Termination of Consultancy. (a) At any time during the Term, (i) the Company may terminate the Consultancy With Cause (as hereinafter defined) by written notice to Landmark and the Consultant; (ii) the Company may terminate the Consultancy Without Cause (as hereinafter defined) by written notice to Landmark and the Consultant; (iii) the Consultant may terminate the Consultancy for Good Reason (as hereinafter defined) upon 30 days’ prior written notice to the Company, which notice shall set forth in detail the matters involved, but only if the Company subsequently fails to cure the basis upon which such termination for Good Reason is based during such 30-day period; and (iv) the Consultant may terminate the Consultancy for any reason or for no reason (other than for Good Reason) upon 60 days’ prior written notice to the Company. (b) Subject to Section 5, if, during the Term, the Consultant terminates the Consultancy for any reason other than for Good Reason, or the Company terminates the Consultancy hereunder With Cause, all obligations of the Company to provide compensation and benefits under this Agreement shall cease upon the last day of the Consultancy (except for the payment of those benefits accrued or those reimbursable expenses properly incurred in accordance with subsection (d) of Section 3 by the Consultant prior to the date of such termination), and the Landmark and the Consultant shall have no claim against the Company for damages or otherwise by reason of such termination. The Company’s election to terminate the Consultancy With Cause shall be without prejudice to any remedy the Company may have against Landmark or the Consultant for the breach or nonperformance of any of the provisions of this Agreement. (c) If, during the Term, the Company terminates the Consultancy hereunder Without Cause or the Consultant terminates the Consultancy for Good Reason, then Landmark will be entitled to receive the Monthly Payments for one year, paid in equal monthly installments for 12 months following the effective date of the termination of the Consultancy. Notwithstanding the foregoing, all post-consultancy compensation shall cease to accrue, and Landmark and the Consultant shall have no further entitlement to the same, from and after the date the Consultant breaches any of the post-consultancy covenants set forth in Sections 8 through 12 of this Agreement (if applicable).
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Termination of Consultancy. (a) At Unless earlier terminated in accordance with this Section 8, this Agreement shall terminate, with no additional action required by any time during party, at the Term, end of the Consulting Period.
(b) In the event that (i) the Company may terminate the Consultancy With Cause either Consultant dies or becomes totally and permanently disabled (as hereinafter defineddefined in Section 22(e)(3) by written notice to Landmark and of the Consultant; Internal Revenue Code of 1986, as amended) or (ii) there has been a material breach by either Consultant of the Company may terminate terms of Sections 3, 5 or 7 hereof or any applicable provision of the Consultancy Without Cause Acquisition Agreement (as hereinafter defined) by written notice to Landmark and a “Consultant Breach”), then, in either case, the Consultant; (iii) the Consultant may terminate the Consultancy for Good Reason (as hereinafter defined) Buyer may, upon 30 days’ prior written notice to the Companyapplicable Consultant (the “Buyer Notice”), which notice terminate this Agreement. In the event of such a termination, all rights of such Consultant under Sections 6(a) and 6(b) hereof shall set forth in detail immediately terminate and the matters involvedBuyer shall thereafter have no obligation to pay the Fee or provide any additional amounts or benefits to such Consultant hereunder; provided, but only however, that the Buyer shall be obligated to pay to the remaining Consultant, if any, such portion of the Company subsequently fails Fee as may be mutually agreed by the Buyer and such remaining Consultant. No Consultant Breach shall exist unless and until the Buyer has delivered to the applicable Consultant the Buyer Notice and the Consultant has been provided with an opportunity to cure the basis Consultant Breach within 30 days after delivery of the Buyer Notice, and has not so cured such Consultant Breach.
(c) In the event that the Buyer has failed to comply in any material respect with the provisions of Sections 6(a) or 6(b) hereof (a “Buyer Breach”), either Consultant may, upon which such termination for Good Reason is based during such 30-day period; and (iv) the Consultant may terminate the Consultancy for any reason or for no reason (other than for Good Reason) upon 60 30 days’ prior written notice (the “Consultant Notice”) to the Company.
