Executive’s Obligations. In consideration of the payments and benefits provided in Section 2 above, Executive will: (a) fully cooperate and assist the Company with any litigation matters or regulatory or agency proceedings for which his testimony or cooperation is requested by Company following the Employment End Date, provided that he is reimbursed for any reasonable and necessary expenses incurred as a result of his cooperation and assistance, and further provided that the Company and Executive shall discuss in advance of Executive’s providing any such cooperation and assistance the anticipated time commitment that would likely be required of Executive with respect to any such matter and shall mutually determine whether Executive should be compensated for his time and the amount of any such compensation, it being understood and agreed that if the parties cannot reach agreement as to any such compensation, then the Company shall not request, and Executive shall not be required, to provide cooperation and assistance with respect to such litigation or proceeding; (b) sign all necessary resignations from the boards of directors and/or all other officer, employee and trustee positions of the Company, but in any event Executive shall be deemed to have resigned any such executive officer, director and trustee positions as of the Employment End Date; (c) through the Employment End Date, continue to comply with the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, Code of Ethics and all other Company policies and procedures applicable to employees of the Company including, without limitation, no destruction of any documents belonging to or relating to the Company or Executive’s employment with the Company, whether in paper, electronic, digital or any other format, unless such destruction is approved in advance and observed by an officer of the Company specifically designated and authorized by Escalade’s Board of Directors; (d) comply with all laws relating to the Company’s business and operations as applicable to Executive and the Company; and (e) comply with all covenants contained in the Executive Agreement and in this Agreement, including without limitation Sections 4, 5 and 6 hereof.
Appears in 2 contracts
Sources: Agreement and Release (Escalade Inc), Executive Severance Agreement (Escalade Inc)
Executive’s Obligations. In consideration of the payments and benefits provided in Section 2 above, Executive will:
(a) fully cooperate and assist the Company with any litigation matters or regulatory or agency proceedings for which his testimony or cooperation is requested by Company following the Employment End Effective Date, provided that he is reimbursed for any reasonable and necessary expenses incurred as a result of his cooperation and assistance, and further provided that the Company and Executive shall discuss in advance of Executive’s providing any such cooperation and assistance the anticipated time commitment that would likely be required of Executive with respect to any such matter and shall mutually determine whether Executive should be compensated for his time and the amount of any such compensation, it being understood and agreed that if the parties cannot reach agreement as to any such compensation, then the Company shall not request, and Executive shall not be required, to provide cooperation and assistance with respect to such litigation or proceeding;
(b) sign all necessary resignations from the boards of directors and/or all other officer, employee and trustee positions of the Company, but in any event Executive shall be deemed to have resigned any such executive officer, director and trustee positions as of the Employment End Date;
(c) through the Employment End Date, except as provided in clause (d) below, continue to comply with the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, Code of Ethics and all other Company policies and procedures applicable to employees of the Company including, without limitation, no destruction of any documents belonging to or relating to the Company or Executive’s employment with the Company, whether in paper, electronic, digital or any other format, unless such destruction is approved in advance and observed by an officer of the Company specifically designated and authorized by Escalade’s Board of Directors;
(d) comply with the Company’s Policy for Recovery of Incentive Compensation through the end of the look back period, which look back period shall be deemed to commence on the Employment End Date and continue for three years thereafter;
(e) comply with all laws relating to the Company’s business and operations as applicable to Executive and the Company; and
(ef) comply with all covenants contained in the Executive Agreement and in this Agreement, including without limitation Sections 4, 5 and 6 hereof.
