GVHR » Topics » (vi) the failure of the Company to obtain the assumption agreement from any successor as contemplated in Section 9(b).

These excerpts taken from the GVHR 10-K filed Mar 16, 2009.

(vi)          the failure of the Company to obtain the assumption agreement from any successor as contemplated in Section 9(b).

 

An isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Executive shall not constitute Good Reason.  Executive’s right to terminate employment for Good Reason shall not be affected by Executive’s incapacities due to mental or physical illness and Executive’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting Good Reason; provided, however, that Executive must provide notice of termination of employment within ninety (90) days following Executive’s knowledge of an event constituting Good Reason or such event shall not constitute Good Reason under this Agreement.

 

(h)           “Qualifying Termination” means a termination of Executive’s employment (i) by the Company other than for Cause or (ii) by Executive for Good Reason.  Termination of Executive’s employment on account of death, Disability or Retirement shall not be treated as a Qualifying Termination.

 

(i)            “Retirement” means Executive’s mandatory retirement (not including any mandatory early retirement) in accordance with the Company’s retirement policy generally applicable to its salaried employees, as in effect immediately prior to the Change in Control, or in accordance with any retirement arrangement established with respect to Executive with Executive’s written consent.

 

(j)            “Subsidiary” means any corporation or other entity in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of the then outstanding securities or interests of such corporation or other entity entitled to vote generally in the election of directors or in which the Company has the right to receive 50% or more of the distribution of profits or 50% of the assets or liquidation or dissolution.

 

(k)           “Termination Period” means the period of time beginning with a Change in Control and ending two (2) years following such Change in Control.  Notwithstanding anything in this Agreement to the contrary, if (i) Executive’s employment is terminated prior to a Change in Control for reasons that would have constituted a Qualifying Termination if they had occurred following a Change in Control; (ii) Executive reasonably demonstrates that such termination (or Good Reason event) was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control; and (iii) a Change in Control involving such third party (or a party competing with such third party to effectuate a Change in Control) does occur, then for purposes of this Agreement, the date immediately prior to the date of such termination of employment or event constituting Good Reason shall be treated as a Change in

 

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(vi)          the failure of the
Company to obtain the assumption agreement from any successor as contemplated
in Section 9(b).



 



An isolated, insubstantial and inadvertent action
taken in good faith and which is remedied by the Company within ten (10) days
after receipt of notice thereof given by Executive shall not constitute Good
Reason.  Executive’s right to terminate
employment for Good Reason shall not be affected by Executive’s incapacities
due to mental or physical illness and Executive’s continued employment shall
not constitute consent to, or a waiver of rights with respect to, any event or
condition constituting Good Reason; provided, however, that Executive must
provide notice of termination of employment within ninety (90) days following
Executive’s knowledge of an event constituting Good Reason or such event shall
not constitute Good Reason under this Agreement.



 



(h)           “Qualifying
Termination” means a termination of Executive’s employment (i) by the
Company other than for Cause or (ii) by Executive for Good Reason.  Termination of Executive’s employment on
account of death, Disability or Retirement shall not be treated as a Qualifying
Termination.



 



(i)            “Retirement”
means Executive’s mandatory retirement (not including any mandatory early
retirement) in accordance with the Company’s retirement policy generally
applicable to its salaried employees, as in effect immediately prior to the
Change in Control, or in accordance with any retirement arrangement established
with respect to Executive with Executive’s written consent.



 



(j)            “Subsidiary”
means any corporation or other entity in which the Company has a direct or
indirect ownership interest of 50% or more of the total combined voting power
of the then outstanding securities or interests of such corporation or other
entity entitled to vote generally in the election of directors or in which the
Company has the right to receive 50% or more of the distribution of profits or
50% of the assets or liquidation or dissolution.



 



(k)           “Termination
Period” means the period of time beginning with a Change in Control and ending
two (2) years following such Change in Control.  Notwithstanding anything in this Agreement to
the contrary, if (i) Executive’s employment is terminated prior to a
Change in Control for reasons that would have constituted a Qualifying
Termination if they had occurred following a Change in Control; (ii) Executive
reasonably demonstrates that such termination (or Good Reason event) was at the
request of a third party who had indicated an intention or taken steps
reasonably calculated to effect a Change in Control; and (iii) a Change in
Control involving such third party (or a party competing with such third party
to effectuate a Change in Control) does occur, then for purposes of this Agreement,
the date immediately prior to the date of such termination of employment or
event constituting Good Reason shall be treated as a Change in



 



5
















 



(vi)          the failure of the
Company to obtain the assumption agreement from any successor as contemplated
in Section 9(b).



 



An isolated, insubstantial and inadvertent action
taken in good faith and which is remedied by the Company within ten (10) days
after receipt of notice thereof given by Executive shall not constitute Good
Reason.  Executive’s right to terminate
employment for Good Reason shall not be affected by Executive’s incapacities
due to mental or physical illness and Executive’s continued employment shall
not constitute consent to, or a waiver of rights with respect to, any event or
condition constituting Good Reason; provided, however, that Executive must
provide notice of termination of employment within ninety (90) days following
Executive’s knowledge of an event constituting Good Reason or such event shall
not constitute Good Reason under this Agreement.



 



(h)           “Qualifying
Termination” means a termination of Executive’s employment (i) by the
Company other than for Cause or (ii) by Executive for Good Reason.  Termination of Executive’s employment on
account of death, Disability or Retirement shall not be treated as a Qualifying
Termination.



 



(i)            “Retirement”
means Executive’s mandatory retirement (not including any mandatory early
retirement) in accordance with the Company’s retirement policy generally
applicable to its salaried employees, as in effect immediately prior to the
Change in Control, or in accordance with any retirement arrangement established
with respect to Executive with Executive’s written consent.



 



(j)            “Subsidiary”
means any corporation or other entity in which the Company has a direct or
indirect ownership interest of 50% or more of the total combined voting power
of the then outstanding securities or interests of such corporation or other
entity entitled to vote generally in the election of directors or in which the
Company has the right to receive 50% or more of the distribution of profits or
50% of the assets or liquidation or dissolution.



 



(k)           “Termination
Period” means the period of time beginning with a Change in Control and ending
two (2) years following such Change in Control.  Notwithstanding anything in this Agreement to
the contrary, if (i) Executive’s employment is terminated prior to a
Change in Control for reasons that would have constituted a Qualifying
Termination if they had occurred following a Change in Control; (ii) Executive
reasonably demonstrates that such termination (or Good Reason event) was at the
request of a third party who had indicated an intention or taken steps
reasonably calculated to effect a Change in Control; and (iii) a Change in
Control involving such third party (or a party competing with such third party
to effectuate a Change in Control) does occur, then for purposes of this Agreement,
the date immediately prior to the date of such termination of employment or
event constituting Good Reason shall be treated as a Change in



 



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EXCERPTS ON THIS PAGE:

10-K (3 sections)
Mar 16, 2009
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