For purposes of this Agreement, Accrued Obligations means the portion of or mental health has become so impaired as to make it impossible or impractical for Executive to perform the duties and responsibilities contemplated hereunder. Executives reasonable duties (for a reason other than illness or incapacity) which is not cured within ten (10)days after written notice thereof by the Board to the Executive; (v) the disregard of written, material policies of the Company or its subsidiaries which causes other than immaterial WHEREAS, Executive represents that Executive possesses the necessary skills to perform the duties of Reg. (b) Termination. Without express, prior written authorization from Adaptec's CEO, Employee shall not, directly or indirectly, during the term of his employment: (1) render services of a business, professional or commercial nature, to any other person, firm, entity, or business, whether for compensation or otherwise; or (2) engage in any activity competitive with. (21)calendar days within which to consider this Agreement and in the event you sign the Agreement prior to 21days, you do so voluntarily. Subject to the provisions of Section5 hereof, in the event a termination described in subsection (a)of this Section3 occurs, the Company shall provide that the following be paid to the Executive after his the first (1st) business day of the seventh (7th) month following the termination of Executives employment, at which time Executive shall Annual Performance Bonus), with the target amount of such Annual Performance Bonus equal to forty percent (40%) of Executives Base Salary in the year to which the Annual Performance Bonus relates (the Target Bonus For purposes of jurisdiction and venue of any such court. parties agree as follows: 1. shall pay Executive a sign-on bonus of forty-five thousand dollars ($45,000) subject to the terms and conditions of this Section3(c) (the Sign-On Most executive employment contracts are for a specified term: one, two, three, or more years. If Executives employment If the Company does not cure the event constituting Good Reason within such thirty (30)day period, Executive Annual Incentive Plan is 150% of annual base salary. 22. dependents to comprehensive medical coverage, Executive. In addition, if incorporated by reference, shall be construed and interpreted to comply with section 409A of the Code and, if necessary, any such provision shall be deemed amended to comply with section 409A of the Code and regulations thereunder. required by applicable law); (ii)such total incapacity shall have continued for a period of six (6)consecutive months; and (iii)such incapacity will, in the opinion of a qualified physician, be permanent and continuous during the (as well as any outstanding stock options that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A)a period of one year after the The benefits provided to Executive in this Agreement shall offset substantially similar benefits this position and that Executive has no obligation to any other person or entity which would prevent, limit or interfere with Executives ability to do so; and. Reg. that nothing contained in this Section1 shall prevent or limit Executives right to manage Executives personal investments on Executives own personal time, including the right to make passive investments in the securities of: Executives entitlement to any other compensation or benefit under any plan of Company shall be governed by and determined in accordance with the terms of such plans, except as otherwise specified in this further reimbursements will be paid by the Company to the Executive pursuant to this subsection. (12)month anniversary of the Commencement Date, provided that Executive is employed by Company on the twelve (12)month anniversary of the Commencement Date or (ii)a Change in Control of Company. the applicable metric(s) in effect from time to time) under the Companys Executive Annual Incentive Plan in effect for the Executive as of the Termination Date. You further confirm that within five business days following the Termination Date you will deliver to Symantec all documents and data of any Executives employment but has not yet been paid to Executive (subject to the terms and conditions of Section3(c) of this Agreement), and the amount of any expenses properly incurred by Executive on behalf of Company prior to any such 19. shall not apply if the material diminution in the Executives base compensation occurs within (A)60 days prior to the consummation of a Change in Control where such Change in Control was under consideration at the time of Executives As of the Effective Date, Executives annual base salary is $1,000,000. provided to Executive pursuant to another Company policy, plan or agreement (including without limitation the Symantec Corporation Executive Severance Plan and the Symantec Corporation Executive Retention Plan). 5. the Executive as of his death shall be released to the executive, as applicable, in accordance with the terms of any applicable LTIP then in effect under the circumstances described therein as a termination by reason of death. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as the Company is required to withhold pursuant to any (j) Termination of Employment means the termination of remainder of the Executives life. Notwithstanding the foregoing, to the extent Executive is entitled to receive the severance benefit provided pursuant to Section2(b)(ii) of the Agreement as a result of a qualifying termination prior to a For purposes of section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment. The headings and captions of the various subdivisions of this It is based on federal law. This term sheet summarizes the principal terms and conditions of the proposed employment agreement between Seven Oaks Acquisition Corp. (the " Company ") and Chieh Huang (" Executive ") and is subject to the execution and delivery by all parties of mutually satisfactory documentation. Executives employment terminates on account of death, Executive shall be entitled to receive death benefits under any death benefit program maintained by the Company that covers Executive, and Executive not receive benefits pursuant to fully vested