Compensation Following Termination. a. In the event that this Agreement is terminated by reason of Executive's death, Executive's estate or legal representative shall be entitled to receive the following: 1. Payment of benefits under the life insurance policy purchased by the Company on Executive's behalf, if any; 2. Payments of benefits under the LTPIP and the AIP set forth in Sections 3.1(e) and 3.1(f), respectively, which will be deemed to have accrued as of the date of Executive's death; and 3. Executive's legal representative shall be permitted to exercise any vested and unexercised options under the 1989 Stock Option Plan set forth in Section 3.1(g) and shall be permitted to exercise any other vested and unexercised options granted under any other stock option plans of the Company ("Prior Stock Option Plans") in accordance with their terms for a period of one year following Executive's death. The 1989 Stock Option Plan and the Prior Stock Option Plans shall together be referred to herein as the "Stock Option Plans." b. In the event that Executive is terminated because of an incapacity or disability, the Company shall provide Executive with the following: 1. Payment of benefits under the disability insurance policy maintained by the Company on Executive's behalf, if any; 2. Payment of benefits under the LTPIP and the AIP set forth in Sections 3.1(e) and 3.1(f), respectively, which will be deemed to have accrued as of the effective date of such termination; 3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with the terms stated therein; and 4. Payment of the automobile allowance as provided under Section 3.1(c) for a period of 24 months following the effective date of such termination. c. In the event this Agreement is terminated because of Executive's habitual neglect or gross misconduct pursuant to Section 2.2(c) or because of Executive's voluntary termination, the Company shall be relieved from any and all further or future obligations to compensate Executive; provided, however, that Executive shall be able to exercise any vested and unexercised awards under the Stock Option Plans in accordance with the terms set forth therein. d. In the event that the Company terminates Executive, for any reason other than Executive's incapacity or disability or misconduct as described in Sections 2.2(b) and 2.2(c), respectively, Executive shall be entitled to the following severance compensation: 1. Executive's then current annual salary under Section 3.1(a) for a period of 24 months following the effective date of such termination; 2. Payment of benefits under the LTPIP and the AIP set forth in Sections 3.1(e) and 3.1.(f), respectively, which will be deemed to have accrued as of the effective date of such termination; 3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with their terms within one year of the effective date of such termination; 4. Notwithstanding the foregoing, in the event Executive engages in employment with a competitor of the Company during the 24 month benefit period, the severance compensation available to Executive under this Section 3.2(d) shall be reduced by the amount of any and all gross earnings Executive earns while engaged in employment with any such competitor or competitors. For the purposes of this Section 3.2(d)(5), a "competitor of the Company" shall include, without limitation, an health maintenance organization, competitive medical plan, or preferred provider organization, or health or life insurance company which owns a managed care plan or program. Executive agrees to provide immediate notice to Company upon receipt of any gross earnings received by Executive from a competitor of Company; 5. Payment of the automobile allowance as provided in Section 3.1-C- for a period of 24 months following the effective date of such termination; and 6. The Company shall provide to Executive the outplacement services described in Section 3.1(i). e. Notwithstanding anything which may be expressed in, or inferred from the provisions expressed in, or inferred from the provisions of this Section 3.2 or Section 4.1, this Agreement should not be construed to limit, restrict, or deny Executive any benefits to which he otherwise may be entitled to under the LTPIP, the AIP, the Stock Option Plans, the Company's pension plan or otherwise which arise from circumstances not addressed in this Agreement. 4. TERMINATION AS A RESULT OF A CHANGE OF CONTRO OR FOR GOOD CAUSE
Appears in 1 contract
Sources: Employment Agreement (Pacificare Health Systems Inc /De/)
Compensation Following Termination. a. In the event that this Agreement is terminated by reason of Executive's death, Executive's estate or legal representative shall be entitled to receive the following:
1. Payment of benefits under the life insurance policy purchased by the Company on Executive's behalf, if any;
2. Payments of benefits under the LTPIP and the AIP MICP set forth in Sections 3.1(e3.1(i) and 3.1(f3.1(j), respectively, which will be deemed to have accrued as of the date of Executive's death; and;
3. Executive's legal representative shall be permitted to exercise any vested and unexercised options under the 1989 Stock Option Plan set forth in Section 3.1(g) and shall 3.1(j); and
4. If Executive's death occurs prior to June 10, 1997, Executive's estate or legal representative will not be permitted required to exercise any other vested and unexercised options granted under any other stock option plans repay the Advance.
5. If Executive's death occurs within two years of the Company ("Prior Stock Option Plans") in accordance with their terms for a period of one year following Relocation Services Commencement Date, Executive's death. The 1989 Stock Option Plan and estate or legal representative will not be required to repay any amounts paid by the Prior Stock Option Plans shall together be referred to herein as Company for Relocation Services for Executive or the "Stock Option PlansRelocation Allowance."
b. In the event that Executive is terminated because of an incapacity or disability, the Company shall provide Executive with the following:
1. Payment of benefits under the disability insurance policy maintained by the Company on Executive's behalf, if any;
2. Payment of benefits under the LTPIP and the AIP MICP set forth in Sections 3.1(e3.1(i) and 3.1(f3.1(j), respectively, which will be deemed to have accrued as of the effective date of such termination;
3. The right to exercise any vested and unexercised options under the 1989 Stock Option Plans Plan in accordance with the terms stated therein; and;
4. Payment of the automobile allowance as provided under Section 3.1(c3.1(g) for a period of 24 12 months following the effective date of such termination; and
5. If Executive is disabled or incapacitated prior to June 10, 1997, Executive will not be required to repay the Advance.
