Termination Severance. (a) Either the Company or Employee may terminate Employee's employment under this Agreement unilaterally at any time for any reason or for no reason by giving the other party sixty (60) days' advance notice of the intention to terminate. (b) In addition to the termination rights in paragraph 4(a), the Company shall have the right to terminate the Employee's employment under this Agreement immediately at any time for Cause. For purposes hereof, Cause is defined to be: (i) Employee engages in deliberate misconduct or engages in conduct which brings public obloquy upon the Company; (ii) Employee repeatedly fails (A) to perform his obligations hereunder, or (B) to follow reasonable directions of the Board of Directors of the Company; (iii) Employee is convicted of, or pleads nolo contendere to, any crime or offense other than a misdemeanor; (iv) Employee is repeatedly intoxicated by alcohol or drugs during the performance of his duties; or (v) Employee breaches this Agreement in any material way, and such breach is not cured or corrected with due diligence by Employee after written notice of such breach from the Company. (c) Employee's employment shall also terminate immediately in the event of the death or disability of the Employee. For purposes hereof, "disability" of the Employee shall occur on the date on which a reasonable, good faith determination is made by the Board that, by reason of the physical or mental condition of the Employee, it is reasonably probable that the Employee will be unable to perform his duties under this Agreement for a period of at least one hundred eighty (180) days following the date of the Board's determination; (d) In the event of termination of Employee's employment prior to the end of the Term, Employee shall be entitled to a lump sum severance payment payable on the date of termination as follows: (i) In the event the Employee's employment is terminated due to Employee's death or disability, the Employee or Employee's estate shall be entitled to a payment equal to the sum of: (A) six (6) months of the then current base annual salary (including accrued portions), (B) any accrued salary which has not been paid, and (C) any expense reimbursements due and owing to him at the time of such termination. (ii) If the Employee's employment is terminated by the Company without Cause pursuant to paragraph 4(a), or Employee terminates his employment for Good Reason (as hereafter defined), the Employee shall be entitled to a payment equal to the sum of: (A) the greater of (I) one (1) year of the then current base annual salary, or (II) the total base annual salary which would be payable for the balance of the Term, and (B) a pro rata portion of what the Bonus for the then current term would be if sales and income performance for the year through such date of termination annualized out for the year would have resulted in a Bonus for such year, and (C) any accrued salary which has not been paid, and (D) any expense reimbursements due and owing to him at the time of such termination. (iii) In the event that Employee's employment is terminated by the Company for Cause or is terminated by Employee voluntarily prior to the end of the Term other than for Good Reason, Employee shall not be entitled to any severance payment. (e) For purposes hereof:
Appears in 2 contracts
Sources: Employment Agreement (American Card Technology Inc), Employment Agreement (American Card Technology Inc)
Termination Severance. (a) Either Notwithstanding the Company or Employee may terminate provisions of Section 1 and the other provisions of this Agreement, Employee's employment with the Company may be terminated at any time by the General Manager of the division in which Employee is employed, the Company's President or Board of Directors "for cause," which shall include (i) Employee's conviction for, or plea of nolo contendere to, a felony, (ii) Employee's commission of an act involving self-dealing, fraud or personal profit materially injurious to the Company, (iii) Employee's commission of an act of willful misconduct or gross negligence in the conduct of his duties hereunder, (iv) habitual absenteeism or any form of drug or substance abuse on the part of Employee, (v) Employee's failure to perform his duties hereunder in a manner reasonably satisfactory to the Company, (vi) Employee's breach ' or violation of any internal policies or rules of the Company, including those rules adopted by the Company concerning the purchase and sale of the common stock or other securities of the Company's parent, ▇▇▇▇▇▇▇ Sports Inc., by employees of the Company, or (vii) Employee's breach of any material provision of this Agreement. Any termination by the Company under this Section 11(a) shall be in writing, and shall set forth the reason for such termination. In the event of termination under this Section 11(a), the Company's obligations under this Agreement unilaterally at shall cease and Employee shall forfeit all right to receive any time compensation or benefits under this Agreement, including, without limitation, any unearned or unpaid performance bonus, except that Employee shall be entitled to his Salary and benefits (under Section 5) for any reason or for no reason by giving the other party sixty (60) days' advance notice services already performed as of the intention date of termination of this Agreement. Without limitation, termination of Employee pursuant to terminatethis Section 11(a) shall not relieve Employee of his obligations under Section 7, 8 or 9 hereof.
(b) In addition to Notwithstanding the termination rights in paragraph 4(a)provisions of Section 1 and the other provisions of this Agreement, the Company shall have the right to terminate the Employee's employment under this Agreement immediately with the Company may be terminated at any time for Cause. For purposes hereofby the General Manager of the division in which Employee is employed, Cause is defined to be:
(i) Employee engages in deliberate misconduct or engages in conduct which brings public obloquy upon the Company;
(ii) Employee repeatedly fails (A) to perform his obligations hereunder, 's President or (B) to follow reasonable directions of the Board of Directors of the Company;
(iii) Employee is convicted ofwithout cause, or pleads nolo contendere to, any crime or offense other than a misdemeanor;
(iv) Employee is repeatedly intoxicated by alcohol or drugs during the performance of his duties; or
(v) Employee breaches this Agreement in any material way, and such breach is not cured or corrected with due diligence by Employee after written notice of such breach from the Company.
