MECA » Topics » Termination

This excerpt taken from the MECA 8-K filed Apr 23, 2009.
Termination:  Your employment and this agreement, including all benefits provided for under this agreement, will terminate on:  (a) the acceptance by the Corporation of your voluntary resignation; (b) at the Corporation’s option, your disability for an aggregate of twelve (12) months or more in any twenty-four (24) month period, subject to any statutory requirement to accommodate such disability or provide compensation upon

 



 

such termination; (c) your death; or (d) your dismissal for cause or by reason of your breach of the terms of this agreement.

 

Otherwise, you or the Corporation may, at any time for any reason, terminate your employment and this agreement without cause by providing the other party with six (6)  months’ prior written notice of intention to terminate.  Alternatively, the Corporation may elect to terminate your employment immediately by paying you a retiring allowance  equivalent to six (6) months’ Base Salary (less statutorily required deductions) either in a lump sum within thirty (30) days of the day of termination or monthly in arrears in six (6)  equal instalments commencing thirty (30) days after the day of termination.  The Corporation may also terminate your employment and this agreement by providing you a combination of working notice and retiring allowance equivalent to the notice period described above.  If your employment is terminated pursuant to this paragraph except in the cases of voluntary resignation, disability, death or the completion of working notice, the Corporation shall maintain on your behalf the benefits referred to in paragraph 4(a), except for life and disability insurance benefit coverage, for a period of six (6) months.  Your life and disability insurance benefit coverage shall be maintained for a period of not less than the period required by applicable statute.  In the case of voluntary resignation, disability, death or the completion of working notice, your benefits will terminate on the last day of your employment.

 

In the event that you breach the provisions of paragraph 8, the payment of any further amounts under this agreement will immediately cease.  Further, subject to your statutory entitlements, the amount paid in each instalment will be offset by any income earned by you, during the period you are entitled to receive instalments, regardless of whether such income is earned from alternate or self-employment.

 

The termination provisions set forth above are inclusive of any and all statutory, common law and/or contractual entitlement to severance pay, notice of termination or pay in lieu thereof, salary, bonuses, vacation and/or vacation pay and other remuneration and benefits payable or otherwise provided to you in relation to your employment by the Corporation (including, specifically, any preceding employment by the Corporation and its affiliated or associated Corporations and/or their respective predecessors, (all of the foregoing are hereinafter collectively referred to as the “MEC Group”)), and the termination of your employment and this agreement.

 

7.                                     

This excerpt taken from the MECA 10-Q filed May 9, 2008.
Termination:  Your employment and this agreement, including all benefits provided for under this agreement, will terminate on:  (a) the acceptance by the Corporation of your voluntary resignation; (b) at the Corporation’s option, your disability for an aggregate of four (4) months or more in any twenty-four (24) month period, subject to any statutory requirement to accommodate such disability; (c) your death; or (d) your dismissal for cause or by reason of your breach of the terms of this agreement.

 

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Otherwise, you or the Corporation may, at any time for any reason, terminate your employment and this agreement without cause by providing the other party with twelve (12) months prior written notice of intention to terminate.  Alternatively, the Corporation may elect to terminate your employment and this Agreement immediately by paying you a severance package equivalent to twelve (12) months’ Base Salary (less statutorily required deductions) in twelve (12) equal monthly instalments.  The Corporation may also terminate your employment and this agreement by providing you a combination of working notice and severance equivalent to the notice period described above.  If your employment is terminated pursuant to this paragraph, the Corporation shall maintain on your behalf the benefits referred to in paragraph 6(a), except for life and disability insurance benefit coverage, for a period of twelve (12) months at the same cost as if you were an active employee.  Your life and disability insurance benefit coverage shall be maintained for a period of not less than the period required by applicable statute.

 

In the event that you breach the provisions of paragraph 7, the payment of any further amounts under this agreement will immediately cease.  Further, the amount paid in each instalment will be offset by any income earned by you, during the period you are entitled to receive instalments, regardless of whether such income is earned from alternate or self-employment.

 

The termination provisions set forth above are inclusive of any and all statutory, common law and/or contractual entitlement to severance pay, notice of termination or pay in lieu thereof, salary, bonuses, vacation and/or vacation pay and other remuneration and benefits payable or otherwise provided to you in relation to your employment by the Corporation (including, specifically, any preceding employment by the Corporation and its affiliated or associated Corporation and/or their respective predecessors, (all of the foregoing are hereinafter collectively referred to as the “MEC Group”)), and the termination of your employment and this agreement.

 

9.                                      

These excerpts taken from the MECA 8-K filed Mar 6, 2007.
Termination shall mean, with respect to a legal entity other than a natural person, that such entity has Dissolved, completed its process of winding-up and liquidation, and otherwise ceased to exist.

Termination shall mean, with respect to a legal entity other than a natural person, that such entity has Dissolved, completed its process of winding-up and liquidation, and otherwise ceased to exist.

This excerpt taken from the MECA 10-Q filed Nov 9, 2006.

