Establishment, Term, and. Purpose This Agreement will commence on the Effective Date and will continue in effect until six (6) months after the date that the Executive is no longer a “Key Executive” of the Company, as defined in this Agreement. However, in the event a Change in Control occurs during the term of this Agreement, this Agreement will remain in effect for the longer of: (i) twenty-four (24) months beyond the month in which such Change in Control occurred; and (ii) until all obligations of the Company hereunder have been fulfilled, and until all benefits required hereunder have been paid to the Executive. JBT – Change in Control Agreement - NEO -2- Article 2. Definitions Whenever used in this Agreement, the following terms will have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized. 2.1. Base Salary means the salary of record paid to an Executive as annual salary, excluding amounts received under incentive or other bonus plans, whether or not deferred. 2.2. Beneficiary means the persons or entities designated or deemed designated by the Executive pursuant to Section 12.2 herein. 2.3. Board means the Board of Directors of the Company. 2.4. Cause means: (a) Violated a material requirement of any material Company policy, specifically including a violation of the Company’s Code of Business Conduct and Ethics; (b) Disclosed, without proper authorization, any trade secrets or other confidential information of the Company; or willfully engaging in any other conduct which breaches Section 10 of this Agreement; (c) Engaged in acts of willful malfeasance or misconduct which is demonstrably injurious to the Company or its subsidiaries or affiliates; (d) Is convicted of, or has pled guilty or nolo contendere to, a felony under the laws of the United States or applicable state law; (e) Engaged in any act that, in the reasonable opinion of the Company, is contrary to its best interests and would reasonably be expected to result in material damage to the property, business or reputation of the Company or its affiliates; (f) The Executive's willful and continued failure to substantially perform the Executive’s employment duties in any material respect (other than any such failure resulting from physical or mental incapacity or occurring after issuance by the Executive of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to the Executive that specifically identifies the man...
Establishment, Term, and. Purpose This Agreement will commence on the Effective Date and shall continue in effect for three (3) full years (i.e., until the day before the third anniversary of the Effective Date). However, at the end of such three (3) year period and at the end of each additional year thereafter, the term of this Agreement shall be extended automatically for one (1) additional year, unless the Committee delivers written notice six (6) months prior to the end of such term, or extended term, to each Executive, that the Agreement will not be extended. In such case, the Agreement will terminate at the end of the term, or extended term, then in progress. However, in the event a Change in Control occurs during the original or any extended term, this Agreement will remain in effect for the longer of: (i) twenty-four (24) months beyond the month in which such Change in Control occurred; or (ii) until all obligations of the Company hereunder have been fulfilled, and until all benefits required hereunder have been paid to the Executive.
Establishment, Term, and. Purpose This Agreement is effective from the Effective Date and will continue in effect until December 31, 2015. On that date, and on each subsequent December 31st, the term of this Agreement will be extended automatically for one (1) additional year, unless the Committee delivers written notice six (6) months prior to such date to the Executive that this Agreement will not be extended. If timely notice not to extend is given, this Agreement will terminate at the end of the term, or extended term, then in progress. However, in the event a Change in Control occurs during the original or any extended term, this Agreement will remain in effect for the longer of: (i) twenty-four (24) months beyond the end of the month in which such Change in Control occurred; and (ii) until all obligations of the Company hereunder have been fulfilled, and until all benefits required hereunder have been paid to the Executive. Article 2. Definitions Whenever used in this Agreement, the following terms will have the meanings set forth below and, when the meaning is intended, the initial letter of the word is capitalized. 2.1. Affiliate means a corporation or other entity controlled by, controlling or under common control with the Company, including, without limitation, any corporation partnership, joint venture or other entity during any period in which at least a fifty percent (50%) voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company. #16640449 v5
Establishment, Term, and