Appears in 2 contracts
Sources: Waiver, Release, Non Competition, Non Solicitation and Non Disclosure Agreement, Executive Severance Agreement (Escalade Inc)
Executive’s Obligations. In consideration of the payments and benefits provided in Section 2 3 above, Executive will:
(a) transfer his responsibilities as Chairman and Chief Executive Officer before the Retirement Date in an appropriate manner and take such actions as are necessary to assure a smooth transition;
(b) not represent or bind the Company or enter into any agreement on behalf of the Company at any time without the prior approval of another executive officer of the Company or the Company’s Board of Directors;
(c) return to the Company on or before his Retirement Date his Company credit card(s), identification card, and office keys;
(d) return to the Company on or before the Retirement Date, all other Company property and materials, including but not limited to all files, books, documents, records and memoranda, and repay all outstanding cash advances. Executive will also file a final expense report within a reasonable period of time after the Retirement Date, if he has any unreimbursed expenses;
(e) not undertake to purchase, or to solicit the purchase, of additional shares of the Company’s common stock other than for exercises of his existing stock options and open market purchases made by Executive in the normal course of his personal investment portfolio consistent with his past practices;
(f) fully cooperate and assist the Company with any litigation matters or regulatory or agency proceedings for which his testimony or cooperation is requested by Company following the Employment End Retirement Date, provided that he is reimbursed for any reasonable and necessary expenses incurred as a result of his cooperation and assistance, and further provided that the Company and Executive shall discuss in advance of Executive’s providing any such cooperation and assistance the anticipated time commitment that would likely be required of Executive with respect to any such matter and shall mutually determine whether Executive should be compensated for his time and the amount of any such compensation, it being understood and agreed that if the parties cannot reach agreement as to any such compensation, then the Company shall not request, and Executive shall not be required, to provide cooperation and assistance with respect to such litigation or proceeding;
(bg) sign all necessary resignations from the boards Boards of directors Directors and/or all other officer, employee and trustee officer positions of the Company, Company and its subsidiaries and affiliates but in any event Executive he shall be deemed to have resigned any such executive officer, director and trustee positions position as of the Employment End DateRetirement Date in any event;
(ch) through for as long as Executive is receiving severance payments hereunder or serves on the Employment End DateBoard of Directors, continue to comply with the Company’s ▇I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, Code of Ethics and all other Company policies and procedures applicable to employees Directors of the Company including, without limitation, no destruction of any documents belonging to or relating to the Company or Executive’s employment with the Company, whether in paper, electronic, digital or any other format, unless such destruction is approved in advance and observed by an officer of the Company specifically designated and authorized by Escalade’s Board of Directors;
(d) comply with all laws relating to the Company’s business and operations as applicable to Executive and the Company; and
(ei) comply with all covenants contained in of the Executive Agreement and in this Agreement, including without limitation Sections 4, 5 and 6 hereofSurviving Covenants.
Appears in 1 contract
Executive’s Obligations. In consideration of the payments and benefits provided in Section 2 above, Executive will:
(a) fully cooperate and assist the Company with any litigation matters or regulatory or agency proceedings for which his testimony or cooperation is requested by Company following the Employment End Effective Date, provided that he is reimbursed for any reasonable and necessary expenses incurred as a result of his cooperation and assistance, and further provided that the Company and Executive shall discuss in advance of Executive’s providing any such cooperation and assistance the anticipated time commitment that would likely be required of Executive with respect to any such matter and shall mutually determine whether Executive should be compensated for his time and the amount of any such compensation, it being understood and agreed that if the parties cannot reach agreement as to any such compensation, then the Company shall not request, and Executive shall not be required, to provide cooperation and assistance with respect to such litigation or proceeding;
(b) sign all necessary resignations from the boards of directors and/or all other officer, employee and trustee positions of the Company, but in any event Executive shall be deemed to have resigned any such executive officer, director and trustee positions as of the Employment End Date;
(c) through the Employment End Date, except as provided in clause (d) below, continue to comply with the Company’s ▇I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, Code of Ethics and all other Company policies and procedures applicable to employees of the Company including, without limitation, no destruction of any documents belonging to or relating to the Company or Executive’s employment with the Company, whether in paper, electronic, digital or any other format, unless such destruction is approved in advance and observed by an officer of the Company specifically designated and authorized by Escalade’s Board of Directors;
(d) comply with the Company’s Policy for Recovery of Incentive Compensation through the end of the look back period, which look back period shall be deemed to commence on the Employment End Date and continue for three years thereafter;
(e) comply with all laws relating to the Company’s business and operations as applicable to Executive and the Company; and
(ef) comply with all covenants contained in the Executive Agreement and in this Agreement, including without limitation Sections 4, 5 and 6 hereof.