TERMINATION

        Section 16.01 Term.    The term of this Agreement shall be for an initial term expiring on one year after the execution date. Thereafter, until this Agreement is terminated in accordance with its terms, this Agreement shall be deemed renewed automatically each year for an additional one year period unless terminated as set forth below. If this Agreement is terminated, then Company shall deliver to Manager prior written notice of the determination not to renew this Agreement based on the terms set forth in this Section 16.01 not less than thirty (30) days prior to the expiration of the then existing term. If this Agreement is not renewed, Company shall designate the date, not less than forty-five (45) nor more than one hundred eighty (180) days from the date of the notice, on which the Manager shall turn over management of the Project to Company and this Agreement shall terminate as of such date.

        Section 16.02 Non-Curable Terminating Events.    Notwithstanding anything contained in Section 16.01 above, Company may terminate this Agreement immediately upon written notice to Manager upon the occurrence of any of the following events:

                (a)   the Bankruptcy of Manager;

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                (b)   Company sells, exchanges, assigns or transfers all of its interest in the Project (other than to an Affiliate), whether directly or indirectly;

                (c)   Santa Anita Associates Holding Co. (or its Affiliate), sells, exchanges, assigns or transfers any of its interest in Company if such transfer is not permitted pursuant to the LLC Agreement;

                (d)   the appointment of a receiver or the foreclosure by any mortgagee upon the Project or the taking of possession thereof by deed-in-lieu of foreclosure, except as otherwise agreed in writing by Manager and such Mortgagee;

                (e)   a good faith determination of the Company that there has occurred an act of fraud, willful misconduct, gross negligence, habitual neglect or conviction of a crime involving moral turpitude by Manager under this Agreement, or the Development Agreement;

                (f)    Any misappropriation of funds by Manager provided that if such misappropriation of funds is committed by an employee of Manager, then such event may be cured if, within five (5) Business Days after being notified in writing of such event, Manager (i) makes full restitution to Company of all damages caused by such event, (ii) terminates the employment of such employee, and (iii) promptly takes all appropriate actions necessary to remediate the situation and protect the interests of Company;

                (g)   if Manager ceases to be owned and controlled by Rick J. Caruso or his heirs, his immediate family, or his Affiliates;

                (h)   the Project or a substantial part of the Project is damaged or destroyed where the Company has determined not to rebuild or reconstruct, provided, however, that in such event Manager will continue to operate the Project for a reasonable period of time until Company winds down the operation of the Project and for a reasonable fee to be agreed upon between Company and Manager, and provided further that (i) this Agreement shall be automatically reinstated if, within eighteen (18) months after the date of such damage or destruction, Company determines to rebuild the Project or develop a new shopping center as a replacement for the Project, and (ii) in the case of the destruction of only a substantial part of the Project, if Company elects to continue the operation of the remaining portion of the Project, this Agreement shall remain in effect with respect to the portion of the Project to be operated;

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                (i)    Company terminates any Development Agreement due to (i) a default by Manager thereunder or (ii) the mutual agreement of Manager and Company; and

                (j)    Santa Anita Associates Holding Co., LLC, is removed as Managing Member under the LLC Agreement.

                (k)   An independent audit or inspection of Manager's books of account pursuant to Section 12.07(b) above reveals a difference by more than five percent (5%) from the amount of Gross Income or total Operating Expenses from the amount of Gross Income or total Operating Expenses recorded in Manager's books and records, excluding Permitted Accounting Deviations (as defined in Section 12.07(b) above).

These excerpts taken from the MECA 10-Q filed Nov 9, 2005.

2.7   Termination

        In addition to the rights of the Lender to terminate this Agreement contained in Section 9.2, the Lender shall have the right to terminate this Agreement and shall, upon such termination, be under no further obligation to make any Advances pursuant hereto, in the event that the First Advance has not occurred within 105 days of the date hereof whether due to the failure of the Borrower to request the First Advance, to satisfy the conditions set out in Section 4.1 in connection with a request from the Borrower for an Advance, or otherwise, unless the failure for which is solely attributable to the Lender or its consultants.

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2.7   Termination

        In addition to the rights of the Lender to terminate this Agreement contained in Section 9.2, the Lender shall have the right to terminate this Agreement and shall, upon such termination, be under no further obligation to make any Advances pursuant hereto, in the event that the First Advance has not occurred on or prior to December 31, 2004, whether due to the failure of the Borrower to request the First Advance, to satisfy the conditions set out in Section 4.1 in connection with a request from the Borrower for an Advance, or otherwise, unless the failure for which is solely attributable to the Lender or its consultants.

This excerpt taken from the MECA 10-K filed Mar 15, 2005.

2.7    Termination

        In addition to the rights of the Lender to terminate this Agreement contained in Section 9.2, the Lender shall have the right to terminate this Agreement and shall, upon such termination, be under no further obligation to make any Advances pursuant hereto, in the event that the First Advance has not occurred on or prior to December 31, 2004, whether due to the failure of the Borrower to request the First Advance, to satisfy the conditions set out in Section 4.1 in connection with a request from the Borrower for an Advance, or otherwise, unless the failure for which is solely attributable to the Lender or its consultants.

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