Executive's Rights. In the event that, during the term of this Agreement, the Company undergoes a Change-of-Control, (as that term is defined below) and if within 24 months after the consummation of such change either (1) Executive is involuntarily terminated, except as provided in Section 5.1(b), or (2) Executive voluntarily terminates his employment for "good cause" as defined in Section 5.1(d), then Executive shall be entitled to the following compensation:
Executive's Rights. Paragraph 10 of this Agreement does not apply to an invention for which no equipment, supplies, facilities or trade secret information of the Company was used and which was developed entirely on Executive's own time, unless (a) the invention relates (i) to the business of the Company, or (ii) to the Company's actual or demonstrably anticipated material research or development, or (b) the invention results from any work performed by Executive for the Company.
Executive's Rights. Upon any termination pursuant to this Section 5.4. (that is not a termination under any of Sections 5.1., 5.2., 5.3., 5.5. or 5.6.), the Company shall: within fifteen (15) days of the Termination Date, pay to the Executive: (i) two (2) times the amount of the Executive’s annual Base Salary; (ii) two (2) times the Incentive Compensation described in the “Bonuses: Incentive Compensation” section of this Agreement above, based upon the amount of Incentive Compensation paid to the Executive for whichever of the prior three (3) calendar years provided the greatest Incentive Compensation; and (iii) continue to provide the Executive with the benefits she was receiving under Section 4.2. hereof (the “Benefits”) until the later of the Executive’s full retirement date for Social Security purposes or until the Executive attains the age of seventy (70) years, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive.** Additionally, all Restricted Stock and Performance Shares held by the Executive shall immediately vest. For the purpose of this Section, any criteria to earn Performance Shares shall be deemed to have been satisfied in full, and all Performance Shares that would otherwise be phased in over annual increments shall instead be completely phased in as of the Termination Date. The Company shall not be entitled to any off-sets with respect to any of the above-described amounts payable by the Company. Except as provided in Section 5.7. of this Agreement, below, and all subsections thereof, upon any termination effected and compensated pursuant to this Section 5.4., the Company shall have no further liability hereunder (other than for (x) reimbursement for reasonable business expenses incurred prior to the Termination Date, subject, however, to the provisions of Section 4.1., and (y) payment of compensation for unused vacation days that have accumulated during the prior twelve (12) month period).
Executive's Rights. This Agreement creates no right in the --------- ------------------ Executive to continue in the Bank's service for any specific length of time; nor does it create any other rights in the Executive or obligations on the part of the Bank, except those set forth in this Agreement. The benefits payable under this Agreement shall be independent of and in addition to, any other employment agreements that may exist from time to time between the parties hereto, concerning any other compensation payable by the Bank to the Executive whether as salary, bonus, or otherwise. This Agreement shall not be deemed to constitute a contract of employment between the parties hereto, nor shall any provision hereof restrict the right of the Bank to discharge the Executive or restrict the right of the Executive to terminate his employment. The rights accruing to the Executive or any designated beneficiary under the provisions of the Agreement shall be solely those of an unsecured creditor of the Bank.
Executive's Rights. Under This Agreement to be Those of an Unsecured Creditor of the Bank The rights of the Executive under this Agreement, and of any beneficiary of the Executive, shall be solely those of an unsecured creditor of the Bank. Nothing contained in this Agreement and no action taken pursuant to the provisions of this Agreement shall create or be construed to create a trust of any kind or a fiduciary relationship between the Bank and the Executive or his beneficiaries. Any funds, insurance contracts or other assets of the Bank, whether designated by the Bank to provide the benefits contemplated herein or not, shall at all times continue to be a part of the general funds of the Bank and no person other than the Bank shall, by virtue of this Agreement, have any interest in such funds or assets.