Appears in 1 contract
Executive’s Obligations. In consideration of the payments and benefits provided in Section 2 3 above, Executive will:
(a) transfer his responsibilities as the Company's President and Chief Executive Officer before the Executive Transition Date in an appropriate manner and take such actions as are necessary to assure a smooth transition;
(b) not represent or bind the Company or enter into any agreement on behalf of the Company at any time without the prior approval of another executive officer of the Company or the Company's Board of Directors;
(c) fully cooperate and assist the Company with any litigation matters or regulatory or agency proceedings for which his testimony or cooperation is requested by Company following the Employment End Executive Transition Date, provided that he is reimbursed for any reasonable and necessary expenses incurred as a result of his cooperation and assistance, and further provided that the Company and Executive shall discuss in advance of Executive’s 's providing any such cooperation and assistance the anticipated time commitment that would likely be required of Executive with respect to any such matter and shall mutually determine whether Executive should be compensated for his time and the amount of any such compensation, it being understood and agreed that if the parties cannot reach agreement as to any such compensation, then the Company shall not request, and Executive shall not be required, to provide cooperation and assistance with respect to such litigation or proceeding;
(bd) sign all necessary resignations from the boards of directors and/or all other officer, employee and trustee positions of the Company, but in any event Executive shall be deemed to have resigned any such executive officer, director and trustee positions as of the Employment End Executive Transition Date and from all other positions as of the Retirement Date;
(ce) through the Continuing Employment End DatePeriod, continue to comply with the Company’s ▇▇▇'s Insider Trading Policy, Code of Et▇▇▇▇ ▇▇▇▇▇ ▇▇▇ Policy, Code of Ethics and all other ▇▇her Company policies and procedures applicable to employees of the Company including, without limitation, no destruction of any documents belonging to or relating to the Company or Executive’s employment with the Company, whether in paper, electronic, digital or any other format, unless such destruction is approved in advance and observed by an officer of the Company specifically designated and authorized by Escalade’s Board of Directors;
(d) comply with all laws relating to the Company’s business and operations as applicable to Executive and the Company; and
(ef) comply with all covenants contained in the Executive Agreement and in this Agreement, including without limitation Sections 46, 5 7 and 6 hereof8.
Appears in 1 contract
Sources: Retirement Agreement (Escalade Inc)
Executive’s Obligations. In consideration of the payments and benefits provided in Section 2 above, Executive will:
(a) fully cooperate and assist the Company with any litigation matters or regulatory or agency proceedings for which his testimony or cooperation is requested by Company following the Employment End Date, provided that he is reimbursed for any reasonable and necessary expenses incurred as a result of his cooperation and assistance, and further provided that the Company and Executive shall discuss in advance of Executive’s providing any such cooperation and assistance the anticipated time commitment that would likely be required of Executive with respect to any such matter and shall mutually determine whether Executive should be compensated for his time and the amount of any such compensation, it being understood and agreed that if the parties cannot reach agreement as to any such compensation, then the Company shall not request, and Executive shall not be required, to provide cooperation and assistance with respect to such litigation or proceeding;
(b) sign all necessary resignations from the boards of directors and/or all other officer, employee and trustee positions of the Company, but in any event Executive shall be deemed to have resigned any such executive officer, director and trustee positions as of the Employment End Date;
(c) through the Employment End Date, except as provided in clause (d) below, continue to comply with the Company’s ▇I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, Code of Ethics and all other Company policies and procedures applicable to employees of the Company including, without limitation, no destruction of any documents belonging to or relating to the Company or Executive’s employment with the Company, whether in paper, electronic, digital or any other format, unless such destruction is approved in advance and observed by an officer of the Company specifically designated and authorized by Escalade’s Board of Directors;
(d) comply with the Company’s Policy for Recovery of Incentive Compensation through the end of the look back period, which look back period shall be deemed to commence on the Employment End Date and continue for three years thereafter;
(e) comply with all laws relating to the Company’s business and operations as applicable to Executive and the Company; and;
(ef) comply with all covenants contained in the Executive Agreement and in this Agreement, including without limitation Sections 4, 5 and 6 hereof;
(g) between the Effective Date and the Employment End Date, perform Executive’s duties as Escalade’s President and Chief Executive Office in a professional manner and on a full time basis, which duties shall include Executive’s reasonable best efforts to facilitate a smooth transition of responsibilities to his successor; and
(h) after the Employment End Date and through the later of the second anniversary thereof or March 9, 2022, Executive shall serve as a consultant to the Company, providing consulting services as shall be reasonably requested by the Company upon reasonable advance notice, it being understood and agreed that the amount of consulting services provided by Executive shall be no more than twenty percent (20%) of the average amount of services provided by Executive during the thirty six month period prior to the Employment End Date.
