Notwithstanding anything to the contrary in this Agreement, if the officer is a “designated employee” within the meaning of section 409A at the time of the officer`s dismissal, only the portion of the severance and benefits payable to the officer under this agreement, if any, and any other severance or segregation pay that may be considered deferred compensation under section 409A apply (collectively, “Deferred Termination Benefits”) that (when considered together) do not exceed the limit set out in Section 409A (as defined herein) may be performed within the first six (6) months after the termination of the officer`s employment relationship in accordance with the payment schedule applicable to each payment or benefit. Any portion of the deferred termination benefits that exceeds the limit of section 409A and is otherwise due to the officer during the six (6) month period following the officer`s dismissal will accrue during that six (6) month period and will become due as a lump sum cash payment on the day of six (6) months and one (1) day after the date of termination of the employment relationship of the leader. All subsequent termination benefits for deferred compensation, if any, will be paid in accordance with the payment schedule applicable to each payment or service. Notwithstanding anything to the contrary in this press release, if the Officer dies after the Dismissal, but before the sixth (6) month anniversary of the date of termination of employment of the Executive, all late payments under this paragraph will be made in a lump sum as soon as administratively practicable after the date of the Officer`s death, and all other deferred compensation payments will be made in accordance with the provisions applicable to each payment or payment plan applicable to performance. 5.2.2 The Corporation may appoint another employee to act in the manager`s place during a period of the manager`s disability. Notwithstanding this designation, although the Manager is employed by the Corporation and is not yet entitled to disability income benefits under a disability income plan maintained by the Corporation, the Manager will continue to receive the base salary set out in section 4.1 and receive benefits under section 4.5 to the extent permitted by the benefit plans in effect at that time. Upon entry into the application and until termination of employment due to a disability, the company will pay the manager an amount during his normal salary periods, which may correspond to the excess of the manager`s basic monthly remuneration in effect at the time of eligibility (i.e. 1/12 of the base salary) over the amounts of disability income benefits to which the manager is otherwise entitled. In the event of termination of the officer`s employment due to disability, the Company will pay the officer (i) any base salary earned but not paid on the date of termination of employment, (ii) any discretionary bonus for the year preceding the year of termination that has been earned but not paid, payable at the time discretionary bonuses are payable to employees of the Company in a similar situation, however, in any case, before December 31 of the year in which the termination takes place and (iii) the reimbursement of all reasonable costs incurred by it in performing its obligations under this Agreement, in accordance with the company`s usual guidelines. During the period of 2 months (or the remaining months of the mandate if less than 6 months) after the end of the manager`s employment relationship due to a disability, the company will pay the manager an amount corresponding to the excess of the manager`s monthly base salary (i.e. 1/12 of the base salary) applicable at the time of termination of employment over the amount of disability income benefits, the basic monthly remuneration (i.e. 1/12 of the base salary) in effect by the Manager at the time of termination of employment on the amounts of disability income benefits received by the Manager is otherwise entitled to receive under the above-mentioned Disability Income Plan for that period (“Disability Benefits”), provided that the Manager signs an employee discharge as defined in section 6.1 below.
5.4 Employment after the conclusion of the contract. In the event that the Officer remains in the service of the Company or any of its affiliates after the termination of this Agreement, after the expiration of the term of this Agreement, or otherwise, such employment shall be at his or her discretion. 8.1 Agreement not to compete with the Company during the term of this Agreement. The Agent agrees that, during his employment, he will not own, manage, operate, control or participate in any way in the ownership, administration, operation or control, nor will he be a partner, partner, director, principal or agent or have any financial interest in it (with the exception of a publicly traded company, in which he holds not more than 5% of the outstanding shares of such a company). a company that competes with the activities of the Company or its subsidiaries (as defined below). Except as expressly provided in this Agreement, the Officer further agrees that, during his or her employment with the Company, he or she will not enter into any transaction on his or her own behalf or that of any third party with any of the Company`s affiliates without full disclosure and receipt of the prior written consent of the CEO. 1. Employment.
Subject to the terms and conditions set forth in this Agreement, the Company hereby offers continuous employment and the Officer hereby agrees to continue employment from the Effective Date. Benefits. During the term of this Agreement, the Executive has the right to participate in the benefits and benefits programs (including, but not limited to, health, social participation in profits, deferred compensation and severance programs) made available to officers from time to time, each in accordance with the terms of the Plan, the applicable program, policy and agreement, which are in effect from time to time. However, the Company has no obligation under this Section 4.5 to introduce, maintain or modify, supplement or discontinue any such plan or policy as long as such changes apply in the same manner to officers in a similar situation in general. The Manager is entitled to receive from the Company 15 days of paid vacation during the Term, accumulating annually, as well as six (6) sick days per year, subject to the Company`s then-current paid leisure policy. [1] 7.1 Confidentiality. The Officer acknowledges that the Company and its affiliates continually develop Confidential Information, that the Agent may develop Confidential Information for the Company or its affiliates, and that the Officer may become aware of Confidential Information in the course of his or her employment. The Officer acknowledges the importance for the Company and its affiliates to protect their Confidential Information and other legitimate interests and agrees that any Confidential Information that he creates or has access to as a result of employment or service as a director of the Company and its affiliates is the sole and exclusive property of the Company and its affiliates. are and remain. The Officer shall comply with the policies and procedures of the Company and its affiliates for the protection of Confidential Information and may never use or disclose to anyone any Confidential Information received by the Officer in the course of his or her employment or service as a director of the Company or any of its affiliates (except as required by applicable law or for the proper performance of his or her Duties).
and responsibilities to the Company and its affiliates). The manager understands that this restriction will continue to apply even after the end of his employment relationship, regardless of the reason for this dismissal. .
