Acknowledgement of Resignation; Termination of Employment Agreement; No Further Obligations Sample Clauses

Acknowledgement of Resignation; Termination of Employment Agreement; No Further Obligations. The Company and Executive acknowledge, agree and confirm that (i) Executive has resigned as the Company’s Chief Executive Officer and as a member of the Board, and from all other positions, if any, that Executive holds with the Company or any of its Affiliates, and (ii) except as specifically provided in the following sentence, the Employment Agreement is terminated and of no further force or effect whatsoever, in each case effective as of the Resignation Date. Notwithstanding the foregoing, the Parties acknowledge and agree that Section 6 of the Employment Agreement, entitled “Restrictive Covenants,” and Section 7.5 of the Employment Agreement, entitled “Indemnification,” shall continue to remain in full force and effect in accordance with their respective terms, and Executive shall retain all other rights to indemnification arising under Company’s Certificate of Incorporation and By-Laws. The Company shall continue to include coverage for Executive under its existing directors’ and officers’ liability insurance policy or policies (the “D&O Policy”) (pursuant to the Company’s tail insurance coverage with respect to his alleged acts or omissions during the period that he served as an officer of the Company) for a period of three (3) years from the Effective Date, so long as the Company is able to include and maintain such coverage for Executive under the D&O Policy on commercially reasonable terms. In the event the Company is unable to renew the D&O Policy following the expiration of the current term of such D&O Policy on commercially reasonable terms, shall use its commercially reasonable efforts to obtain a replacement directors’ and officers’ liability insurance policy or policies (a “Replacement D&O Policy”), which Replacement D&O Policy shall provide coverage to Executive upon the foregoing terms and conditions; provided that in any event, Executive shall be entitled to no less favorable protection under the Replacement D&O Policy as is provided to other former executives of the Company. Neither Party shall have any obligation to the Other Party either in respect of the period prior to or following the Effective Date, other than as specifically provided in this Agreement and in the Indemnification Agreement dated the date hereof between the Parties (the “Indemnification Agreement”). The Parties acknowledge and agree that (i) Executive has resigned as the Company’s Chief Executive Officer and as a member of the Board voluntarily and as mutually agreed ...
Sample 1
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Acknowledgement of Resignation; Termination of Employment Agreement; No Further Obligations. The Company and Executive acknowledge, agree and confirm that (i) Executive has resigned as the Company’s Chief Financial Officer, and from all positions, if any, that Executive holds with the Company or any of its Affiliates, and (ii) except as specifically provided in the following sentence, the Employment Agreement is terminated and of no further force or effect whatsoever, in each case effective as of the Resignation Date. Notwithstanding the foregoing, the Parties acknowledge and agree that Section 6 of the Employment Agreement, entitled “Restrictive Covenants,” and Section 7.5 of the Employment Agreement, entitled “Indemnification,” shall continue to remain in full force and effect in accordance with their respective terms, and Executive shall retain all other rights to indemnification arising under Company’s Certificate of Incorporation and By-Laws. The Company shall continue to include coverage for Executive under its directors and officers liability insurance policy or policies pursuant to the Company’s tail insurance coverage with respect to his alleged acts or omissions during the period that he served as an officer of the Company. Neither Party shall have any obligation to the Other Party either in respect of the period prior to or following the Effective Date, other than as specifically provided in this Agreement. The Parties acknowledge and agree that (i) Executive has resigned as the Company’s Chief Financial Officer voluntarily and as mutually agreed with the Company, (ii) the resignation by Executive is not the result of any claim or threatened claim by either Party against the Other Party and (iii) the payments to be made and the issuance of securities to the Executive and the other promises of the Parties made herein constitute full and adequate consideration for the agreement of the Parties reflected herein.
Sample 1

Related to Acknowledgement of Resignation; Termination of Employment Agreement; No Further Obligations

  • Termination of Employment Agreement (a) Effective as of the Effective Date and immediately prior to the Effective Time, the Employment Agreement is hereby terminated and shall be of no further force or effect whatsoever; provided, however, that, and notwithstanding anything in this Agreement to the contrary, such termination shall be contingent on the closing of the Merger.

  • OBLIGATIONS SURVIVE TERMINATION OF EMPLOYMENT Executive agrees that any and all of Executive’s obligations under this Agreement, including but not limited to Exhibits B and C, shall survive the termination of employment and the termination of this Agreement.

  • Termination of Employment Agreements Any and all Employment Agreements entered into between the Company or any of its Subsidiaries and the Executive prior to the date of this Agreement are hereby terminated.

  • TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION (a) The Term of Employment may be terminated by the Company at any time:

  • SEVERANCE COMPENSATION IN THE EVENT OF A TERMINATION OTHER THAN FOR CAUSE In the event of a Termination Other Than for Cause, the Employee shall be paid as severance compensation his Base Salary (at the rate payable at the time of such termination) for a period of twelve (12) months from the date of such termination, on the dates specified in Section 3.1, and Employee shall also be paid an amount equal to the average annual bonus earned by the Employee as an employee of Avocent Corporation and its affiliates and predecessors in the two (2) years immediately preceding the date of termination. Notwithstanding anything in this Section 4.2 to the contrary, the Employee may in the Employee’s sole discretion, by delivery of a notice to the Employer within thirty (30) days following a Termination Other Than for Cause, elect to receive from the Employer a lump sum severance payment by bank cashier’s check equal to the present value of the flow of cash payments that would otherwise be paid to the Employee pursuant to this Section 4.2. Such present value shall be determined as of the date of delivery of the notice of election by the Employee and shall be based on a discount rate equal to the interest rate on 90-day U.S. Treasury bills, as reported in The Wall Street Journal (or similar publication), on the date of delivery of the election notice. If the Employee elects to receive a lump sum severance payment, Avocent Corporation shall cause the Employer to make such payment to the Employee within ten (10) days following the date on which the Employee notifies the Employer of the Employee’s election. The Employee shall also be entitled to have the vesting of any awards granted to the Employee under any AHC or Avocent stock option plans fully accelerated. The Employee shall be provided with medical plan benefits under any health plans of Avocent or Employer in which the Employee is a participant to the full extent of the Employee’s rights under such plans for a period of twelve (12) months from the date of such Termination Other Than for Cause (even if Employee elects to receive a lump sum severance payment).

  • Compensation Following Termination of Employment In the event that Executive's employment hereunder is terminated, Executive shall be entitled to the following compensation and benefits upon such termination:

  • Termination for Cause, or Termination Upon Death, Disability or Resignation from the Company Without Good Reason If Executive’s employment shall terminate as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to Section 3(a)(ii), pursuant to Section 3(a)(iii) for Cause, or pursuant to Section 3(a)(vi) for Executive’s resignation from the Company without Good Reason, then Executive shall not be entitled to any severance payments or benefits, except as provided in Section 3(c).

  • Termination for Cause; Resignation Without Good Reason; Death or Disability (i) The Company may terminate Executive’s employment with the Company at any time for Cause. Further, Executive may resign at any time without Good Reason. Executive’s employment with the Company may also be terminated due to Executive’s death or disability.

  • Termination of Employment With Cause If the Participant is terminated for Cause, the Performance Share Unit Award will be forfeited. For this purpose, “Cause” is defined in the employment agreement in effect between the Participant and the Company or any subsidiary, including any employment agreement entered into after the Award Date. In the absence of an employment agreement, “Cause” means any breach by the Participant of any of his or her material obligations under any Company policy or procedure, including, without limitation, the Code of Conduct.

  • Compensation Following Termination In the event that Executive’s employment hereunder is terminated, Executive shall be entitled only to the following compensation and benefits upon such termination:

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