and repeated failure to comply with the lawful directives of the Board, (ii) any criminal act or act of dishonesty, disloyalty, misconduct or moral turpitude by you that is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASONCause" shall mean (i) the willful and continued failure by you to substantially perform your duties hereunder (other than any such willful or continued failure resulting from your incapacity due to physical or mental illness or physical injury), (ii) the willful engaging by you in misconduct which is materially injurious to the Company's , monetarily or otherwise, (iii) your conviction of a felony by a court of competent jurisdiction, (iv) the material breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President any of the Companyprovisions hereof, provided however, that if you do not terminate within 30 days after the Company has provided you notice of any such reduction in responsibilities, then you shall be deemed to have waived your right to terminate for Good Reason based on such reduction.or
Appears in 1 contract
Termination and Severance. The Employment Period shall terminate (a) During the term of employment hereunder, your employment may be terminated as follows:
(i) At any time upon prior to its scheduled expiration date on written notice by the first to occur Company for any reason other than Cause (as defined below) or for no reason ("Termination Without Cause").
(ii) At any time upon three (3) months' prior written notice by you for any reason other than Good Reason (as defined below) or for no reason.
(iii) Automatically in the event of (iA) your death or permanent disability (defined as B) your actual inability to perform normal duties the essential duties, responsibilities and functions of your position with the Company as a result of any mental or physical incapacity, even with reasonable accommodations for such disability or incapacity provided by the Company, which inability lasts (or is likely to last, based on competent medical evidence presented to the Board) for a continuous period of 90 consecutive days six (6) months or for a total longer. The reasoned and good faith judgment of 120 days in any two-year period the Board as to your mental or your prospective physical inability to perform shall be final so long as such duties for such period as determined in good faith by the Board), (ii) a vote of judgment is based on competent medical evidence presented to the Board directing such termination for Cause, (iii) a vote by you and by any physician or group of physicians engaged by you or the Board directing to advise the Board on such termination without Cause, or matters.
(iv) Immediately upon written notice by the Company if such termination is for Cause ("Termination for Cause").
(v) Immediately upon written notice by you upon not less than 30 days' prior written notice if such termination is for Good Reason. In .
(vi) At any time by mutual written agreement between you and the event of Company.
(b) Upon termination of your employment hereunder for any reason, all obligations of the Employment Period pursuant Company shall cease upon such termination, except the Company's obligations to clauses (iiii) or (iv) above and so long as you comply with pay the restrictions compensation set forth in paragraphs 5 and 6 below, the Company shall continue to pay your base salary for two years following Section 2 hereof through the date of such termination. Except as , (ii) provide the benefits set forth in this paragraph 4Section 5 hereof through the date of such termination and to comply with all state and federal laws and regulations applying to such benefits and (iii) pay the severance benefits, if applicable, to you pursuant to the terms and conditions set forth in Section 6(c) below. In the event that your employment is terminated by you without Good Reason or as a result of a Termination for Cause by the Company, you shall not be entitled to any bonus compensation or other payment from any current or future member, or affiliate of any such member, in respect of the SMTC Group in connection with the termination calendar year of your employment. For purposes termination.
(c) In the event that your employment is terminated for Good Reason or as a result of this Agreementa Termination Without Cause, you shall be entitled to receive an amount equal to twelve (x12) "CAUSE" shall mean months' severance pay at the monthly rate of your then-current Base Salary, payable in twelve (12) equal monthly installments following such termination, unless increased pursuant to the terms of Section 6(f) below, if and only if (i) your willful you have executed and repeated failure delivered to the Company a mutual general release of all claims against you, on the one hand, and the Company and its directors, officers and affiliates, on the other hand, which general release shall be in the form of EXHIBIT B attached hereto (with such modifications as may be necessary to comply with then-existing legal requirements), and (ii) subsequent to such termination, you shall not have (A) revoked or breached the provisions of such general release or breached or otherwise failed to comply with the lawful directives provisions of Sections 7, 8 or 9 of this letter agreement, or (B) applied for unemployment compensation chargeable to the BoardCompany during such severance period.