Appears in 1 contract
Sources: Retirement Agreement (Escalade Inc)
Executive’s Obligations. In consideration of the payments and benefits provided in Section 2 above, Executive will:
(a) fully cooperate and assist the Company with any litigation matters or regulatory or agency proceedings for which his testimony or cooperation is requested by Company following the Employment End Date, provided that he is reimbursed for any reasonable and necessary expenses incurred as a result of his cooperation and assistance, and further provided that the Company and Executive shall discuss in advance of Executive’s providing any such cooperation and assistance the anticipated time commitment that would likely be required of Executive with respect to any such matter and shall mutually determine whether Executive should be compensated for his time and the amount of any such compensation, it being understood and agreed that if the parties cannot reach agreement as to any such compensation, then the Company shall not request, and Executive shall not be required, to provide cooperation and assistance with respect to such litigation or proceeding;
(b) sign all necessary resignations from the boards of directors and/or all other officer, employee and trustee positions of the Company, but in any event Executive shall be deemed to have resigned any such executive officer, director and trustee positions as of the Employment End Date;
(c) through the Employment End Date, continue agrees to comply with the restrictive covenants and agreements set forth in the Employee Covenants Agreement signed by Executive on February 7, 2017, as modified hereby (“Covenants Agreement”), which is incorporated herein by reference, and all other written restrictive covenants and agreements with the Company’s , restrictive covenants under Equity Awards, and all confidentiality and other obligations with respect to the Company under its Code Business Conduct and Ethics, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, Code of Ethics and all other Company policies and procedures applicable to employees of the Company includingAnti-Corruption Policy or otherwise, including without limitation, no destruction non-competition, non-solicitation, confidentiality and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ restrictions (collectively, the “Restrictive Covenants”). Executive expressly acknowledges that continuing to comply with the terms of the Restrictive Covenants is a material term of this Agreement. Executive further acknowledges that, in the event that Executive has materially violated any documents belonging of the Restrictive Covenants and fails to or relating reasonably cure such material violation within 10 business days after receiving written notice from the Company reasonably detailing such material violation and demanding that it be cured, Executive shall forfeit any benefits described in Section 3(b), and to the Company extent permissible under applicable law, shall return to Braze any amounts previously received under the arrangement set forth in Section 3(b), except $500.00, which the Parties agree constitutes valid and ongoing consideration for the release and waiver of claims in Section 4 of this Agreement, and Braze shall have no further obligation to Executive. Section 6 of the Covenants Agreement is hereby replaced in its entirety with the following: “Covenant of Non-Disparagement. I will not at any time, either during or Executive’s after my employment with the Company, whether in paper, electronic, digital or any other format, unless such destruction is approved in advance and observed by an officer disparage the reputation of the Company specifically designated and authorized by Escaladeits affiliates or, in such capacity, any of its or their respective officers, directors, employees or agents.”
