


#Tony goland code#
For the purposes of this Agreement, “Cause” will mean the Executive’s: (i) performing a deliberate act of dishonesty, fraud, theft, embezzlement, or misappropriation involving the Executive’s employment with the Company, or breach of the duty of loyalty to the Company (ii) performing an alleged act of race, sex, national origin, religion, disability, or age-based discrimination, or sexual harassment, if after a reasonable investigation, outside or in-house counsel to the Company reasonably concludes that the allegations are substantiated (iii) material violation of Company policies and procedures including, but not limited to, the Aon Code of Business Conduct (iv) material non-compliance with the terms of this Agreement, including without limitation the non-disparagement obligations of Section 9(a), or any other agreement between the Executive and Aon (v) any breach of Executive’s Restrictive Covenant obligations or (vi) performing any criminal act resulting in a criminal felony charge brought against the Executive or a criminal conviction of the Executive (other than a conviction of a minor traffic violation). If the Executive does not effect a cure within this time period, as determined by the Company in its reasonable discretion, the termination shall become effective. During the Transition Period, the Company may terminate this Agreement for Cause, by written notice of termination given to the Executive setting forth the basis for such termination and giving Executive an opportunity to cure within thirty (30) days. Executive’s eligibility to participate in the Company’s employee benefit plans generally available to senior employees of the Company, including without limitation health care plans, shall terminate as of the Separation Date or an earlier date pursuant to Section 3(c) of this Agreement, subject to any applicable rights pursuant to COBRA.ĭ. The Company will pay the Executive all accrued but unpaid base salary and vested benefits as of the Separation Date or an earlier date pursuant to Section 3(c) of this Agreement, payable in accordance with the applicable Company policy, plan, or program, and unreimbursed business expenses incurred in accordance with Section 2(d).

Without limiting the Executive’s entitlement to the payments and benefits provided in this Agreement, such termination of the Executive’s employment shall be deemed a termination of employment by mutual consent between the Executive and the Company or without cause if more favorable to the Executive.

This Agreement and the Executive’s employment thereunder will terminate on the Separation Date, or an earlier date pursuant to Section 3(c) of this Agreement.