(c) Employee's employment shall also terminate immediately provided that in the event of the death or disability of the Employee. For purposes hereof, "disability" of the Employee shall occur on the date on which such a reasonable, good faith determination is made by the Board that, by reason of the physical or mental condition of the Employee, it is reasonably probable that the Employee will be unable to perform his duties under this Agreement for a period of at least one hundred eighty (180) days following the date of the Board's determination;
(d) In the event of termination of Employee's employment prior to the end of the Termtermination, Employee shall be entitled to a lump sum severance payment payable on the date of termination as follows:
: continuation of his Salary and benefits (iunder Section 5) In through the event the Employee's employment is terminated due to Employee's death or disability, the Employee or Employee's estate shall be entitled to a payment equal to the sum of:
(A) period ending six (6) months after the date of such termination (the "Severance Period"). Employee shall use reasonable efforts during the Severance Period to find alternate employment in the event his employment hereunder is terminated without cause and the obligations of the then current base annual salary (including accrued portions),
(BCompany as to Salary continuation hereunder shall be less any income received by Employee from such alternate employment and the obligation of the Company to continue benefits hereunder shall be reduced to the extent comparable benefits are available to Employee in connection with such alternate employment. Except as otherwise specifically provided above, the Company's obligations under this Agreement shall cease upon termination and Employee shall forfeit all rights to receive any compensation or benefits under this Agreement. Without limitation, a termination of Employee pursuant to this Section 11(b) any accrued salary which has shall not been paidrelieve Employee of his obligations under Section 7, and
(C) any expense reimbursements due and owing to him 8 or 9 hereof, except that the restrictions of Section 7 shall be terminated at the time earlier of such terminationthe Restricted Period established under Section 7 or the Severance Period established in this Section 11(b). Any termination by the Company under this Section 11(b) shall be in writing, No payments shall be made under this Section 11(b) unless and until Employee shall have executed a Settlement Agreement and General Release and Waiver.
(iic) If Notwithstanding the provisions of Section 1 and the other provisions of this Agreement, Employee's employment is terminated by with the Company without Cause pursuant may be terminated at any time by Employee upon 60 days written notice to paragraph 4(a), or Employee terminates his employment for Good Reason (as hereafter definedthe President of the Company. In the event of termination under this Section 11(c), the Company's obligations under this Agreement shall cease and Employee shall forfeit all right to receive any compensation or benefits under this Agreement, bonus, except that Employee shall be entitled to a payment equal to the sum of:
his Salary and benefits (Aunder Section 5) the greater of (I) one (1) year for services already performed as of the then current base annual salary, or (II) the total base annual salary which would be payable for the balance of the Term, and
(B) a pro rata portion of what the Bonus for the then current term would be if sales and income performance for the year through such date of termination annualized out for the year would have resulted in a Bonus for such yearof this Agreement. Without limitation, and
(C) any accrued salary which has not been paid, and
(D) any expense reimbursements due and owing to him at the time termination of such termination.
(iii) In the event that Employee's employment is terminated by the Company for Cause or is terminated by Employee voluntarily prior pursuant to the end of the Term other than for Good Reason, Employee this Section 11(c) shall not be entitled to any severance paymentrelieve Employee of his obligations under Section 7, 8, or 9 hereof.
(e) For purposes hereof:
Appears in 1 contract
Termination Severance. (a) Either Notwithstanding the Company or Employee may terminate provisions of Section 1 and the other provisions of this Agreement, Employee's employment with the Company may be terminated at any time by the Company's President or Board of Directors "for cause," which shall include (i) Employee's conviction for, or plea of nolo contendere to, a felony, (ii) Employee's commission of an act involving self-dealing, fraud or personal profit materially injurious to the Company, (iii) Employee's commission of an act of willful misconduct or gross negligence in the conduct of his/her duties hereunder, (iv) habitual absenteeism or any form of drug addiction or abuse on the part of Employee, (v) Employee's failure to perform his/her duties hereunder in a manner reasonably satisfactory to the Company, (vi) Employee's breach or violation of any internal policies or rules of the Company, including those rules adopted by the Company concerning the purchase and sale of the Company's common stock or other securities by employees of the Company, or (vii) Employee's breach of any material provision of this Agreement. Any termination by the Company under this Section 10(a) shall be in writing and shall set forth the reason for such termination. In the event of termination under this Section 10(a), the Company's obligations under this Agreement unilaterally at shall cease and Employee shall forfeit all right to receive any time future compensation or benefits under this Agreement, including, without limitation, any unpaid performance bonus, except that Employee shall be entitled to his/her Salary and benefits (under Section 5) for any reason or for no reason by giving the other party sixty (60) days' advance notice services already performed as of the intention date of termination of this Agreement. Without limitation, termination of Employee pursuant to terminatethis Section 10(a) shall not relieve Employee of his/her obligations under Sections 7 or 8 hereof.
