We consider awards to have double - trigger vesting when
they vest upon termination of employment following a change of control.
We provide information below about (1) the circumstances under which these options and stock awards
vest upon termination of employment or the occurrence of certain acquisitions, and (2) the hypothetical value each such named executive would have received, if any, upon the vesting of any of these option or stock awards as of that date under those circumstances, assuming each named executive's employment with the Company had terminated or the acquisition had been consummated as of December 31, 2009 and based on an NYSE closing price per share of our common stock on that date of $ 26.99.
Not exact matches
We provide information below about (1) the circumstances under which the
vesting of these options and stock awards
would accelerate
upon termination of employment or the consummation
of an «acquisition transaction» (as defined below) and (2) the hypothetical value each such named executive
would have received, if any,
upon the
vesting of any
of these option or stock awards as
of that date under those circumstances, assuming each named executive's
employment with the Company
had terminated or the acquisition
had been consummated as
of December 31, 2011 and based on an NYSE closing price per share
of our common stock
of $ 27.56 on December 30, 2011, the last trading date in 2011.
Vesting does not accelerate as a result
of termination of employment or
upon a change in control (unless the acquiring company does not assume the awards).
We provide information below about (1) the circumstances under which the
vesting of these options and stock awards
would accelerate
upon termination of employment or the consummation
of an «acquisition transaction» (as defined below) and (2) the hypothetical value each such named executive
would have received, if any,
upon the
vesting of any
of these option or stock awards as
of that date under those circumstances, assuming each named executive's
employment with the Company
had terminated or the acquisition
had been consummated as
of December 31, 2010 and based on an NYSE closing price per share
of our common stock on that date
of $ 30.99.
«The
vesting of each executive's awards will accelerate
upon termination of his
employment for any reason (including a resignation for good reason) other than cause, death or disability (as such terms are defined in such executive's
employment agreement) if such
termination takes place
upon or within two years following a change in control (as defined in such executive's
employment agreement) that occurs during the term
of his
employment agreement and such executive signs a general waiver and release that
has become effective.»
I / we agree that if any material change (s) occur (s) in my / our financial condition that I / we will immediately notify BSHFC
of said change (s) and unless Baby Safe Homes Franchise Corporation is so notified it may continue to rely
upon the application and financial statement and the representations made herein as a true and accurate statement
of my / our financial condition.nI / we authorize Baby Safe Homes Franchise Corporation to make whatever credit inquiries / background checks it deems necessary in connection with this application and financial statement.nI / we authorize and instruct any person or consumer reporting agency to furnish to BSHFC any information that it may
have to obtain in response to such credit inquiries.nIn consideration
of the ongoing association between Baby Safe Homes and the undersigned applicant (hereinafter u201cApplicantu201d), the parties hereto
have entered into this Non-Disclosure and Non-Competition Agreement.nWHEREAS, in the course
of its business operations, Baby Safe Homes provides its customers products and services which, by nature
of the business, include trade secrets, confidential and proprietary information, and other matters deemed material or important enough to warrant protection; and WHEREAS, Applicant, by reason
of his / her interest in Baby Safe Homes and in the course
of his / her duties,
has access to said secrets and confidential information; and WHEREAS, Baby Safe Homes
has trade secrets and other confidential and proprietary information, including procedures, customer lists, and particular desires or needs
of such customers to which Applicant
has access in the course
of his / her duties as an Applicant.nNow, therefore, in consideration
of the premises contained herein, the parties agree as follows Applicant shall not, either during the time
of his / her franchise evaluation with Baby Safe Homes or at any time thereafter either directly or indirectly, communicate, disclose, reveal, or otherwise use for his / her own benefit or the benefit
of any other person or entity, any trade secrets or other confidential or proprietary information obtained by Employee by virtue
of his / her
employment with Baby Safe Homes, in any manner whatsoever, any such information
of any kind, nature, or description concerning any matters affecting or relating to the Baby Safe Homes business, or in the business
of any
of its customers or prospective customers, except as required in the course
of his / her
employment by Baby Safe Homes or except as expressly authorized Baby Safe Homes Franchise Corporation, in writing.nDuring any period
of evaluation with Baby Safe Homes, and for two (2) years thereafter, Applicant shall not, directly or indirectly, induce or influence, divert or take away, or attempt to divert or take away and, during the stated period following
termination of employment, call
upon or solicit, or attempt to call
upon or solicit, any
of the customers or patrons Baby Safe Homes including, but not limited to, those
upon whom he / she was directly involved, or called
upon, or catered to, or with whom became acquainted while engaged in the franchise evaluation process
of a Baby Safe Homes franchise business.
In addition, Roth and non-Roth account balances are combined to determine whether a participant's
vested accrued benefit is $ 5,000 or less, allowing the account to be involuntarily cashed - out
upon termination of employment.
The main exception is if the employer
has an established severance plan which binds them to offer a settlement
upon termination of employment.
The Supreme Court
has recently confirmed in Newcastle
upon Tyne Hospitals NHS Foundation Trust
v Haywood that in the absence
of any express provision in an
employment contract, written notice
of termination from an employer does not take effect until the employee
has read it, or
had a reasonable opportunity
of doing so...
Given the Courts decision in Keenan
v Canac, it is more important than ever for both employees and employers to seek
employment law advice not only
upon termination but also at the initiation
of an
employment relationship.
(
d)
Upon termination of representation, a lawyer shall take steps to the extent reasonably practicable to protect a client's interests, such as giving reasonable notice to the client, allowing time for
employment of other counsel, surrendering papers and property to which the client is entitled and refunding any advance payment
of fee or expense that
has not been earned or incurred.
For some time, the
employment relationship
has been held to a standard
of good faith and fair dealing, at least in respect to the administration
of the
employment contract and especially
upon termination of employment.
In these circumstances, the issue
would have become his notice entitlement
upon termination, and in the absence
of an
employment agreement with an enforceable
termination clause that limited it, Simoes» notice entitlement could
have been quite substantial.
We also include a short review
of a recent decision
of the Ontario Court
of Appeal that underscores the importance
of having properly drafted
employment contracts if you are trying to limit your obligations upon termination to an employee's Employment Standards Act, 2000 minimum ent
employment contracts if you are trying to limit your obligations
upon termination to an employee's
Employment Standards Act, 2000 minimum ent
Employment Standards Act, 2000 minimum entitlements.
Damages payable
upon termination of employment may include benefits during the reasonable notice period, including any bonuses and other incentives that
would otherwise
have fallen due during that period.
Given the length
of time Musoni worked for Logitek, he might
have actually been entitled to three - and - a-half months pay
upon termination of employment, not two - weeks salary, says lawyer Sean Bawden
of Kelly Santini LLP in Ottawa.
When determining as to whether the employee
has a right to the bonus
upon termination, the wording
of the bonus policy or bonus provision in
employment contracts must be analyzed carefully.
Upon an involuntary
termination of Mr. Suh's
employment within 12 months after a change in control
of LegalZoom, he
would have received a cash severance payment equal to one year
of base salary and his then - outstanding unvested stock options, restricted stock, stock appreciation rights and stock units
would become fully
vested immediately before his
termination of employment.