b) In addition, because Executive’s Board of Directors;
services are personal and unique and because Executive has access to and has become acquainted with the Confidential Information (d) comply with all laws relating to the Company’s business and operations as applicable to Executive and the Company; and
(e) comply with all covenants contained defined in the Executive Agreement and in Covenants Agreement), Braze shall have the right to enforce this Agreement, including the Restrictive Covenants, and any of its provisions by injunction, or other equitable relief, without limitation Sections 4bond (if allowed by applicable law), 5 and 6 hereofwithout prejudice to any other rights and remedies that Braze may have for a breach of this Agreement and the Restrictive Covenants. In the event that Executive performs services for other entities while employed by Braze or following the Termination Date, Executive hereby consents to the notification of Executive’s new employer of Executive’s rights and obligations under this Agreement, including the Restrictive Covenants.
Appears in 1 contract
Sources: Transition, Separation and Release Agreement (Braze, Inc.)
Executive’s Obligations. In consideration of exchange for Company providing the payments and above described benefits provided in Section 2 aboveto Executive, Executive willagrees to the following:
(a) fully cooperate and assist Executive agrees that during the Company with any litigation matters Benefit Period, Executive will not directly or regulatory or agency proceedings for which his testimony or cooperation is requested by Company following the Employment End Date, provided that he is reimbursed for any reasonable and necessary expenses incurred as a result of his cooperation and assistance, and further provided that the Company and Executive shall discuss in advance of Executive’s providing any such cooperation and assistance the anticipated time commitment that would likely be required of Executive with respect to any such matter and shall mutually determine whether Executive should be compensated for his time and the amount of any such compensation, it being understood and agreed that if the parties cannot reach agreement as to any such compensation, then the Company shall not request, and Executive shall not be required, to provide cooperation and assistance with respect to such litigation or proceeding;
indirectly (a) engage in; (b) sign all necessary resignations from own or control any debt equity, or other interest in (except as a passive investor of less that 5% of the boards capital stock or publicly traded notes or debentures of directors and/or all other a publicly held company); or (c)
(1) act as director, officer, employee and trustee positions of the Companymanager, but employee, participant or consultant to or (2) be obligated to or connected in any event Executive shall be deemed to have resigned advisory business enterprise or ownership capacity with, any such executive officerof Tech Data Corp., director and trustee positions as of the Employment End Date;
(c) through the Employment End DateIngram Micro, continue to comply with the Company’s ▇Inc., Co▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy2000 AG (C2000), Code Intelligent Electronics, Inc., MicroAge, Inc., Inacom Corp., Compucom, Entex Information Services, Inc. or Vanstar Corp. or with any subsidiary, division or successor of Ethics and all other Company policies and procedures applicable to employees any of them or with any entity that acquires, whether by acquisition, merger or otherwise, any significant amount of the Company including, without limitation, no destruction assets or substantial part of any documents belonging to of the business of any of them;
(b) During the term of this Agreement, or relating to if longer, the Benefit Period, Executive will not, on behalf of any business enterprise other than the Company and its subsidiaries, solicit the employment of or hire any person that is or was employed by the Company or Executive’s employment with any of its subsidiaries at any time on or after January 1, 1995;
(c) Within two weeks of the Companyeffective date of a Covered Termination, and prior to receiving any severance compensation from Company in respect of such Covered Termination, whether under this Agreement or otherwise, Executive will execute and deliver to Company a Release and a Confidentiality Agreement, each substantially in paperthe form provided to Executive with this Agreement, electronic, digital or any other format, unless with such destruction is approved in advance and observed by an officer of the changes as Company specifically designated and authorized by Escalade’s Board of Directors;might request; and
(d) comply with all laws relating to In the Company’s business and operations as applicable to event of any breach by Executive and of the Company; and
(e) comply with all covenants restrictions contained in the Executive Agreement and in this Agreement, including Company shall have no further obligation to compensate Executive hereunder and Executive acknowledges that the harm to Company cannot be reasonably or adequately compensated in damages in any action at law. Accordingly, Executive agrees that, upon any violation of such restrictions, Company shall be entitled to preliminary and permanent injunctive relief in addition to any other remedy, without limitation Sections 4, 5 and 6 hereofthe necessity of proving actual damages.