(b) In addition to Notwithstanding the termination rights in paragraph 4(a)provisions of Section 1 and the other provisions of this Agreement, the Company shall have the right to terminate the Employee's employment under this Agreement immediately with the Company may be terminated at any time for Cause. For purposes hereof, Cause is defined to be:
(i) Employee engages in deliberate misconduct or engages in conduct which brings public obloquy upon by the Company;
(ii) Employee repeatedly fails (A) to perform his obligations hereunder, 's President or (B) to follow reasonable directions of the Board of Directors of the Company;
(iii) Employee is convicted ofwithout cause, or pleads nolo contendere to, any crime or offense other than a misdemeanor;
(iv) Employee is repeatedly intoxicated by alcohol or drugs during the performance of his duties; or
(v) Employee breaches this Agreement in any material way, and such breach is not cured or corrected with due diligence by Employee after written notice of such breach from the Company.
(c) Employee's employment shall also terminate immediately provided that in the event of the death or disability of the Employee. For purposes hereof, "disability" of the Employee shall occur on the date on which such a reasonable, good faith determination is made by the Board that, by reason of the physical or mental condition of the Employee, it is reasonably probable that the Employee will be unable to perform his duties under this Agreement for a period of at least one hundred eighty (180) days following the date of the Board's determination;
(d) In the event of termination of Employee's employment prior to the end of the Termtermination, Employee shall be entitled to a lump sum severance payment payable on continuation of his/her Salary and benefits (under Section 5) through the period ending three (3) months after the date of such termination (the "Severance Period"). Except as follows:otherwise specifically provided above, the Company's obligations under this Agreement shall cease upon termination and Employee shall forfeit all rights to receive any compensation or benefits under this Agreement. Without limitation, a termination of Employee pursuant to this Section 10(b) shall not relieve Employee of his/her obligations under Sections 7 or 8 hereof, except that the restrictions of Section 7 shall be terminated at the earlier of the termination of the Restricted Period established under Section 7 and any Severance Period established hereby. Any termination by the Company or election by Employee under this Section 10(b) shall be in writing.
(ic) In Notwithstanding the event provisions of Section 1 and the other provisions of this Agreement, Employee's employment is terminated due to Employee's death or disability, with the Employee or Employee's estate shall Company may be entitled to a payment equal to the sum of:
(A) six (6) months of the then current base annual salary (including accrued portions),
(B) any accrued salary which has not been paid, and
(C) any expense reimbursements due and owing to him at the time of such termination.
(ii) If the Employee's employment is terminated by the Employee at any time, including after the occurrence of a Change in Control of the Company, provided that Employee agrees to the extent practicable that he/she will provide notice of termination to the Company without Cause not less than three (3) weeks prior to the effective date of the termination. Upon any termination of employment by Employee pursuant to paragraph 4(athis Section 10(c), or Employee terminates his employment for Good Reason (as hereafter defined), the Employee shall be entitled to a payment equal his/her Salary and benefits (under Section 5) for services already performed as of the effective date of the termination of this Agreement. A termination of employment by Employee pursuant to this Section 10(c) shall not relieve Employee of his/her obligations under Sections 7 or 8 hereof and, if the effective date of the Employee's termination of employment pursuant to this Section 10(c) is prior to February 28, 1998, Employee shall be obligated to return to the sum of:
(ACompany any Change in Control Bonus paid to Employee pursuant to Section 3 of this Agreement. Any termination by Employee under this Section 10(c) the greater of (I) one (1) year of the then current base annual salary, or (II) the total base annual salary which would shall be payable for the balance of the Term, and
(B) a pro rata portion of what the Bonus for the then current term would be if sales and income performance for the year through such date of termination annualized out for the year would have resulted in a Bonus for such year, and
(C) any accrued salary which has not been paid, and
(D) any expense reimbursements due and owing to him at the time of such terminationwriting.
(iiid) In The severance payment provisions of this Section 10 (including any Change in Control Bonus payable under Section 3(c)) are intended to comply with Sections 280G and 4999 of the event Code and all regulations thereto so that Employee's employment is terminated the deductibility by the Company for Cause or is terminated of the severance payments will not be subject to limitation by Section 280G and so that Employee voluntarily will not be subject to an excise tax upon the receipt of the severance payments under Section 4999. The Company and Employee agree that, prior to the end payment by the Company of any severance payments pursuant to this Section 10, the Company's independent public accountants shall review the amounts proposed to be paid, the conformity of the Term other than for Good Reason, Employee shall not be entitled to any severance paymentproposed payments with the provisions of this Section 10 and the treatment of the proposed payments under Sections 280G and 4999 of the Code.