Executive's Rights. Upon any termination pursuant to this Section 5.4. (that is not a termination under any of Sections 5.1, 5.2, 5.3, 5.5 or 5.6.), the Company shall within fifteen (15) days of the Termination Date, pay to the Executive (i) an amount equal to the Executive’s annual Base Salary payable during the fiscal year in which the Termination Date occurs; (ii) an amount equal to the Incentive Compensation described in the “Bonuses: Incentive Compensation” section of this Agreement above, based upon the average annual amount of Incentive Compensation earned by the Executive in respect of the prior three (3) fiscal years (such average annual bonus, the “Bonus Amount”); (iii) payment for unused vacation days that have been carried forward from the fiscal year preceding the fiscal year in which the Termination Date occurs in accordance with the terms of this Agreement and any unused vacation days which have accrued during the fiscal year in which the Termination Date occurs (prorated for that portion of the fiscal year which occurs prior to the Termination Date); (iv) all accrued Base Salary through the Termination Date and any Incentive Compensation earned but unpaid as of the Termination Date for any previously completed fiscal year of the Company; and (v) an amount equal to the Bonus Amount multiplied by a fraction, the numerator of which shall equal the number of days the Executive was employed by the Company in the Company fiscal year in which the Executive’s termination occurs and the denominator of which shall equal 365. The Executive shall also receive such other benefits, if any, to which the Executive may be entitled pursuant to the terms and conditions of the employee compensation, incentive, equity, benefit or fringe benefit plans, policies or programs of the Company, other than any Company severance policy (or any other payment that would result in duplication of benefits), and the Company shall continue to provide the Executive with the benefits he was receiving under Section 4.2 hereof (the “Benefits”) for twelve (12) months following the Termination Date, in the manner and at such times as the Benefits otherwise would have been payable or provided to the Executive.** Additionally, the portion of any Long Term Incentive Grants that have not vested as of the Termination Date shall vest, any restrictions on any Long Term Incentive Grants that have not yet lapsed shall lapse and any performance criteria relating to any Long Term Incentive Grants shall be deemed...
Executive's Rights. Subject to the terms of this Agreement and the Collateral Assignment, the Executive shall be the owner of the Policy, and shall be entitled to exercise all rights in the Policy; provided, however, that while the Collateral Assignment is in effect, the following rights may be exercised only in accordance with Section 6:
Executive's Rights. The Executive shall retain all other rights as owner of the Policy, including, but not limited to, the following:
Executive's Rights. This Agreement shall not limit any right to the extent such right as a matter of law may not be limited by private agreement. This Agreement and the provisions hereof specifically do not limit in any way: (1) Executive’s right to provide information to any governmental authority, or to participate in any government investigation; (2) Executive’s right to provide any information in response to a valid subpoena, court order, discovery request, or other legal process or as otherwise required to be provided by law; (3) Executive’s right to enforce this Agreement; or (4) Executive’s right to file a charge with, provide information to, or participate in an investigation or proceeding conducted by a government agency (such as the Equal Employment Opportunity Commission or National Labor Relations Board) authorized to enforce laws against unlawful conduct, provided that Section 8 does waive Executive’s right to seek, recover, or accept any monetary payments or other individual relief connected to any agency or other action related to claims that are lawfully released in this Agreement. In the event Executive is requested or required by court or government agency order or request, or through subpoena or discovery request, or other legal process, to disclose information that may be deemed covered or implicated by Sections 4 or 5, Executive agrees to the fullest extent allowable by law to give Brixmor, verbally and in writing (via e-mail to xxxxxx.xxxxxx@xxxxxxx.xxx), notice no later than two days after receipt of such order, request, or process. Executive also agrees to limit any disclosure to the minimum amount that is legally required to be disclosed.
Executive's Rights. Subject to Section 11.2, in the event the Executive’s employment is terminated by the Company without Cause (pursuant to Section 8) or by the Executive for Good Reason (pursuant to Section 9), then the Executive shall have the right to sell to the Company (which obligation may be assigned to Funko Acquisition Holdings, L.L.C. (“Holdings”)), and the Company shall have the obligation to purchase 50% of the Class A Units of Holdings (“Class A Units”) that were issued to the Executive pursuant to the terms of that certain Securities Purchase Agreement, dated as of October 9, 2015, between Holdings, the Executive and the other parties thereto (the “Purchase Agreement”) at the lower of (i) $1,000 per Class A Unit or (ii) a price per Class A Unit equal to fair market value (as determined pursuant to Section 11.3 below) (the “Fair Value”) of each such Class A Unit (the “Put Right”). The Executive must exercise the Put Right within ninety (90) days of the date of termination of Executive’s employment. The closing of the repurchase pursuant to the exercise of such Put Right shall take place not later than ten (10) days following the date on which the Fair Value of Class A Units has been determined.