(bBuyer, terminate his Consulting Period hereunder. In the event of such a termination, the Buyer shall continue to pay the Fee in accordance with the provisions of Section 6(a) Subject hereof. No Buyer Breach shall exist unless and until either Consultant has delivered to Section 5the Buyer the Consultant Notice and the Buyer has been provided with an opportunity to cure the Buyer Breach within 30 days after delivery of the Consultant Notice, if, during and has not so cured such Buyer Breach. In the Term, event the Consultant terminates the Consultancy for any reason other than for Good Reasonhis Consulting Period pursuant to this Section 8(c), or the Company terminates the Consultancy his obligations under Section 3 hereunder With Cause, all obligations of the Company to provide compensation and benefits under this Agreement shall cease upon the last day as of the Consultancy (except for the payment of those benefits accrued or those reimbursable expenses properly incurred in accordance with subsection (d) of Section 3 by the Consultant prior to the date of such termination), and but his obligations under Section 5 shall continue until the Landmark and the Consultant shall have no claim against the Company for damages or otherwise by reason of such termination. The Company’s election to terminate the Consultancy With Cause shall be without prejudice to any remedy the Company may have against Landmark or the Consultant for the breach or nonperformance of any fourth anniversary of the provisions of this AgreementEffective Date and his obligations under Section 7 shall continue until the Confidentiality Termination Date.
(cd) IfExcept as otherwise provided in this Section 8 and in Sections 5 and 7 hereof, during upon the Termtermination either Consultant’s service hereunder, the Company terminates the Consultancy hereunder Without Cause or the Consultant terminates the Consultancy for Good Reason, then Landmark will be entitled to receive the Monthly Payments for one year, paid in equal monthly installments for 12 months following the effective date of the termination of the Consultancy. Notwithstanding the foregoing, all post-consultancy compensation shall cease to accrue, and Landmark and the Consultant parties hereto shall have no further entitlement obligations to the same, from and after the date the Consultant breaches any of the post-consultancy covenants set forth in Sections 8 through 12 of this Agreement (if applicable)one another.
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Sources: Non Competition and Consulting Agreement (Alcoa Inc)
Termination of Consultancy. (a) At any time during the Term, (i) the Company may terminate the Consultancy With Cause (as hereinafter defined) by written notice to Landmark and the Consultant; (ii) the Company may terminate the Consultancy Without Cause (as hereinafter defined) by written notice to Landmark and the Consultant; (iii) the Consultant may terminate the Consultancy for Good Reason (as hereinafter defined) upon 30 days’ prior written notice to the Company, which notice shall set forth in detail the matters involved, but only if the Company subsequently fails to cure the basis upon which such termination for Good Reason is based during such 30-day period; and (iv) the Consultant may terminate the Consultancy for any reason or for no reason (other than for Good Reason) upon 60 days’ prior written notice to the Company.
(b) Subject to Section 5, if, during the Term, the Consultant terminates the Consultancy for any reason other than for Good Reason, or the Company terminates the Consultancy hereunder With Cause, all obligations of the Company to provide compensation and benefits under this Agreement shall cease upon the last day of the Consultancy (except for the payment of those benefits accrued or those reimbursable expenses properly incurred in accordance with subsection (d) of Section 3 by the Consultant prior to the date of such termination), and the Landmark and the Consultant shall have no claim against the Company for damages or otherwise by reason of such termination. The Company’s election to terminate the Consultancy With Cause shall be without prejudice to any remedy the Company may have against Landmark or the Consultant for the breach or nonperformance of any of the provisions of this Agreement.