(e) For purposes hereof:
Appears in 1 contract
Termination Severance. (a) Either the Company or Employee 5.1 Employer may terminate this Agreement:
a. Upon the death of Employee during the Term, except that Employee's employment under =s legal representatives, successors, assigns and heirs shall have those rights and interests as otherwise provided in this Agreement unilaterally Agreement, including the right to receive accrued but unpaid compensation and bonus compensation on a pro rata basis.
b. Upon written notice from Employer to Employee, if Employee becomes Disabled.
c. Upon written notice from Employer to Employee, at any time for any reason or for no reason ACause@. For purposes of this Agreement, ACause@ shall be defined as (1) willful disobedience by giving the other party sixty (60) days' advance notice Employee of a material and lawful instruction of the intention Chief Executive Officer or the Board of Directors of Employer or any management officer senior to terminate.
employee; (b2) In addition conviction of Employee of any misdemeanor involving fraud or embezzlement or similar crime, or any felony, excluding traffic related offenses or other offenses known to the termination rights in paragraph 4(a)Employer; (3) breach by Employee of any material provision of this Agreement; (4) violation of any federal or state rule or regulation, the Company or Employer policy, regarding securities laws; (5) conduct amounting to fraud, dishonesty, or willful misconduct; (6) recurring insubordination, inattention to or unsatisfactory performance of duties which materially adversely affects operations of Employer; or (7) violation of any federal rule or regulation or Employer policy related to sexual harassment or discrimination, provided that Employer shall not have the right to terminate the Employee's employment under this Agreement immediately at any time for Cause. For purposes hereofof Employee pursuant to the foregoing clauses (1), Cause is defined to be:
(i3) Employee engages in deliberate misconduct or engages in conduct which brings public obloquy upon the Company;
(ii) Employee repeatedly fails (A) to perform his obligations hereunder, or (B6) to follow reasonable directions of the Board of Directors of the Company;
(iii) Employee is convicted of, or pleads nolo contendere to, any crime or offense other than a misdemeanor;
(iv) Employee is repeatedly intoxicated by alcohol or drugs during the performance of his duties; or
(v) Employee breaches this Agreement in any material way, and above unless written notice specifying such breach shall have been given to Employee and, in the case of breach which is not cured or corrected with due diligence by capable of being cured, Employee shall have failed to cure such breach within 15 days after written notice his receipt of such breach from the Company.
(c) Employee's employment shall also terminate immediately in notice. In the event of the death or disability of the Employee. For purposes hereofsuch termination, "disability" of the Employee shall occur on be entitled only to his Base Salary due and owing to the date on which a reasonableof termination, good faith determination is made by plus reimbursement expenses.
5.2 In the Board thatevent Employer demotes, by reason substantially reduces the duties of Employee (in the physical or mental condition absence of the Employee, it is reasonably probable that the Employee will be unable 's failure to perform his duties under in the good faith determination of the Chief Executive Officer or Board of Directors, after notice of same has been provided to Employee) or reduces the salary or benefits of Employee, Employee may elect to treat this Agreement as termination for a period of at least one hundred eighty (180) days following the date of the Board's determination;
(d) Agood reason@. In the event of termination of Employee's employment prior to the end of the Termthis Agreement for good reason, Employee shall be entitled to a lump sum severance payment payable on the date of termination as follows:
(i) all the salary and benefits under this Agreement and (ii) the vesting of all stock grants or options.
5.3 In the event of termination of this Agreement and the Employee's employment is terminated due to Employee's death discharge of Employee by Employer in breach and violation of this Agreement, or disability, the Employee or Employee's estate shall be entitled to a payment equal to the sum of:
(A) six (6) months of the then current base annual salary (including accrued portions),
(B) any accrued salary which has not been paid, and
(C) any expense reimbursements due and owing to him at the time of such termination.
(ii) If the Employee's employment is terminated by the Company without Cause pursuant to paragraph 4(a(other than a good reason), or Employee terminates his employment for Good Reason (as hereafter defined), the Employee shall be entitled to a payment the following as it sole remedy for such termination, discharge and/or breach:
a. A sum equal to three year's Base Salary of Employee then in effect, payable in two installments, the sum of:
(A) the greater first of (I) one (1) year which shall be paid within 5 days of the then current base annual salary, or (II) the total base annual salary which would be payable for the balance of the Term, and
(B) a pro rata portion of what the Bonus for the then current term would be if sales and income performance for the year through such date of termination annualized out for and the year would have resulted in a second of which shall be paid within 60 days of the date of termination;
b. All Base Salary and Bonus for such year, andto the date of termination;
(C) any accrued salary which has not been paid, andc. Continued payment by Employer of all health and medical plan payments of behalf of Employee;
(D) any expense reimbursements due and owing d. All options granted to him at Employee shall be deemed vested as of the time date of such termination.
(iii) In the event that Employee's employment is terminated 5.4 Upon termination of this Agreement, or whenever requested by the Company for Cause or is terminated by Employee voluntarily prior to the end of the Term other than for Good ReasonEmployer, Employee shall not immediately turn over to Employer all of Employer's property, including all items used by Employee in rendering services hereunder, that may be entitled to any severance paymentin Employee's possession or under his control.
(e) For purposes hereof:
Appears in 1 contract
Sources: Employment Agreement (Orlando Predators Entertainment Inc)
Termination Severance. Notwithstanding the provisions of Section 1 and the other provisions of this Agreement, Executive's employment with the Corporation and this Agreement may be terminated prior to the expiration of the Employment Term or any extension thereof:
(a) Either by the Company or Employee may terminate Employee's employment under this Agreement unilaterally Board at any time for any reason or for no reason by giving the other party sixty (60) days' advance notice of the intention to terminate.
