August 2018. Effective as of August 1, 2018, the Basic Annual Rent shall be increased to be equal to the change in the All Urban Index (as defined in Section 3.1 of the Original Lease) from August 1, 2015, through August 1, 2018, provided that in any event such increase shall not be less than 2% per year, compounding, over such period (i.e., in no event shall the Basic Annual Rent be less than 106.12% of the prior Basic Annual Rent), nor greater than 3% per year, compounding, over such period (i.e., in no event shall the Basic Annual Rent be greater than 109.27% of the prior Basic Annual Rent).
August 2018. The Bosch group has sold the business division ATW (Around the Wheel) to Stargate Capital. The division includes Beissbarth GmbH of Munich, German and Sicam S.r.
August 2018. I. Procedural history
August 2018. Parties : (a) The Company (as potential purchaser); and
August 2018 other duties and for such Affiliates as Employer shall hereafter from time to time prescribe. Employee is subject to, and hereby agrees to comply with the rules, regulations, practices and policies of Employer and its Affiliates, as may be adopted or modified from time to time in the sole discretion of Employer and its Affiliates, including but not limited to any rules, regulations, practices, and policies related to corporate governance, conflicts of interest, and code of conduct.
August 2018 employee, agent, partner, shareholder, consultant, or in any other capacity, participate, engage in, or have any financial or other interest in any business which is competitive in any manner whatsoever with any business in which Employer, any of its Affiliates, or the successors or assigns of Employer and its Affiliates are now or may hereafter become engaged. This prohibition shall not include ownership by Employee of less than five percent (5%) of the outstanding shares of any publicly-traded corporation, provided that Employee does not otherwise participate in that corporation as a director, officer, or in any other capacity.
August 2018. (b) In the event Employer terminates Employee’s employment pursuant to Clause 8(a) for any reason other than for Cause and such termination is in Connection with a Corporate Transaction, then, subject to Clause 11 below and Employee’s continued compliance with Clause 16, Employee shall be entitled to receive:
August 2018 coverage and Employee is eligible for and validly elects to continue coverage under COBRA for the Employee and his Family Members, such continued coverage will be provided to Employee and his Family Members for a period of eighteen (18) months following the Termination Date at a cost to Employee that is no greater than that which would have been incurred by Employee had Employee remained as an employee of Employer.
August 2018 and outstanding immediately prior to the Termination Date and Employee shall vest in such awards on the vesting dates set forth in the vesting schedule applicable to each such award, subject to the terms and conditions applicable to such awards (including any performance criteria but excluding the requirement that the Employee actually remain in Continuous Service), see Annex A. With respect to any award described in the preceding sentence that is a stock option, the Post-Termination Exercise Period (as defined in the applicable notice of stock option award and stock option agreement for such award) shall commence on the date the stock option becomes 100% vested, provided that in no event will the stock option be exercised following the Expiration Date set forth in the applicable notice of stock option award and stock option agreement. Notwithstanding the foregoing, if Employee terminates his employment pursuant to Clause 8(a) due to Retirement and such termination occurs at any time on or within twelve (12) months following a Corporate Transaction, if required to avoid imposition of additional tax under Section 409A, Employee will immediately vest in and have the right to exercise all awards that were issued under TGH’s stock plans, are outstanding immediately prior to the Termination Date and are considered deferred compensation under and subject to Section 409A, all restrictions applicable to such awards will lapse, and all performance goals or other vesting criteria applicable to such awards will be deemed achieved at target levels and all other terms and conditions met. Notwithstanding the foregoing or anything herein to the contrary, on or prior to the date the Employee attains age sixty (60), Employee and Employer agree to work together in good faith to reconsider the terms of Clause 10(c) in light of the types of awards that may be granted to Employee under TGH’s stock plans, the applicable accounting rules and tax rules in effect at such time, including but not limited to Section 409A (as defined in Annex A attached hereto), and any other factors the consideration of which is deemed necessary or advisable by Employee or Employer.
August 2018. (the “Payments") would (a) constitute “parachute payments" within the meaning of Section 280G of the Code, and (b) but for this sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax"), then such Payments will be reduced to be equal to the Reduced Amount (as defined below) if and to the extent that a reduction in the Payments would result in Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income and employment taxes and the Excise Tax), than if Employee received the entire amount of such Payments in accordance with their existing terms. The “Reduced Amount" will be the largest portion of the Payments that would result in no portion of the Payments being subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments" is necessary so that the Payment equals the Reduced Amount, reduction shall occur in a manner necessary to provide Employee with the greatest economic benefit. If more than one manner of reduction of payments or benefits necessary to arrive at the Reduced Amount yields the greatest economic benefit, the payments and benefits shall be reduced pro rata. Employee may not exercise any discretion with respect to the ordering of any reductions of payments or benefits under this Clause 12. Unless the Parties otherwise agree in writing, any determination required under this Clause 12 shall be made in writing by Employer’s or an Affiliate’s independent public accountants (the “Accountants"), whose determination shall be conclusive and binding upon Employer and Employee for all purposes. For purposes of making the calculations required by this Clause 12, the Accountants may make reasonable assumptions and approximations concerning applicable taxes. The Parties shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Clause 12. Employer shall bear all costs incurred for and by the Accountants in connection with any calculations or determinations contemplated by this Clause 12.