(d) For purposes hereof, the term "Cause" means the following: (i) the commission of fraud, theft or embezzlement by you in connection with your duties to the Company or any of its customers or other material business relations; (ii) any criminal act your conviction of (or act entry of dishonesty, disloyalty, misconduct a plea of guilty or moral turpitude by you that is injurious NOLO CONTENDERE to) a felony (other than minor traffic violations) (A) in connection with your duties to the property, operations, Company or any of its customers or other material business or reputation of any member of the SMTC Grouprelations, or (B) that materially and adversely effects your ability to continue in your position and fulfill your duties to the Company under applicable laws and regulations; (iii) your material breach of this Agreement that mismanagement demonstrably injurious to the Company, which is not cured within 30 thirty (30) days after a written notice thereof demand is delivered to you by the CompanyBoard which identifies the grounds therefor; or (iv) any breach by you of the provisions of this letter agreement (including any breach by you of the provisions set forth in Sections 7, and (y8 or 9 hereof) "GOOD REASON" shall mean (i) the Company's material or any other breach of this Agreement that is not cured within 30 days after written notice thereof to the Company by any other agreement between or among you or (ii) a reduction in your responsibilities and authority such that you no longer function as a Vice President of the Company, provided however, that if you do in either event which breach has not terminate been cured within 30 thirty (30) days after a written demand is delivered to you by the Company Board which identifies the grounds therefor. Any disagreement concerning whether there has provided been "Cause" for termination will be resolved by the Board in its sole discretion acting in good faith after providing you notice of any such reduction in responsibilities, then you shall be deemed an opportunity to have waived your right to terminate address the Board at a full meeting thereof regarding whether or not there has been "Cause" for Good Reason based on such reductiontermination.
Appears in 1 contract
Sources: Employment Agreement (optionsXpress Holdings, Inc.)
Termination and Severance. 8.1 The Employment Period Employer may terminate the Executive’s employment at any time forthwith by written notice to the Executive (and without any requirements of prior notice) if the Executive shall:-
(a) commit any material breach, or continue (after written warning) to commit any breach, of her obligations under this Agreement;
(b) be guilty of any material misconduct or material neglect in the discharge of her duties;
(c) have a bankruptcy order made against her or make any arrangement or composition with her creditors or have an interim order made against her pursuant to the Insolvency ▇▇▇ ▇▇▇▇ (or any re-enactment or amendment thereof for the time being in force);
(d) be convicted of any criminal offence which in the reasonable opinion of the Employer affects her position as an employee under this Agreement;
(e) bring the name or reputation of the Employer, or any Group Company in whose business she shall terminate prior have been involved, into material disrepute;
(f) be or become prohibited by law from becoming or remaining a director;
(g) be disqualified or disbarred from membership of, or be found to its scheduled expiration date on have committed any serious disciplinary offence by, or be found not to be a fit and proper person by, any professional or regulatory body governing the first conduct by the Executive of her duties or the business of any Group Company;
(h) cease to occur of have FSMA Approval.
8.2 If the Executive (iowing to sickness, injury or otherwise) your death or permanent disability (defined as your actual inability to does not perform normal her duties hereunder for a period of 90 consecutive days at least 26 weeks or for a total of 120 days at least 26 weeks in aggregate in any two-year period or your prospective inability of twelve months the Employer shall (without prejudice to perform such duties for such period as determined in good faith any provision hereof) be entitled by giving to the Board), (ii) a vote of the Board directing such termination for Cause, (iii) a vote of the Board directing such termination without Cause, or (iv) termination by you upon Executive not less than 30 days' 3 months’ notice (given at the expiry of such period (or aggregate days of non performance) or at any time thereafter while the Executive continues not to perform her duties hereunder) to terminate her employment and without prejudice to the protections provided to the Executive under all disability discrimination laws applying to her.
8.3 Subject to Clause 8.4 to Clause 8.13 below, if the Employer terminates the Executive’s employment Without Cause the Employer shall pay to the Executive in respect of each calendar month falling within the Severance Period a sum equal to the monthly salary payable to the Executive immediately prior written notice for Good Reason. In to the event of termination of the Employment Period Termination Date pursuant to clauses Clauses 3.1(a) (iii) “Monthly Payment”).