(c) If, during the Term, the Company terminates the Consultancy hereunder Without Cause or the Consultant terminates the Consultancy for Good Reason, then Landmark will be entitled to receive the Monthly Payments for one year, paid in equal monthly installments for 12 months following the effective date of the termination of the Consultancy. Notwithstanding the foregoing, all post-consultancy compensation shall cease to accrue, and Landmark and the Consultant shall have no further entitlement to the same, from and after the date the Consultant breaches any of the post-consultancy covenants set forth in Sections 8 through 12 of this Agreement (if applicable).
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Termination of Consultancy. (a) At The Company may at any time during terminate this Agreement and the TermConsultant's consultancy hereunder by written notice to the Consultant effective immediately upon delivery of such notice if:
(i) the Consultant shall commit any act whether or not involving the Consultant that constitutes a felony in the jurisdiction involved; or
(ii) the Consultant engages in repeated substance abuse; or
(iii) the Board, after due inquiry and providing the Consultant with a reasonable opportunity to be heard, shall have determined in good faith that the Consultant committed wilful malfeasance or gross misconduct in his performance hereunder, or any material act of fraud or dishonesty against the Company; or
(iv) the Consultant shall have refused to obey a directive of the Board of Directors or an Executive Officer of the Company to perform an act that the Consultant is or should be able to perform and that is within the role of registered representative and/or a municipal bonds principal and which is not illegal or unethical for 30 days after receipt of a written directive to perform such act.
(b) The Consultant may at any time terminate this Agreement and the Consultant's consultancy hereunder by written notice to the Company effective immediately upon receipt of such notice if:
(i) the Company may terminate shall have committed a material breach of this Agreement that the Consultancy With Cause (as hereinafter defined) by written Company shall not have cured for 30 days after notice to Landmark and of the Consultantparticulars of the breach, provided that if such material breach cannot reasonably be cured in such 30-day period then only if the Company shall not have promptly commenced or diligently pursued a cure; or
(ii) the Company may terminate undergoes adverse publicity that renders the Consultancy Without Cause Company unable to conduct its business for more than 60 days.
(as hereinafter defined) by written notice to Landmark and the Consultant; (iiic) the Consultant may terminate the Consultancy for Good Reason (as hereinafter defined) upon 30 days’ prior written this Agreement by notice to the CompanyCompany of termination, which notice shall set forth in detail the matters involved, but only if the Company subsequently fails to cure the basis upon which such termination for Good Reason is based during such 30-day period; and (iv) the Consultant may terminate the Consultancy for any reason or for no reason (other than for Good Reason) upon be effective 60 days’ prior written notice to days after the Company's receipt of such notice.
(bd) Subject All disputes, conflicts and claims related to Section 5, if, during this Article 7 shall be resolved by arbitration in New York City before the Term, the Consultant terminates the Consultancy for any reason other than for Good Reason, or the Company terminates the Consultancy hereunder With Cause, all obligations of the Company to provide compensation and benefits under this Agreement shall cease upon the last day of the Consultancy American Arbitration Association (except for the payment of those benefits accrued or those reimbursable expenses properly incurred "AAA") in accordance with subsection (d) of Section 3 by the Consultant prior to the date of such termination), and the Landmark and the Consultant shall have no claim against the Company for damages or otherwise by reason of such termination. The Company’s election to terminate the Consultancy With Cause shall be without prejudice to any remedy the Company may have against Landmark or the Consultant for the breach or nonperformance of any rules of the provisions of this AgreementAAA. Judgement on any award may be entered in any court having jurisdiction thereof.
(c) If, during the Term, the Company terminates the Consultancy hereunder Without Cause or the Consultant terminates the Consultancy for Good Reason, then Landmark will be entitled to receive the Monthly Payments for one year, paid in equal monthly installments for 12 months following the effective date of the termination of the Consultancy. Notwithstanding the foregoing, all post-consultancy compensation shall cease to accrue, and Landmark and the Consultant shall have no further entitlement to the same, from and after the date the Consultant breaches any of the post-consultancy covenants set forth in Sections 8 through 12 of this Agreement (if applicable).
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