(b) In addition to the termination rights in paragraph 4(a), the Company "cause," which shall have the right to terminate the Employee's employment under this Agreement immediately at any time for Cause. For purposes hereof, Cause is be defined to be:
as (i) Employee engages in deliberate misconduct or engages in conduct which brings public obloquy upon the Company;
(ii) Employee repeatedly fails (A) to perform his obligations hereunderExecutive's conviction for, or (B) to follow reasonable directions plea of the Board of Directors of the Company;
(iii) Employee is convicted of, or pleads nolo contendere to, any a felony or crime involving moral turpitude; (ii) Executive's commission of an act involving self-dealing, fraud or offense other than a misdemeanor;
personal profit that is injurious to the Corporation; (iii) Executive's commission of an act of willful and wanton misconduct of his duties hereunder; and (iv) Employee is repeatedly intoxicated by alcohol or drugs during the performance Executive's breach of his duties; or
(v) Employee breaches this Agreement in any material way, and such breach is not cured or corrected with due diligence by Employee after written notice provision of such breach from the Company.
(c) Employee's employment shall also terminate immediately in the event of the death or disability of the Employeethis Agreement. For purposes hereof, "disability" of the Employee shall occur on the date on which a reasonable, good faith determination is made Any termination by the Board that, by reason of the physical or mental condition of the Employee, it is reasonably probable that the Employee will be unable to perform his duties Corporation under this Agreement for a period of at least one hundred eighty (180Section 9(a) days following the date of the Board's determination;
(d) shall be in writing. In the event of termination of Employeeunder this Section 9(a), the Corporation's employment prior to the end of the Termobligations under this Agreement and this Agreement shall cease, Employee except that Executive shall be entitled to a lump sum severance payment payable on his Base Salary for services performed through the date of termination as follows:
(i) In the event the Employee's employment is terminated due to Employee's death or disability, the Employee or Employee's estate shall be entitled to a payment equal to the sum of:
(A) six (6) months of the then current base annual salary (including accrued portions),
(B) any accrued salary which has not been paid, and
(C) any expense reimbursements due and owing to him at the time of such termination.
(iib) If the Employee's employment is terminated by the Company Board at any time, without Cause cause, upon ninety (90) days' written notice to Executive. In the event of termination pursuant to paragraph 4(athis Section 9(b), or Employee terminates his employment for Good Reason (as hereafter defined), the Employee Executive shall be entitled to a payment equal to his Base Salary and all other compensation and benefits for the sum of:
(A) the greater of (I) one (1) year remainder of the then current base annual salary, or (II) the total base annual salary which would be payable for the balance of the Employment Term, and
(B) a pro rata portion of what the Bonus for the then current term would be if sales and income performance for the year through such date of termination annualized out for the year would have resulted in a Bonus for such year, and
(C) any accrued salary which has not been paid, and
(D) any expense reimbursements due and owing to him at the time of such termination.
(iiic) in the event of Executive's death or "total disability", which for purposes of this Section 9(c) shall be defined as Executive's inability to perform the essential functions of his job, with or without reasonable accommodation, due to illness, injury or other physical or mental incapacity, for a period of ninety (90) or more days in any twelve (12) month period.
(d) by Executive or the Board in the event Executive elects to resign or the Board terminates Executive's employment within ninety (90) days of a "change of control", which for purposes of this Section 9(d) shall be defined as: (i) the acquisition by one or more persons or entitles of 50% or more of the outstanding capital stock of the corporation or of all or substantially all of the Corporation's assets within a twelve (12) month period; (ii) any other transaction or series of transactions the result of which is the loss of control of the Corporation of the Bank or the Holding Company by its current shareholders. In the event that Employeeof Executive's employment is terminated by the Company for Cause or is terminated by Employee voluntarily prior termination pursuant to the end of the Term other than for Good Reasonthis Section 9(d), Employee Executive shall not be entitled to receive his Base Salary and all other compensation and benefits for the remainder of the Employment Term, including any severance paymentextension thereof.
(e) For purposes hereof:
Appears in 1 contract
Termination Severance. (a) Either Notwithstanding the Company or Employee may terminate provisions of Section 1 and the other provisions of this Agreement, Employee's employment with the Company may be terminated at any time by the Company's Chairman, Chief Executive Officer or President for "cause," which shall include (i) Employee's conviction for, or plea of nolo contendere to, a felony, (ii) Employee's intentional commission of an act involving self-dealing, fraud or personal profit materially injurious to the Company, (iii) Employee's commission of an act of willful misconduct or gross negligence in the conduct of his duties hereunder, (iv) habitual absenteeism or tardiness on the part of Employee provided that the Employee has at least received one (1) prior written reprimand for previous incidents of absenteeism or tardiness, (v) Employee's intentional breach or violation of any material internal policies or rules of the Company, including those rules adopted by PCTV concerning the purchase and sale of PCTV's common stock or other securities by employees of the Company, and (vi) Employee's breach of any material provision of this Agreement. Any termination by the Company under this Section 11(a) shall be in writing and shall set forth the reason for such termination. In the event of termination under this Section 11(a), the Company's obligations under this Agreement unilaterally shall cease and Employee shall forfeit all right to receive any other compensation or benefits under this Agreement, except that Employee shall be entitled to his Salary (under Section 3) and benefits (under Section 4) for services already performed as of the date of termination of this Agreement. Without limitation, termination of Employee pursuant to this Section 11(a) shall not relieve Employee of his obligations under Sections 6, 7 or 8 hereof. Notwithstanding anything else in this Agreement, if the Employee is terminated pursuant to Section 11(a)(i), (ii) or (iii) above, the Company shall not be obligated to comply with Section 9.2 above.
