EX-10.7
from 10-Q
24 pages
In Order to Induce You to Remain in the Employ of the Corporation and in Consideration of Your Continued Service to the Corporation Pursuant to the Amended and Restated Executive Employment Agreement, Between You and the Corporation, Effective as of the Date Hereof (The “Employment Agreement”), the Corporation Agrees That You Shall Receive Certain Benefits in the Event of a Change in Control and Certain Severance Benefits in the Event Your Employment With the Corporation Is Terminated Subsequent to or in Anticipation of a Change in Control, as Set Forth in This Amended and Restated Severance Compensation Agreement (This “Agreement”). This Agreement Amends and Restates in Its Entirety the Previous Severance Compensation Agreement, Entered Into by You and the Corporation on April 20, 2020 (The “Prior Change in Control Agreement”). 1. Definitions. A.“cause” Has the Meaning Set Forth in the Employment Agreement as in Effect on the Date Hereof. B.“change in Control” Means the Occurrence of Any of the Following Events
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EX-10.1
from 10-Q
11 pages
1.continued Employment. Prior to the Date Upon Which Any Transaction in Which the Company Divests All or Substantially All of the Business to the Purchaser (The “Transaction”) Is Consummated (Such Date, the “Closing Date”), Your Employment With the Company Will Continue on an At-Will Basis, Meaning That You or the Company May Terminate Your Employment for Any Reason or No Reason at Any Time, With or Without Cause (As Defined Below). During Such Period of Continuing Employment by the Company, You Will Continue to Be Subject to the Company’s Policies and Practices and Will Continue to Perform All Duties and Comply With All Obligations You Owe to the Company. for Purposes of This Agreement, “Cause” Means Your (I) Willful Failure to Perform Your Job Duties; (II) Violation of Any Material Policy of the Company; (III) Engaging in Dishonest or Illegal Conduct With Respect to or in the Performance of Your Job Duties; (IV) Embezzlement, Misappropriation, or Fraud, Whether or Not Related to Your Job Duties or the Company; (V) Conviction of or Plea of Guilty or Nolo Contendere to a Crime That Constitutes a Felony (Or State Law Equivalent), or Any Crime, Including a Misdemeanor, Involving Moral Turpitude; or (VI) Breach of This Agreement (Including the Confidentiality Obligations Set Forth in This Agreement) or Any Other Agreement Between You and the Company (Including Any Restrictive Covenant Agreement (As Defined Below))
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