Termination of Your Employment. 18.1 Subject to the successful completion of the Probationary Period, You are required to give the Company 90 days’ written notice of termination. 18.2 Following the successful completion of the Probationary Period (during which time the Company is required to give You one week's notice of termination), the Company is required to give twelve (12) months notice of termination. 18.3 On termination of your employment You shall immediately return to the Company all Company property, including any credit cards, keys and documents and letters of whatsoever nature or description You may have in any way related to the Company's business, whether stored in hard copy or electronically. 18.4 The Company reserves the right to terminate your employment without notice in the event of any act of gross misconduct or serious breach of the terms of this agreement. 18.5 On termination of your employment, howsoever arising, You shall not have any claim for breach of contract in respect of the loss of any rights or benefits under any share option, bonus, long term incentive plan or other profit sharing scheme operated by the Company in which You may participate which would otherwise have accrued during the period of notice to which are otherwise is entitled under this clause 17. 18.6 At its absolute discretion the Company may at any time (including without limitation after notice of termination shall have been given by either party) lawfully terminate this agreement with immediate effect by notifying You in writing that the Company is exercising its right under this clause 14.6 and that it will make within 28 days a payment in lieu of notice ("Payment in Lieu"). The Payment in Lieu will be equal to Your basic salary for the then unexpired period of notice (subject to deductions required by law including the deduction at source of income tax and national insurance contributions). The Company may pay any sums due under this clause 17.6 in equal monthly instalments until the date on which the notice in clause 17.1 or 17.2 would have expired if notice had been given. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: 18.6.1 any bonus or commission payments, or payments, rights or benefits under any share option or long term incentive plan that might otherwise have been due had You worked for the Company during the notice period for which the Payment in Lieu is made; 18.6.2 any payment in respect of benefits which You would have been entitled to receive had You worked for the Company during the notice period for which the Payment in Lieu is made; and 18.6.3 any payment in respect of any holiday entitlement that would have accrued had You worked for the Company during the notice period for which the Payment in Lieu is made.
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Termination of Your Employment. 18.1 Subject to the successful completion of the Probationary Period, You are required to give currently employed by the Company 90 days’ written notice under the terms of termination.
18.2 Following the successful completion of the Probationary Period an amended and restated employment agreement, dated December 3, 2013 (during which time the Company is required to give You one week's notice of terminationyour “Employment Agreement”), the Company is required to give twelve (12) months notice of termination.
18.3 On termination of your employment . You shall immediately return to the Company all Company property, including any credit cards, keys and documents and letters of whatsoever nature or description You may have in any way related to resign as the Company's business, whether stored in hard copy or electronically.
18.4 The Company reserves the right to ’s President and terminate your employment without notice in the event of any act of gross misconduct or serious breach of the terms of this agreement.
18.5 On termination of your employment, howsoever arising, You shall not have any claim for breach of contract in respect of the loss of any rights or benefits under any share option, bonus, long term incentive plan or other profit sharing scheme operated by the Company in which You may participate which would otherwise have accrued during accordance with Section 4.6 of your Employment Agreement on December 31, 2014 (the period of notice to which are otherwise is entitled under this clause 17.
18.6 At its absolute discretion the Company may at any time (including without limitation after notice of termination shall have been given by either party) lawfully terminate this agreement with immediate effect by notifying You in writing that the Company is exercising its right under this clause 14.6 and that it will make within 28 days a payment in lieu of notice ("Payment in Lieu"). The Payment in Lieu will be equal to Your basic salary for the then unexpired period of notice (subject to deductions required by law including the deduction at source of income tax and national insurance contributions“Separation Date”). The Company shall accept your resignation and termination of employment as of the Separation Date. Your Employment Agreement shall be terminated effective as of the Separation Date, and thereafter you will not be entitled to any benefits thereunder.
1.1. The Company will pay you (i) your Base Salary (as defined in your Employment Agreement) through the Separation Date; (ii) reimbursements for all valid expenses incurred by you in the conduct of the business of the Company through the Separation Date, in accordance with Company policy; and (iii) all accrued but unused vacation pay. As of the Separation Date, if the Company has executed the Consulting Agreement (as defined below) and the Amended and Restated Stock Option Agreement (as defined below), you agree to waive payment of any bonus which may pay any sums due have become payable to you for fiscal year 2014 as provided for in Section 4.7(b)(iii) of your Employment Agreement.
1.2. At the earlier of (i) the Separation Date or (ii) the earliest date permissible under this clause 17.6 in equal monthly instalments until the date on which the notice in clause 17.1 or 17.2 would have expired if notice had been given. For the avoidance of doubtCompany’s 401k plan, the Payment in Lieu shall not include any element in relation to:
18.6.1 any bonus or commission payments, or payments, rights or benefits under any share option or long term incentive plan Company will make a contribution to your 401k account of the following amount: (A) the lesser of (i) the maximum contribution permitted to an employee’s 401k account and (ii) four (4) percent of the total amount that might otherwise you have been due had You worked for contributed to your 401k account during 2014; less (B) the total of all payments made by the Company to your 401k account as a matching payment for a contribution you made during 2014.
1.3. From and after your Separation Date, except as provided for in this Separation Agreement, the notice period for which Consulting Agreement and the Payment in Lieu is made;
18.6.2 any payment in respect of benefits which You would have been Amended and Restated Stock Option Agreement, you will not be entitled to receive had You worked for any future benefit, payment, bonus, allowance, severance or contingent compensation from the Company during by virtue of your employment or the notice period for which the Payment in Lieu is made; and
18.6.3 any payment in respect of any holiday entitlement that would have accrued had You worked for termination thereof and no further payment, benefit or services will be made or provided to you by the Company during in consideration for your entering into this Separation Agreement or the notice period General Release (as defined below).