(b) Notwithstanding the provisions of Section 1 and the other provisions of this Agreement, one year after the anniversary date of this Agreement, Employee's employment with the Company may be terminated at any time for any reason or for no reason by giving the other party sixty (60) days' advance notice Company's Chairman and Chief Executive Officer, or President without cause, provided that in the event of the intention to terminate.
(b) In addition to such a termination, Employee shall be paid within 30 days after the termination rights date both (1) an amount equivalent to one hundred eighty days of his Salary and bonus (under Section 3) and (2) an amount equivalent to one hundred eighty days of his benefits (under Section 4). All matters concerning Stock Options referred to in paragraph 4(a)Section 3(c) shall be determined under the Stock Option Agreement. Except as otherwise specifically provided above, the Company shall have the right to terminate the EmployeeCompany's employment obligations under this Agreement immediately at shall cease upon termination and Employee shall forfeit all rights to receive any time for Causeother compensation or benefits under this Agreement. For purposes hereofWithout limitation, Cause is defined a termination of Employee pursuant to be:
(ithis Section 11(b) shall not relieve Employee engages in deliberate misconduct or engages in conduct which brings public obloquy upon the Company;
(ii) Employee repeatedly fails (A) to perform of his obligations hereunderunder Sections 6, 7 or (B) to follow reasonable directions of the Board of Directors of the Company;
(iii) Employee is convicted of, or pleads nolo contendere to, any crime or offense other than a misdemeanor;
(iv) Employee is repeatedly intoxicated by alcohol or drugs during the performance of his duties; or
(v) Employee breaches this Agreement in any material way, and such breach is not cured or corrected with due diligence by Employee after written notice of such breach from the Company8 hereof.
(c) Notwithstanding the provisions of Section 1 and the other provisions of this Agreement, after the one (1) year anniversary of the execution of this Agreement, Employee's employment shall also terminate immediately in with the event Company may be terminated by Employee upon the provision of the death or disability of the Employee. For purposes hereof, "disability" of the Employee shall occur on the date on which a reasonable, good faith determination is made by the Board that, by reason of the physical or mental condition of the Employee, it is reasonably probable that the Employee will be unable to perform his duties under this Agreement for a period of at least one hundred eighty not less than ninety (18090) days following prior written notice to the date of the Board's determination;
(d) Company. In the event of termination of under this Section 11(c) and except as otherwise provided herein, the Company's and Employee's employment prior to obligations under this Agreement shall cease upon the end of the Termdate indicated in Employee's notice, except that Employee shall be entitled to a lump sum severance payment payable on his Salary (under Section 3) and benefits (under Section 4) for services already performed as of the date of termination as follows:
(i) In the event the Employee's employment is terminated due to Employee's death or disabilityof this Agreement. Without limitation, the termination of Employee or Employee's estate shall be entitled to a payment equal to the sum of:
(A) six (6) months of the then current base annual salary (including accrued portions),
(B) any accrued salary which has not been paid, and
(C) any expense reimbursements due and owing to him at the time of such termination.
(ii) If the Employee's employment is terminated by the Company without Cause pursuant to paragraph 4(a)this Section 11(c) shall not relieve Employee of his obligations under Sections 6, 7, or Employee terminates his employment for Good Reason (as hereafter defined), the Employee shall be entitled to a payment equal to the sum of:
(A) the greater of (I) one (1) year of the then current base annual salary, or (II) the total base annual salary which would be payable for the balance of the Term, and
(B) a pro rata portion of what the Bonus for the then current term would be if sales and income performance for the year through such date of termination annualized out for the year would have resulted in a Bonus for such year, and
(C) any accrued salary which has not been paid, and
(D) any expense reimbursements due and owing to him at the time of such termination8 hereof.
(iii) In the event that Employee's employment is terminated by the Company for Cause or is terminated by Employee voluntarily prior to the end of the Term other than for Good Reason, Employee shall not be entitled to any severance payment.
(e) For purposes hereof:
Appears in 1 contract
Termination Severance. (a) Either the Company or Employee may terminate Employee's employment under this Agreement unilaterally at any time for any reason or for no reason by giving the other party sixty (60) days' advance notice of the intention to terminate.
