SEC Filings

8-K
SPECTRUM BRANDS LEGACY, INC. filed this Form 8-K on 05/01/2018
Entire Document
 

Exhibit 10.1

 

which notice refers to this Section 4(a) and indicates the Company’s intention to terminate Executive’s employment hereunder if such breach is not cured within such thirty (30) day period.

If such definition of termination for “Cause” set forth above conflicts or differs with such definition in Executive’s time-based or performance-based restricted stock unit or restricted stock award agreements (individually, the “Stock Agreement” and collectively, the “Stock Agreements”), or any agreements referred to therein, the definition set forth in this Agreement shall control.

(b) Termination for Death or Disability. The Company, pursuant to the direction of the Board, shall have the right at any time to terminate Executive’s employment hereunder upon thirty (30) calendar days prior written notice should Executive (i) suffer a medically determinable physical or mental impairment that (x) can reasonably and in good faith be expected to result in death or (y) can reasonably and in good faith be expected to last for a continuous period of not less than six months; provided that,  in each case such impairment actually causes Executive to be unable to perform the duties of his position hereunder or any substantially similar position of employment for a period of at least three (3) months (“Disability”) and (ii) not have returned to the full-time performance of his duties within thirty (30) calendar days after such notice of termination is given to the Executive. The Company’s obligations hereunder shall, subject to the provisions of Section 5(b), also terminate upon the death of Executive.

(c) Termination without Cause.    The Company, pursuant to the direction of the Board, shall have the right at any time to terminate Executive’s employment, with respect to his role as CEO, or all of his roles, for any other reason without Cause upon ninety (90) calendar days prior written notice or immediately with payment of CEO Base Salary, or the EC Base Salary, as applicable, for such period in lieu of notice thereof to Executive;  provided that, it is agreed and understood that the Parent may elect to terminate the Executive’s role as CEO without terminating his role as EC, but if the Parent elects to terminate his role as EC, it shall also terminate all his other roles with the Parent and the Company. 

(d) Termination for Non-renewal.  For all purposes of this Agreement, the termination of Executive’s employment with respect to his role as CEO or all of his roles, as a result of the failure of the Company, pursuant to the direction of the Board, to renew the Initial Term or any subsequent Renewal Term shall be deemed a termination without Cause with respect to such role(s), as of the date of the expiration of the Term. Upon the expiration of the Initial Term or any Renewal Term then in effect under this Section 4(d), with respect to any or all of the Executive’s role(s),  Executive’s employment shall terminate with respect to such applicable role(s).

(e) Termination in Connection with a  Change in Control.  If in the period that begins sixty (60) days prior to the occurrence of a Change in Control (or, if earlier, upon the signing of a definitive agreement to enter into an event that actually results in a Change in Control) and ends upon the first anniversary of after the consummation of such Change in Control, Executive’s employment with respect to his role as EC or all his roles is terminated by the Company without Cause (and not due to death or Disability) or by Executive for Good Reason (such termination, a “Change in Control Termination”), then the Executive shall be entitled to the payments, benefits and acceleration of unvested equity awards as set forth in Section 5(c) below with respect to his role as EC or all his roles (respectively). For purposes of this Agreement, “Change in Control” shall have the meaning given it in the Omnibus Stock Plan.

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