1.4. From and after your Separation Date, you will have no further obligations to render services as an employee of the Company and, subject to the provisions of Paragraph 3 below and the Consulting Agreement, you will be free to accept employment with or otherwise render services for which any other business entity. Prior to the Payment Separation Date, you will continue to be subject to all of the obligations under your Employment Agreement, including the obligation to devote substantially all of your business time, energies and attention to the performance of your duties under your Employment Agreement. In addition to, and not in Lieu is madelimitation of the foregoing, you shall use your best efforts to complete the tasks set forth on Schedule 1 attached hereto.
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Termination of Your Employment. 18.1 Subject to the successful completion of the Probationary Period, You are required to give currently employed by the Company 90 days’ written notice under the terms of termination.
18.2 Following the successful completion of the Probationary Period an amended and restated employment agreement, dated December 16, 2009, as amended on November 4, 2011, February 3, 2012 and October 31, 2013 (during which time the Company is required to give your “Employment Agreement”). You one week's notice of termination), the Company is required to give twelve (12) months notice of termination.
18.3 On termination of your employment You shall immediately return to the Company all Company property, including any credit cards, keys and documents and letters of whatsoever nature or description You may have in any way related to hereby resign as the Company's business, whether stored in hard copy or electronically.
18.4 The Company reserves the right to ’s President and Chief Executive Officer and terminate your employment without notice in the event of any act of gross misconduct or serious breach of the terms of this agreement.
18.5 On termination of your employment, howsoever arising, You shall not have any claim for breach of contract in respect of the loss of any rights or benefits under any share option, bonus, long term incentive plan or other profit sharing scheme operated by the Company in which You may participate which would otherwise have accrued during the period accordance with Section 4.6 of notice to which are otherwise is entitled under this clause 17.
18.6 At its absolute discretion the Company may at any time (including without limitation after notice of termination shall have been given by either party) lawfully terminate this agreement with immediate effect by notifying You in writing that the Company is exercising its right under this clause 14.6 and that it will make within 28 days a payment in lieu of notice ("Payment in Lieu"). The Payment in Lieu will be equal to Your basic salary for the then unexpired period of notice (subject to deductions required by law including the deduction at source of income tax and national insurance contributions)your Employment Agreement. The Company may pay any sums due hereby waives notice under this clause 17.6 in equal monthly instalments until such section and accepts your resignation. Your Employment Agreement is hereby terminated effective the date hereof, and you will no longer be entitled to any benefits thereunder. You will remain employed by the Company as an advisor until May 16, 2014 (your “Separation Date").
1.1. From the date hereof until your Separation Date: (a) the Company will pay you a salary at the rate of $395,000 per annum in equal, periodic installments in accordance with the Company’s normal payroll procedures; (b) you will continue to receive the benefits provided for in Section 3.3 (Benefits) and, subject to the following sentence, Section 3.5 (Automobile) of your Employment Agreement; and (c) you will be bound by the provisions of Section 5 (Protection of Confidential Information; Non-Competition) of your Employment Agreement. You agree to take all action and pay all expense necessary for you to transfer and assume the automobile lease for the automobile provided for your use by the Company, to take effect on or prior to your Separation Date. If you fail to so transfer and assume the lease, any resulting cost or expense to the Company with respect to such lease, or the termination thereof, will be deducted from the payment provided for in Paragraph 2.1 below. You also agree that you will maintain in full force and effect and not reduce the coverage under the existing insurance on said automobile until after the lease is transferred and assumed by you.
1.2. From and after your Separation Date, you will have no further obligations to render services as an employee of the Company and, subject to the provisions of Paragraph 3 below and the Consulting Agreement (defined below), you will be free to accept employment with or otherwise render services for any other business entity. In accordance with Section 4.8 of your Employment Agreement, at the Company’s request, you hereby resign as a director of the Company and the Company accepts your resignation.
1.3. The Company will (a) pay you all earned and previously approved bonuses for fiscal year 2013 ($24,482.00), less all relevant taxes and withholdings and (b) reimburse you for all valid expenses incurred by you prior to your Separation Date, in each case, in accordance with the Company’s regular policies and procedures. You acknowledge that you have used all paid-time-off/vacation days to which the notice in clause 17.1 or 17.2 you are entitled through your Separation Date. You hereby waive payment of any pro-rated bonus which would have expired if notice had been givenbecome payable to you for fiscal year 2014 as provided for in Section 4.7(a)(ii) of your Employment Agreement.
1.4. For Except as provided for in this Separation Agreement, you will not be entitled to any future benefit, payment, bonus, allowance, severance or contingent compensation from the avoidance Company by virtue of doubtyour employment or the termination thereof and no further payment, benefit or services will be made or provided to you by the Company in consideration for your entering into this Separation Agreement or the General Release of All Claims described in Paragraph 4 below.
1.5. Concurrently with the execution of this Separation Agreement, the Payment in Lieu shall not include any element in relation to:
18.6.1 any bonus or commission payments, or payments, rights or benefits under any share option or long term incentive plan that might otherwise have been due had You worked for Company and you are executing an independent consulting agreement (the Company during the notice period for which the Payment in Lieu is made;
18.6.2 any payment in respect of benefits which You would have been entitled to receive had You worked for the Company during the notice period for which the Payment in Lieu is made; and
18.6.3 any payment in respect of any holiday entitlement that would have accrued had You worked for the Company during the notice period for which the Payment in Lieu is made“Consulting Agreement”).
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