(b) In addition to the termination rights in paragraph 4(a), the Company shall have the right to terminate the Employee's employment under this Agreement immediately at any time for Cause. For purposes hereof, Cause is defined to be:
(i) Employee engages in deliberate misconduct or engages in conduct which brings public obloquy upon the Company;
(ii) Employee repeatedly fails (A) to perform his obligations hereunder, or (B) to follow reasonable directions of the Board of Directors of the Company;
(iii) Employee is convicted of, or pleads nolo contendere to, any crime or offense other than a misdemeanor;
(iv) Employee is repeatedly intoxicated by alcohol or drugs during the performance of his duties; or
(v) Employee breaches this Agreement in any material way, and such breach is not cured or corrected with due diligence by Employee after written notice of such breach from the Company.
(c) Employee's employment shall also terminate immediately in the event of the death or disability of the Employee. For purposes hereof, "disability" of the Employee shall occur on the date on which a reasonable, good faith determination is made by the Board that, by reason of the physical or mental condition of the Employee, it is reasonably probable that the Employee will be unable to perform his duties under this Agreement for a period of at least one hundred eighty (180) days following the date of the Board's determination;
(d) In the event of termination of Employee's employment or in the event of death or disability prior to the end of the Term, Employee shall be entitled to a lump sum severance payment payable on the date of termination as follows:
(i) If the Employee's employment is terminated by the Company without Cause pursuant to paragraph 4(a) during the first year of the Term, the Employee shall be entitled to a payment equal to the sum of:
(A) one (1) year of the then current base annual salary, and
(B) any accrued salary which has not been paid, and
(C) any expense reimbursements due and owing to him at the time of such termination.
(ii) In the event the Employee's employment is terminated without Cause pursuant to paragraph 4(a) at any time after the end of the first year of the Term or due to the Employee's death or disabilitydisability at any time during the Term, the Employee or Employee's estate shall be entitled to a payment equal to the sum of:
(A) six (6) months of the then current base annual salary (including accrued portions),
(B) any accrued salary which has not been paid, and
(C) any expense reimbursements due and owing to him at the time of such termination.
(ii) If the Employee's employment is terminated by the Company without Cause pursuant to paragraph 4(a), or Employee terminates his employment for Good Reason (as hereafter defined), the Employee shall be entitled to a payment equal to the sum of:
(A) the greater of (I) one (1) year of the then current base annual salary, or (II) the total base annual salary which would be payable for the balance of the Term, and
(B) a pro rata portion of what the Bonus for the then current term would be if sales and income performance for the year through such date of termination annualized out for the year would have resulted in a Bonus for such year, and
(C) any accrued salary which has not been paid, and
(D) any expense reimbursements due and owing to him at the time of such termination.
(iii) In the event that the Employee's employment is terminated by the Company for Cause or is terminated by the Employee voluntarily prior to the end of the Term other than for Good ReasonTerm, the Employee shall not be entitled to any severance payment.
(e) For purposes Upon termination or expiration of the term of this Agreement, the Employee shall promptly return to the Company any Company property in his possession or under his control, including, but not limited to, documents, equipment, disks, tapes and keys.
(f) Termination of this Agreement shall have no effect on the rights and obligations of the parties pursuant to paragraph 5 hereof:.
Appears in 1 contract
Sources: Employment Agreement (American Card Technology Inc)
Termination Severance. (a) Either the Company or Employee may terminate Employee's employment under this Agreement unilaterally at any time for any reason or for no reason by giving the other party sixty (60) days' advance notice of the intention to terminate.
(b) In addition to the termination rights in paragraph 4(a), the Company shall have the right to terminate the Employee's employment under this Agreement immediately at any time for Cause. For purposes hereof, Cause is defined to be:
(i) Employee engages in deliberate misconduct or engages in conduct which brings public obloquy upon the Company;
(ii) Employee repeatedly fails (A) to perform his obligations hereunder, or (B) to follow reasonable directions of the Board of Directors of the Company;
(iii) Employee is convicted of, or pleads nolo contendere to, any crime or offense other than a misdemeanor;
(iv) Employee is repeatedly intoxicated by alcohol or drugs during the performance of his duties; or
(v) Employee breaches this Agreement in any material way, and such breach is not cured or corrected with due diligence by Employee after written notice of such breach from the Company.
(c) Employee's employment shall also terminate immediately in the event of the death or disability of the Employee. For purposes hereof, "disability" of the Employee shall occur on the date on which a reasonable, good faith determination is made by the Board that, by reason of the physical or mental condition of the Employee, it is reasonably probable that the Employee will be unable to perform his duties under this Agreement for a period of at least one hundred eighty (180) days following the date of the Board's determination;
(d) In the event of termination of Employee's employment prior to the end of the Term, Employee shall be entitled to a lump sum severance payment payable on the date of termination as follows:
(i) In the event the Employee's employment is terminated due to Employee's death or disability, the Employee or Employee's estate shall be entitled to a payment equal to the sum of:
(A) six (6) months of the then current base annual salary (including accrued portions),
(B) any accrued salary which has not been paid, and
(C) any expense reimbursements due and owing to him at the time of such termination.