Appears in 1 contract
Executive’s Obligations. In consideration of the payments and benefits provided in Section 2 above, Executive will:
(a) fully cooperate and assist the Company with any litigation matters or regulatory or agency proceedings for which his her testimony or cooperation is requested by Company following the Employment End Date, provided that he she is reimbursed for any reasonable and necessary expenses incurred as a result of his her cooperation and assistance, and further provided that the Company and Executive shall discuss in advance of Executive’s providing any such cooperation and assistance the anticipated time commitment that would likely be required of Executive with respect to any such matter and shall mutually determine whether Executive should be compensated for his her time and the amount of any such compensation, it being understood and agreed that if the parties cannot reach agreement as to any such compensation, then the Company shall not request, and Executive shall not be required, to provide cooperation and assistance with respect to such litigation or proceeding;
(b) sign all necessary resignations from documents relating to her ceasing to serve on the boards of directors and/or all other as an officer, employee and or trustee positions of the Company, (which includes its subsidiaries and affiliates), but in any event Executive shall be deemed to have resigned been terminated from any such executive officer, director and trustee positions as of the Employment End Date;
(c) through the Employment End Date, continue to comply with the Company’s ▇I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, Code of Ethics and all other Company policies and procedures applicable to employees of the Company including, without limitation, no destruction of any documents belonging to or relating to the Company or Executive’s employment with the Company, whether in paper, electronic, digital or any other format, unless such destruction is approved in advance and observed by an officer of the Company specifically designated and authorized by Escalade’s Board of Directors;
(d) comply with all laws relating to the Company’s business and operations as applicable to Executive and the Company; and
(e) comply with all covenants contained in the Executive Agreement and in this Agreement, including without limitation Sections 4, 5 and 6 hereof.
Appears in 1 contract
Sources: Severance Agreement (Escalade Inc)
Executive’s Obligations. In consideration of the payments and benefits provided in Section 2 above, Executive will:
(a) fully cooperate and assist the Company with any litigation matters or regulatory or agency proceedings for which his testimony or cooperation is requested by Company following the Employment End Date, provided that he is reimbursed for any reasonable and necessary expenses incurred as a result of his cooperation and assistance, and further provided that the Company and Executive shall discuss in advance of Executive’s providing any such cooperation and assistance the anticipated time commitment that would likely be required of Executive with respect to any such matter and shall mutually determine whether Executive should be compensated for his time and the amount of any such compensation, it being understood and agreed that if the parties cannot reach agreement as to any such compensation, then the Company shall not request, and Executive shall not be required, to provide cooperation and assistance with respect to such litigation or proceeding;
(b) sign all necessary resignations from the boards of directors and/or all other officer, employee and trustee positions of the Company, but in any event Executive shall be deemed to have resigned any such executive officer, director and trustee positions as of the Employment End Date;
(c) through the Employment End Date, except as provided in clause (d) below, continue to comply with the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, Code of Ethics and all other Company policies and procedures applicable to employees of the Company including, without limitation, no destruction of any documents belonging to or relating to the Company or Executive’s employment with the Company, whether in paper, electronic, digital or any other format, unless such destruction is approved in advance and observed by an officer of the Company specifically designated and authorized by Escalade’s Board of Directors;
(d) comply with the Company’s Policy for Recovery of Incentive Compensation through the end of the look back period, which look back period shall be deemed to commence on the Employment End Date and continue for three years thereafter;
(e) comply with all laws relating to the Company’s business and operations as applicable to Executive and the Company; and
(ef) comply with all covenants contained in the Executive Agreement and in this Agreement, including without limitation Sections 4, 5 and 6 hereof.
