JNS » Topics » Voluntary Termination (Not for Good Reason) with Non-Compete Obligation

These excerpts taken from the JNS 10-K filed Feb 26, 2009.

Voluntary Termination (Not for Good Reason) with Non-Compete Obligation

        If during the Term you terminate your employment voluntarily while in good standing with the Company and you sign a legal release of your claims against the Company, containing covenants by you of a two-year, commercially reasonable non-compete and non-solicitation of employees, customers/clients and business (with non-solicitation language substantially similar to that set forth in Exhibit A), and of a complete and continuing confidentiality of the Company's and its affiliates' proprietary information and trade secrets, in a form reasonably satisfactory to the Company (the "Non-Compete Release"), and provided that the Non-Compete Release is executed within 45 days following the date of termination (and is not revoked subsequently), then in addition to receiving the Accrued Obligations: (i) all unvested restricted stock awards granted to you between March 15, 2003 and December 30, 2004 (subject to Janus Capital Group Inc. Compensation Committee approval) and all unvested "equity long-term incentive awards" granted to you on or after December 30, 2004 ("equity long-term incentive awards" shall include without limitation unvested shares of Janus restricted stock and unvested options to purchase Janus stock), will continue to vest and/or be paid, as applicable, in accordance with the original vesting schedule provided for in the applicable award agreement, and any stock options will, from and after such vesting, remain exercisable for the remainder of their respective terms, subject to compliance with the terms of the Non-Compete Release and as limited by the terms of the agreement(s), certificate(s) and/or equity incentive plans underlying each such grant; provided however, any vesting events scheduled to occur for the applicable grant during the two-year, non-compete period will not be delivered to you until the expiration of such two year period and your satisfactory compliance with the Non-Compete Release, and (ii) all unvested awards of mutual fund share investments granted to you on or after December 20, 2004 will vest and be paid no later than ninety (90) days following the Date of Termination; provided, however, in the event that you do not comply with the terms of the Non-Compete Release, you must return to the Company any mutual fund shares acquired on settlement of such awards (or, to the extent you have sold such mutual fund shares, the cash value of such mutual fund shares). The Company may elect in its sole discretion to accelerate the vesting of any unvested equity award granted to you after the two-year, non-compete period but prior to the completion of its original vesting schedule. For purposes of this agreement, "good standing" shall mean that the Chief Executive Officer or Chief Investment Officer of the Company has approved the continuation of vesting and has certified that you have not engaged in any conduct, action or omission that would constitute grounds for terminating your employment for "Cause" (as defined below).

Voluntary Termination (Not for Good Reason) with Non-Compete Obligation



        If during the Term you terminate your employment voluntarily while in good standing with the Company and you sign a legal release of
your claims against the Company, containing covenants by you of a two-year, commercially reasonable non-compete and non-solicitation of employees, customers/clients
and business (with non-solicitation language substantially similar to that set forth in
Exhibit A), and of a complete and continuing
confidentiality of the Company's and its affiliates' proprietary information and trade secrets, in a form reasonably satisfactory to the Company (the "Non-Compete Release"), and provided
that the Non-Compete Release is executed within 45 days following the date of termination (and is not revoked subsequently), then in addition to receiving the Accrued Obligations:
(i) all unvested restricted stock awards granted to you between March 15, 2003 and December 30, 2004 (subject to Janus Capital Group Inc. Compensation Committee approval)
and all unvested "equity long-term incentive awards" granted to you on or after December 30, 2004 ("equity long-term incentive awards" shall include without limitation
unvested shares of Janus restricted stock and unvested options to purchase Janus stock), will continue to vest and/or be paid, as applicable, in accordance with the original vesting schedule provided
for in the applicable award agreement, and any stock options will, from and after such vesting, remain exercisable for the remainder of their respective terms, subject to compliance with the terms of
the Non-Compete Release and as limited by the terms of the agreement(s), certificate(s) and/or equity incentive plans underlying each such grant; provided however, any vesting events
scheduled to occur for the applicable grant during the two-year, non-compete period will not be delivered to you until the expiration of such two year period and your
satisfactory compliance with the Non-Compete Release, and (ii) all unvested awards of mutual fund share investments granted to you on or after December 20, 2004 will vest and
be paid no later than ninety (90) days following the Date of Termination; provided, however, in the event that you do not comply with the terms of the Non-Compete Release, you must
return to the Company any mutual fund shares acquired on settlement of such awards (or, to the extent you have sold such mutual fund shares, the cash value of such mutual fund shares). The Company may
elect in its sole discretion to accelerate the vesting of any unvested equity award granted to you after the two-year, non-compete period but prior to the completion of its
original vesting schedule. For purposes of this agreement, "good standing" shall mean that the Chief Executive Officer or Chief Investment Officer of the Company has approved the continuation of
vesting and has certified that you have not engaged in any conduct, action or omission that would constitute grounds for terminating your employment for "Cause" (as defined below).



EXCERPTS ON THIS PAGE:

10-K (2 sections)
Feb 26, 2009
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