(ii) If the Employee's employment is terminated by the Company without Cause pursuant to paragraph 4(a), or Employee terminates his employment for Good Reason (as hereafter defined), the Employee shall be entitled to a payment equal to the sum of:
(A) the greater of (I) one (1) year of the then current base annual salary, or (II) the total base annual salary which would be payable for the balance of the Term, and
(B) a pro rata portion of what the Bonus for the then current term would be if sales and income performance for the year through such date of termination annualized out for the year would have resulted in a Bonus for such year, and
(C) any accrued salary which has not been paid, and
(D) any expense reimbursements due and owing to him at the time of such termination.
(iii) In the event that Employee's employment is terminated by the Company for Cause or is terminated by Employee voluntarily prior to the end of the Term other than for Good Reason, Employee shall not be entitled to any severance payment.
(e) For purposes hereof:
Appears in 1 contract
Sources: Employment Agreement (American Card Technology Inc)
Termination Severance. (a) Either Executive's employment by and with the Company or Employee may terminate Employee's employment under this Agreement unilaterally shall be terminable by the Company at will in the sole discretion of the Board at any time for any reason whether with or for no reason by giving the other party sixty without “Cause” (60as defined below) days' advance notice of the intention to terminate.
(b) In addition to the termination rights in paragraph 4(a), the Company shall have the right to terminate the Employee's employment under this Agreement immediately at any time for Causeor notice. For purposes hereof, Cause is defined to be:
(i) Employee engages in deliberate misconduct or engages in conduct which brings public obloquy upon the Company;
(ii) Employee repeatedly fails (A) to perform his obligations hereunder, or (B) to follow reasonable directions of the Board of Directors of the Company;
(iii) Employee is convicted of, or pleads nolo contendere to, any crime or offense other than a misdemeanor;
(iv) Employee is repeatedly intoxicated by alcohol or drugs during the performance of his duties; or
(v) Employee breaches this Agreement in any material way, and such breach is not cured or corrected with due diligence by Employee after written notice of such breach from the Company.
(c) Employee's employment shall also terminate immediately in the event of the death or disability of the Employee. For purposes hereof, "disability" of the Employee shall occur on the date on which a reasonable, good faith determination is made by the Board that, by reason of the physical or mental condition of the Employee, it is reasonably probable that the Employee will be unable to perform his duties under this Agreement for a period of at least one hundred eighty (180) days following the date of the Board's determination;
(d) In the event of termination of Employee's Executive’s employment prior to by the end of the Term, Employee shall be entitled to a lump sum severance payment payable on the date of termination as follows:
(i) In the event the Employee's employment is terminated due to Employee's death or disability, the Employee or Employee's estate shall be entitled to a payment equal to the sum of:
(A) six (6) months of the then current base annual salary (including accrued portions),
(B) any accrued salary which has not been paid, and
(C) any expense reimbursements due and owing to him at the time of such termination.
(ii) If the Employee's employment Company is terminated by the Company without Cause pursuant prior to paragraph 4(aDecember 31, 2023, other than for “Cause” (as defined below), or Employee terminates his employment for Good Reason as determined by the Board in its sole discretion, and Executive had not precipitated a “Cause” (as hereafter defined)defined below) event, as determined by the Employee Board in its sole discretion, and if Executive did not materially breach any of Executive’s material post-employment agreements with the Company, as determined by the Board in its sole discretion, then Executive shall be entitled to a payment receive as severance an aggregate amount equal to the sum of:
lesser of (Ai) one month of Base Salary for each 12 months of employment and (ii) the greater Base Salary otherwise payable between the date of Executive's termination of employment and December 31, 2023, with such amount payable monthly over the twenty-two months beginning on the 60th day following the date of Executive's termination of employment (I) one (1) year the “Release Deadline”); provided that Executive’s entitlement to severance shall be subject to Executive providing an executed general release of claims in respect of the then current base annual salaryCompany and GIG and in respect of Fox ▇▇▇▇▇ & Company, or (II) the total base annual salary which would be payable for the balance of the TermLLC, and
(B) a pro rata portion of what the Bonus for the then current term would be if sales including their respective affiliates, officers, executives, agents, attorneys, other advisors, members, managers, and income performance for the year through such date of termination annualized out for the year would have resulted employees in a Bonus for form reasonably satisfactory to the Company and Fox ▇▇▇▇▇ & Company, LLC (a “Release”), and not revoking such yearRelease within any legally applicable revocation period, and
(C) any accrued salary which has not been paid, and
(D) any expense reimbursements due and owing in each case prior to him at the time of such termination.
(iii) Release Deadline. In the event that Employee's Executive terminates employment is terminated by with the Company for Cause or is terminated by Employee voluntarily prior to the end of the Term other than for Good Reasonany reason, Employee Executive shall not be entitled to any the severance paymentpayment described above. “Cause” includes one or more of the following as determined by the Board in its sole discretion: (i) conduct of Executive constituting fraud, dishonesty, malfeasance, gross incompetence, gross misconduct, or gross negligence, (ii) Executive being officially charged with or indicted for a felony criminal offense involving violence or moral turpitude, (iii) Executive failing to follow the lawful written instructions of the Chairman or the Board, and (iv) Executive's violation of the Company’s governance, code of conduct, conflict of interest, or similar Company policies applicable to Company employees generally or senior executives generally.
(e) For purposes hereof:
Appears in 1 contract