Appears in 1 contract
Sources: Waiver, Release, Non Competition, Non Solicitation and Non Disclosure Agreement (Escalade Inc)
Executive’s Obligations. In consideration of the payments and benefits provided in Section 2 above, Executive will:
(a) fully cooperate and assist the Company with any litigation matters or regulatory or agency proceedings for which his testimony or cooperation is requested by Company following the Employment End Effective Date, provided that he is reimbursed for any reasonable and necessary expenses incurred as a result of his cooperation and assistance, and further provided that the Company and Executive shall discuss in advance of Executive’s providing any such cooperation and assistance the anticipated time commitment that would likely be required of Executive with respect to any such matter and shall mutually determine whether Executive should be compensated for his time and the amount of any such compensation, it being understood and agreed that if the parties cannot reach agreement as to any such compensation, then the Company shall not request, and Executive shall not be required, to provide cooperation and assistance with respect to such litigation or proceeding;
(b) sign all necessary further resignations from the boards of directors and/or all other officer, employee and trustee positions of the Company, but in any event Executive shall be deemed to have resigned any such executive officer, director and trustee positions as of the Employment End Date;
(c) through the Employment End Date, except as provided in clause (d) below, continue to comply with the Company’s ▇Confidentiality of Insider Information and Securities Trades by Company Personnel policy (the “I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”), Code of Ethics and all other Company policies and procedures applicable to employees of the Company including, without limitation, no destruction of any documents belonging to or relating to the Company or Executive’s employment with the Company, whether in paper, electronic, digital or any other format, unless such destruction is approved in advance and observed by an officer of the Company specifically designated and authorized by Escalade’s Board of Directors;
(d) comply with the Company’s Amended and Restated Policy for Recovery of Incentive Compensation through the end of the Recovery Period (as defined in such Policy), which Recovery Period shall apply to compensation received by Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement notwithstanding the Employment End Date;
(e) comply with all laws relating to the Company’s business and operations as applicable to Executive and the Company; and
(ef) comply with all covenants contained in the Executive Agreement and in this Agreement, including without limitation Sections 4, 5 and 6 hereof.
Appears in 1 contract
Executive’s Obligations. In consideration of the payments and benefits provided in Section 2 above, Executive will:
(a) fully cooperate and assist the Company with any litigation matters or regulatory or agency proceedings for which his their testimony or cooperation is requested by Company following the Employment End Effective Date, provided that he is reimbursed for any reasonable and necessary expenses incurred as a result of his their cooperation and assistance, and further provided that the Company and Executive shall discuss in advance of Executive’s providing any such cooperation and assistance the anticipated time commitment that would likely be required of Executive with respect to any such matter and shall mutually determine whether Executive should be compensated for his their time and the amount of any such compensation, it being understood and agreed that if the parties cannot reach agreement as to any such compensation, then the Company shall not request, and Executive shall not be required, to provide cooperation and assistance with respect to such litigation or proceeding;
(b) sign all necessary resignations from the boards of directors and/or all other officer, employee and trustee positions of the Company, but in any event Executive shall be deemed to have resigned any such executive officer, director and trustee positions as of the Employment End Date;
(c) through the Employment End Date, except as provided in clause (d) below, continue to comply with the Company’s ▇Confidentiality of Insider Information and Securities Trades by Company Personnel policy (the “I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy”), Code of Ethics and all other Company policies and procedures applicable to employees of the Company including, without limitation, no destruction of any documents belonging to or relating to the Company or Executive’s employment with the Company, whether in paper, electronic, digital or any other format, unless such destruction is approved in advance and observed by an officer of the Company specifically designated and authorized by Escalade’s Board of Directors;
(d) comply with the Company’s Amended and Restated Policy for Recovery of Incentive Compensation through the end of the Recovery Period (as defined in such Policy), which Recovery Period shall apply to compensation received by Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement notwithstanding the Employment End Date;
(e) comply with all laws relating to the Company’s business and operations as applicable to Executive and the Company; and
(ef) comply with all covenants contained in the Executive Agreement and in this Agreement, including without limitation Sections 4, 5 and 6 hereof.
Appears in 1 contract