Termination Procedures and Compensation During Dispute Sample Clauses

Termination Procedures and Compensation During Dispute. 7.1. After a Change in Control and during the term of this Agreement, any purported termination of the Executive's employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 10 hereof. For purposes of this Agreement, a "
Sample 1Sample 2Sample 3See All (13)
Termination Procedures and Compensation During Dispute. (A) Notice of Intent To Terminate. After a Change in Control, ----------------------------- any purported termination of the Executive's employment (other than by reason of death) must be preceded by a written Notice of Intent to Terminate from one party hereto to the other party hereto in accordance with Section 3.6 hereof. For purposes of this Agreement, a "Notice of Intent to Terminate" shall mean a notice which shall indicate the notifying party's opinion regarding the specific provisions of this Agreement that will apply upon such termination and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for the application of the provisions indicated. Further, a Notice of Intent to Terminate for Cause is required to include a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in clause (i) or (ii) of the definition of Cause herein, and specifying the particulars thereof in detail.
Sample 1Sample 2Sample 3See All (6)
Termination Procedures and Compensation During Dispute. Notwithstanding any other provision of this Section 7 or any other provision of this Agreement, for purposes of this Agreement a termination of employment shall only occur if the Executive actually experiences a "separation from service" in accordance with Section 409A. There shall be no separation from service for purposes of this Agreement, and therefore no right to any Severance Payment or other benefits under this Agreement (which are subject to Section 409A), if the Executive continues to provide services as an employee to the Company after a purported termination of employment at an annual rate of 20% or more of the services rendered on average during the immediately preceding three full calendar years of employment and the annual remuneration for such services is at least equal to 20% of the average annual remuneration earned during the final three calendar years of employment. In addition, there also shall be no separation from service if the Executive continues to provide services to the Company in a capacity other than as an employee, if the Executive is providing services at an annual rate of 50% or more of the services rendered on average during the immediately preceding three full calendar years of employment and the annual remuneration for such services is at least equal to 50% of the average annual remuneration earned during the final three calendar years of employment.
Sample 1
Termination Procedures and Compensation During Dispute. 8. No Mitigation 9. Successors; Binding Agreement
Sample 1
Termination Procedures and Compensation During Dispute. The parties hereto agree to comply with the procedures set forth in Exhibit 8 hereto.
Sample 1
Termination Procedures and Compensation During Dispute. (A) Notice of Intent To Terminate. After a Change in Control, ----------------------------- any purported termination of the Executive's
Sample 1
Termination Procedures and Compensation During Dispute 
Sample 1Sample 2Sample 3See All (617)

Related to Termination Procedures and Compensation During Dispute

  • Termination Procedures The Contractor acknowledges that this Agreement may be terminated for Convenience or Default.

  • Indemnification Procedures If any third-­‐party claim is commenced that is indemnified under Section 7.1 above, ICANN shall provide notice thereof to Registry Operator as promptly as practicable. Registry Operator shall be entitled, if it so elects, in a notice promptly delivered to ICANN, to immediately take control of the defense and investigation of such claim and to employ and engage attorneys reasonably acceptable to ICANN to handle and defend the same, at Registry Operator’s sole cost and expense, provided that in all events ICANN will be entitled to control at its sole cost and expense the litigation of issues concerning the validity or interpretation of ICANN’s policies, Bylaws or conduct. ICANN shall cooperate, at Registry Operator’s cost and expense, in all reasonable respects with Registry Operator and its attorneys in the investigation, trial, and defense of such claim and any appeal arising therefrom, and may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. No settlement of a claim that involves a remedy affecting ICANN other than the payment of money in an amount that is fully indemnified by Registry Operator will be entered into without the consent of ICANN. If Registry Operator does not assume full control over the defense of a claim subject to such defense in accordance with this Section 7.2, ICANN will have the right to defend the claim in such manner as it may deem appropriate, at the cost and expense of Registry Operator and Registry Operator shall cooperate in such defense. [Note: This Section 7.2 is inapplicable to intergovernmental organizations or governmental entities.]