8.4 The Employer may reduce one or (iv) above and so long as you comply with more Monthly Payments by an amount equal to any salary paid to the restrictions set forth in paragraphs 5 and 6 below, Executive by the Employer or any other Group Company shall continue to pay your base salary for two years following the date of Termination Date save to the extent that such termination. Except as set forth in this paragraph 4, you salary relates to service prior to such Termination Date.
8.5 A Monthly Payment shall not be entitled to payable if the Executive performs services as an employee, director, other office holder, consultant, partner or independent contractor at any compensation or other payment from any current or future member, or affiliate of any such member, time during the Severance Period (“Alternative Appointment”) except that if the Executive shall satisfy the Employer that the aggregate gross monetary value of the SMTC Group salary received in connection with respect of such services and attributable to the termination of your employment. For purposes of this AgreementSeverance Period, whenever paid (x“Mitigation Sum ”) "CAUSE" shall mean (i) your willful and repeated failure to comply with will be less than the lawful directives aggregate gross sum of the Board, 12 Monthly Payments the Employer shall treat the Mitigation Sum as having been paid in twelve equal instalments (ii“Monthly Mitigation Sum”) any criminal act during the Severance Period and will deduct from each Monthly Payment the relevant Monthly Mitigation Sum and insofar as the Employer has already made one or act more Monthly Payments the Employer shall set off the relevant Monthly Mitigation Sum (or Sums) against future Monthly Payments.
8.6 If the Executive secures one or more Alternative Appointments the provisions of dishonesty, disloyalty, misconduct or moral turpitude by you that Clause 8.5 above will take into account each such Alternative Appointment.
8.7 The Employer’s obligation to pay each Monthly Payment is injurious to the property, operations, business or reputation of any member of the SMTC Group, or (iii) your material breach of this Agreement that is not cured within 30 days after written notice thereof to you by the Company, and (y) "GOOD REASON" shall mean conditional upon:
(i) the Company's material breach Executive diligently seeking and accepting a suitable Alternative Appointment; and
(ii) the Executive disclosing promptly to the Employer her acceptance of any Alternative Appointment and the remuneration likely to be received in respect of such Alternative Appointment attributable to the Severance Period; and
(iii) the Executive providing the Employer with a true copy of any statement produced by law by the counterparty to each such Alternative Appointment and given to the Executive including but not limited to an itemised pay statement and P60.
8.8 For the avoidance of doubt the Executive agrees that during the Severance Period she will remain bound by the provisions of Clauses 9, 10 and 11 of this Agreement and if she breaches such provisions the Monthly Payments shall cease to be payable.
8.9 The Monthly Payments shall be subject ot such deductions for tax and National Insurance as the Employer is required to make by law or the tax and/or National Insurance authorities.
8.10 Subject to Clause 8.11 the Employer and the Executive agree that is not cured within 30 days after written notice thereof the Employer’s obligations to the Company by you or (ii) Executive under Clause 8.3 constitute a reduction in your responsibilities and authority such that you no longer function as a Vice President genuine pre-estimate of the Company, provided however, damages arising from the termination of the Employee’s employment Without Cause and that if you do not terminate within 30 days after the Company has provided you notice Employer shall fully perform, when due, all of any its said obligations, such reduction in responsibilities, then you performance shall be deemed in full and final settlement of all and any claims which the Executive might have against the Employer and each Group Company arising out of the Executive’s employment under this Agreement or its termination and the Executive hereby waives all such claims on the above terms (except to the extent that the Executive may not by law in this Agreement waive any statutory claims).
8.11 In the event that the Executive would have waived your right been entitled to terminate a personal bonus if she had worked for Good Reason based the whole of the relevant financial year, the Executive shall receive a payment in respect of such bonus assessed on a pro-rata basis up to the Termination Date and payable at the same time as such reductionpersonal bonus would ordinarily have been payable.
8.12 In this Clause 8
Appears in 1 contract