Resignation by Executive. Executive may resign for “Good Reason” or no reason. For all purposes under this Agreement, “Good Reason” shall mean the occurrence of any of the following circumstances without the written consent of Executive:
Executive declares and represents that he has not filed or otherwise pursued any charges, complaints, lawsuits or claims of any nature against the Companies or any of its subsidiaries, affiliates or divisions, arising out of or relating to events occurring prior to and through the date of this Agreement, with any Governmental Agency or court with respect to any matter covered by this Agreement, and Executive has no knowledge of any fact or circumstance that he would reasonably expect to result in any such Claim against the Companies in respect of any of the foregoing. Except as provided in [Section 5(b) or 6] of this Agreement, and subject to the provisions thereof, Executive agrees herein not to bring suit against the Companies for events occurring prior to the date of this Agreement and not to seek damages from the Companies by filing a claim or charge with any Governmental Agency or court.
Executive may terminate his employment under this Agreement and resign his position(s) with Company at any time, for any reason whatsoever, or for no reason, in Executives sole discretion, by delivering a Notice of Termination (defined in Section 5(e) below) providing thirty (30) days advance notice of termination (the Notice Period). In the event of such termination, except as otherwise provided below, Executive shall not be entitled to further compensation pursuant to this Agreement except: # as may be provided by the terms of any benefit plans of Company or any member of the Company Group in which Executive may be a participant, and the terms of any outstanding equity-based awards, # for Base Compensation accrued but unpaid through the Date of Termination (defined in Section 5(f) below), and # reimbursement of business expenses properly incurred but unreimbursed (to the extent reimbursable) prior to the Date of Termination. Company retains the discretion to use or decline use of Executives services through the Notice Period but retains the obligation to pay Executives Base Compensation through the Notice Period.
Death of Executive. If Executive dies during the term of this Agreement, in addition to accrued but unpaid Base Compensation for services provided through the Date of Termination and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, and a pro rata share of the Target Bonus for the fiscal year in which Executive dies, Company will be obligated to continue for twelve (12) months after the Date of Termination (defined in Section 5(f) below) to pay the Base Compensation payments under Section 3(a) of this Agreement (such continuation payments are referred to herein as the Death Benefit Package). Company may thereafter terminate this Agreement without additional compensation to Executives estate except to the extent this Agreement or any plan or arrangement of Company provides for vested benefits or continuation of benefits beyond termination of Executives employment.
Disability of Executive. If Executive shall have been absent from the full-time performance of Executives duties with Company for 180 business days during any twelve-month period as a result of Executives incapacity due to accident, physical or mental illness, or other circumstance which renders him mentally or physically incapable of performing the duties and services required of him hereunder on a full-time basis as determined by Executives physician (Disability), Executives employment may be terminated by Company for Disability. If Executives employment is terminated for Disability, in addition to accrued but unpaid Base Compensation and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, Executive shall be eligible to receive the Without Cause Separation Package defined in Section 5(d)(i).
Representation by Executive. Executive hereby represents and warrants to Company that, as of the Effective Date, he is not party to any employment or other agreement or obligation with or to any third party which would preclude him from employment with Company and performing his obligations under this Agreement.
Standard Executive Benefits. In addition to the compensation and benefits described in Sections 3, 4, 5 and 7, Executive and, as applicable, Executive's family, shall be eligible (subject to the terms and conditions of the particular plans and programs) to participate during the Employment Term, and, if applicable, during the Extended Employment Term, in all of Titan's then prevailing benefit plans and programs which are generally available to Titan’s salaried executive employees, including, without limitation, any group life, hospitalization, surgical, major medical and accidental death and dismemberment insurance plans and/or benefits, dental care, 401(k) profit sharing plan and any pension or other capital accumulation plans (collectively, the "Standard Executive Benefits"), as the Standard Executive Benefits may be amended or discontinued hereafter by Titan, in its discretion.
Executive to Return Property. Executive agrees that upon # the termination of Executive’s employment with and within 3 business days thereof, whether by Executive or for any reason (with or without cause), or # the written request of , Executive (or in the event of the death or disability of Executive, Executive’s heirs, successors, assigns and legal representatives) shall return to any and all property of regardless of the medium in which such property is stored or kept, including but not limited to all Secret Information, Confidential Information, notes, data, tapes, computers, lists, customer lists, supplier lists, vendor lists, names of customers, suppliers or vendors, reference items, phones, documents, sketches, drawings, software, product samples, rolodex cards, forms, manuals, keys, pass or access cards and equipment, without retaining any copies or summaries of such property. Executive further agrees that to the extent Secret Information or Confidential Information are in electronic format and in Executive’s possession, custody or control, Executive will provide all such copies to and will not keep copies in such format but, upon ’s request, will confirm the permanent deletion or other destruction thereof.
General Release by Executive. Executive unconditionally, irrevocably and absolutely releases and discharges the Company, and any parent and subsidiary corporations, divisions and affiliated corporations, partnerships or other affiliated entities of the Company, past and present, as well as the Company’s employees, officers, directors, agents, successors and assigns (collectively, “Released Parties”), from all claims related in any way to the transactions or occurrences between them to date, to the fullest extent permitted by law, including, but not limited to, Executive’s employment with the Company, the termination of Executive’s employment, and all other losses, liabilities, claims, charges, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Executive’s employment with the Company. This release is intended to have the broadest possible application and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims arising under local state or federal law, including, but not limited to alleged violations of the California Labor Code, the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, and the Age Discrimination in Employment Act of 1967, as amended, and all claims for attorneys’ fees, costs and expenses. Executive expressly waives Executive’s right to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Executive or on Executive’s behalf, related in any way to the matters released herein. However, this general release is not intended to bar any claims that, by statute, may not be waived, such as claims for workers’ compensation benefits, unemployment insurance benefits, statutory indemnity, any challenge to the validity of Executive’s release of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this General Release Agreement; any claims for payment or benefits under the Executive Employment Agreement made effective as of , 2017 by and between the Company and the Executive; any claim or cause of action for indemnification pursuant to any applicable indemnification agreement, any D&O insurance policy applicable to Executive and/or the Company's certificates of incorporation, charter and by-laws or any claim for contribution or any rights Executive may have to vested benefits under any health and welfare plans or other employee benefit plans or programs sponsored by the Company.
Preserved Rights of Executive. This General Release Agreement does not waive or release any rights or claims that Executive may have under the Age Discrimination in Employment Act that arise after the execution of this General Release Agreement. In addition, this Agreement does not prohibit Executive from challenging the validity of this General Release Agreement’s waiver and release of claims under the Age Discrimination in Employment Act of 1967, as amended.
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