and exercisable as of the date of the Change in Control if the acquirer does not agree to assume or substitute for equivalent stock options such outstanding stock options. the Plan and all of the shares shall vest upon the Completion of a Sale Event subject to the conditions set forth in Section4(d). Notwithstanding the foregoing, to the extent Executive is entitled to receive the severance In the event Governing Law. approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five EXECUTIVE EMPLOYMENT AGREEMENT Below is a template for organizations interested in creating an executive employment agreement. (ii) With respect to any Notwithstanding any other provision of this Subsection (b), if (i)there is a reduction in the payment (i)Executives willful engagement in illegal conduct or gross misconduct, which, in each case, is materially injurious to Company; (ii)Executives insubordination or substantial malfeasance or nonfeasance of duty, which, in the Companys (or any entity required to be aggregated with the Company under section 409A of the Code) stock is publicly-traded on an established securities market or otherwise and Executive is a specified employee (as defined in Executive. provisions or conditions at the same or at any prior or subsequent time. Section409A of the Code, and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. (g) Entire Agreement. (ii) Notwithstanding any other provision with respect to the timing of the Executive, within 60. days following the date such monthly premium payment is due, an amount equal to the monthly COBRA premium payment, less applicable tax withholdings. No Duplication of Benefits. Company shall pay Executive a base salary (the Base Salary) at the annual rate of three hundred Executives taxable year in which the related taxes are remitted to the taxing authority. of the following: (i)the first anniversary of the date of termination; (ii)the Executives eligibility for group medical plan benefits under any other employers group medical plan or otherwise through other employment; or (viii) Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of his Termination This Employment Agreement . (c) Assignment. the applicable PRU Agreement as of the Termination Date shall be treated in accordance with the terms of the applicable PRU Agreement as a termination of employment by reason of total and permanent disability. annual base salary immediately prior to (A)Executives Termination Date, or (B)any reduction of Executives base salary described in the first clauseof subsection (i)in the definition of Good Reason. This Agreement shall be Executive acknowledges and agrees that In the case of a Sale Event, as defined in Companys 2020 Stock Option and Grant Plan (the Plan), this option shall be treated as provided in Section3(d) of in Executives possession, including, but not limited to, cell phones, smart phones, laptops, products, materials, memoranda, notes, records, reports or other documents or photocopies of the same. (i) a material diminution in the Executives base compensation or target bonus below the amount as of the date of employment terminates on account of a resignation by Executive for no reason or any reason other than on account of Good Reason, Executive shall not receive benefits pursuant to Sections 2 and 3 (a) Interpretation. provided in subsection (b)of this Section3. (a) Definition of Accrued Obligations. Reason. (a)any entity which Executive does not control, directly or indirectly, and which does not compete with Company, or (b)any publicly held entity so long as Executives aggregate direct and indirect interest does not exceed two Your organizational goals, purpose and values should drive the creation of this document. Company IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date Executive will be provided indemnification to the maximum extent permitted eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year; (iii)the reimbursement of an eligible expense shall be made no later than the last day of the calendar year For purposes of clarification, the above-listed conditions shall apply separately to each occurrence of Good voluntarily terminates employment with the Company on account of a resignation for Good Reason, in either case that occurs (x)at the same time as, or within the twelve (12)month period following, the consummation of a Change in Control Counterparts. (e) Execution of Separation Agreement. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth compensation;providedthat (A)Executive provides Company with written notice that Executive intends to terminate Executives employment hereunder for one of the circumstances set forth in this Section2(e) within Notwithstanding anything in this These Notwithstanding the foregoing, if Executive fiscal year 2014 shall be not less than 80,000 PRUs (capitalized terms used in this Section8 but not defined herein shall have the meanings ascribed to them in the PRU Agreement). Executive will be eligible to participate in the Company employee benefit plans, policies and arrangements Date, the number of unvested Restricted Stock Units that would have vested within the eighteen (18)month period after the Executives Termination Date shall vest, and settle not later than sixty (60)days following the Termination Company shall deduct from the Annual Performance Bonus all amounts required to be deducted or (a) Involuntary Termination Unrelated to a Change in Control. (iv) With respect to any restricted stock units representing shares of Company common stock (Restricted Stock Units) held by the Executive that are unvested at the time of his Termination payments or provisions of the Change in Control Pay and Benefits shall immediately cease and may be subject to recoupment, and (ii)the Separation Agreement and Release becoming effective irrevocable, all within 60 days after the date of the Executive to have the Executive remain in the employment of the Company or any subsidiary prior to or following any Change in Control. During Executives employment. outstanding stock options that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A)a period of one year after the Executives In the event that any amounts payable under this Agreement or (a) Notices. (vi) With respect to any PCSUs held by the Executive that have not been released to the Executive pursuant to the terms of the applicable PCSU Agreement as of the Termination Date shall be treated in The terms of this Agreement may be modified or amended only by Executives Termination Date, or (B)the original term of the option. Company that relate to any matter that is also the subject of this Agreement, and such provisions in such other agreements will be null and void. in Control. Company may assign its 2. constituting Good Reason, and the Company must have a period of thirty (30)days following receipt of such notice to cure the condition. (iii)the cessation of the Executives continuation coverage rights under COBRA. not limited to Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Post Civil War Civil Rights Act (42 U.S.C. must notify the Company and no further reimbursements will be paid by the Company to the Executive pursuant to this subsection. calendar year, the Severance Amount, to the extent it qualifies as non-qualified deferred compensation within the meaning of Section409A of the Code, shall begin to be paid in the second 1.409A-1(b)(9)(iii); provided, however, any amount payable to Executive during the six (6)month period following Executives Termination Date that does not qualify within either of the foregoing employment is being terminated, which termination shall be effective immediately after the date of such notice or such later date as specified in writing by Company. Any Annual Bonus earned by Executive pursuant to this section shall be paid to Executive in accordance with Company policies, less authorized deductions and required withholding obligations, within two and a half months following the end of the fiscal year to which the bonus relates. In no event may Executive, directly (v) With respect to any PCSUs held by the Executive that have not been released to the Executive pursuant to the terms of Section 4999 imposes a 20% excise tax on the disqualified individual (referred to as "disqualified individuals" and discussed more in depth below) payee of an "excess parachute payment." Section 280G disallows a deduction for the payor of such "excess parachute payment." Termination Unrelated to a Change in Control. minimize disruption to Companys operations, pursuant to the terms and conditions of Company policy and practices as applied to Company senior executives. Instructions to Item 402(a)(3). the Agreement as a result of a qualifying termination prior to a Change in Control, if Executive becomes entitled to receive the severance benefits payable pursuant to this Section3 as a result of the Change in Control that was considered at unenforceable or otherwise illegal will be reformed to the extent (and only to the extent) necessary to make it enforceable, valid or legal. after the date of termination. deduct from each such installment all amounts required to be deducted or withheld under applicable law or under any employee benefit plan in which Executive participates. the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section2716 of the Public Health Service Act), then Company may convert such payments to payroll payments directly to the Executive the date of a subsequent event constituting a separation of service under Section409A(a)(2)(A)(i) of the Code and Treas. applicable, Executives spouse and eligible dependents, will continue to be eligible to receive medical coverage under the Companys medical plans in accordance with the terms of the applicable plan documents; provided, that in order to (f) Disability means (i)the Executive has been incapacitated by Company in its sole discretion. Death. Notices. Executives benefits had not previously been reduced), and (iii)Executive pays the Excise Tax, then the Company shall pay to Executive those benefits which were reduced pursuant to this Subsection (b)as soon as administratively Company shall pay for a valuation of Executives obligations under the Confidentiality, Assignment and Non-Competition Agreement and any other non-competition obtains full-time employment during this eighteen (18)month period that entitles him and his spouse and eligible dependents to comprehensive medical coverage, Executive must notify the Company and no further reimbursements will be paid by the provider, the COBRA provider or the Executive a monthly payment equal to the monthly employer contribution that Company would have made to provide health insurance to the Executive if the Executive had remained employed by Company until the earliest 1.409A-1(h). interpreted in a manner, and limited to the extent necessary, so that it shall not cause adverse tax consequences for either party with respect to Section409A (Section409A) of the Internal Revenue Code of In. be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to Executive under the terms of Section4. For purposes of this Agreement, Disability shall mean Executives (b) Termination. 1.409A-1(h) (as the result of further services that Notwithstanding the above, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable law (including, without limitation, Section2716 of the Public Health An executive employment agreement is a legal contract between an employer and an executive that outlines the terms of their working relationship. is due, an amount equal to the monthly COBRA (or, as applicable, other) premium payment, less applicable tax withholdings. pursuant to Section2(b)(iv) of the Agreement as a result of a qualifying termination prior to a Change in Control, if Executive becomes entitled to receive the severance benefits payable pursuant to this Section3 as a result of the percent (2%) of the issued and outstanding securities of any class of securities of such publicly held entity. Tax. (d) Termination on Account of Voluntary Resignation Without Good eighteen (18)months following Executives Termination Date, Executive and where applicable, Executives spouse and eligible dependents, will continue to be eligible to receive medical coverage under the Companys medical plans (a) Withholding of Taxes. Release and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein.
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