6. If Executive is disabled or incapacitated within two years of the Relocation Services Commencement Date, Executive will not be required to repay any amounts paid by the Company for Relocation Services for Executive or the Relocation Amount.
c. In the event this Agreement is terminated because of Executive's habitual neglect or gross misconduct pursuant to Section 2.2(c) or because of Executive's voluntary termination, the Company shall be relieved from any and all further or future obligations to compensate Executive; provided, however, that Executive shall be able to exercise any vested and unexercised awards under the 1989 Stock Option Plans Plan in accordance with the terms set forth therein. In addition, if this Agreement is terminated pursuant to the provisions contained in this Section 3.2(c) prior to June 10, 1997, Executive will be required to repay the Advance or any portion which has been paid in full. Further, if this Agreement is terminated pursuant to the provisions contained in this Section 3.2(c) within two years of the Relocation Services Commencement Date, Executive will be required to repay any amounts paid by the Company for Relocation Services for Executive and the Relocation Amount.
d. In the event that the Company terminates Executive, for any reason other than Executive's incapacity or disability or misconduct as described in Sections 2.2(b) and 2.2(c), respectively, Executive shall be entitled to the following severance compensation:
1. Executive's then current annual salary under Section 3.1(a) for a period of 24 12 months following the effective date of such termination;
2. Payment of benefits under the LTPIP and the AIP MICP set forth in Sections 3.1(e3.1(i) and 3.1.(f3.1(j), respectively, which will be deemed to have accrued as of the effective date of such termination;
3. The right to exercise any vested and unexercised options under the 1989 Stock Option Plans Plan in accordance with their terms within one year of the effective date of such termination;
4. Notwithstanding the foregoing, in the event Executive engages in employment with a competitor of the Company during the 24 12 month benefit period, the severance compensation available to Executive under this Section 3.2(d) shall be reduced by the amount of any and all gross earnings Executive earns while engaged in employment with any such competitor or competitors. For the purposes of this Section 3.2(d)(53.2(d)(4), a "competitor of the Company" shall include, without limitation, an health maintenance organization, competitive medical plan, or preferred provider organization, or health or life insurance company which owns a managed care plan or program. Executive agrees to provide immediate notice to Company upon receipt of any gross earnings received by Executive from a competitor of Company;
5. Payment of the automobile allowance as provided in Section 3.1-C- 3.1(g) for a period of 24 12 months following the effective date of such termination; and;
6. The Company shall provide to Executive the outplacement services described in Section 3.1(i3.1(m); and
7. If Executive's termination occurs prior to June 10, 1997, Executive will not be required to repay the Advance.
8. If Executive's termination occurs within two years of the Relocation Services Commencement Date, Executive will not be required to repay any amounts paid by the Company for Relocation Services for Executive or the Relocation Amount.
e. Notwithstanding anything which may be expressed in, or inferred from the provisions expressed in, or inferred from the provisions of this Section 3.2 or Section 4.1, this Agreement should not be construed to limit, restrict, or deny Executive any benefits to which he she otherwise may be entitled to under the LTPIP, the AIPMICP, the 1989 Stock Option PlansPlan, the Company's pension plan or otherwise which arise from circumstances not addressed in this Agreement.
4. TERMINATION AS A RESULT OF A CHANGE OF CONTRO OR FOR GOOD CAUSE
Appears in 1 contract
Sources: Employment Agreement (Pacificare Health Systems Inc /De/)
Compensation Following Termination. a. In (a) Notwithstanding any other provision of this Agreement, if, prior to the event that Commencement Date, this Agreement is terminated by the Company for any reason other than as a result of the Executive's death’s death or Disability or Cause, or terminated by the Executive for Good Reason, the Company will pay to the Executive his Base Salary and, to the extent reasonably possible, provide him with the Fringe Benefits, for a period of 12 months following the date of such termination of this Agreement, provided, however, the Executive's estate , during the period between the Effective Date and the Commencement Date, (i) does not solicit or legal representative accept offers from third parties and refrains from any discussions or negotiations with third parties (whether directly or through attorneys, agents, investment bankers or otherwise) with respect to retaining employment with a party other than the Company or commencing a business venture either alone or with a third party other than the Company, whether as an employee, partner, shareholder, member, or in such other capacity, or (ii) is not retained by any party other than his current employer as of the Effective Date. The Company’s obligation under the preceding sentence shall be entitled subject to receive the following:
1. Payment of benefits under the life insurance policy purchased offset by any amounts otherwise received by the Company on Executive's behalfExecutive from any employment during the 12 month period following such termination of this Agreement. In the event of termination of this Agreement pursuant to this Section 10(a) prior to the Commencement Date, if any;
2. Payments the provisions of benefits under the LTPIP and the AIP set forth in Sections 3.1(e7(a) and 3.1(f)7(b) hereof shall not apply.
(b) If the Executive’s employment is terminated during the Term as a result of his death or Disability, respectivelythe Company shall promptly pay to the Executive or to the Executive’s estate, as applicable, his Base Salary, any previously unpaid portion of the Guaranteed Bonus, any accrued but unpaid Discretionary Bonus, the value of his accrued unused vacation days and expense reimbursement amounts through the date of death or Disability. All the Executive’s stock options, including, without limitation, the Initial Options, that are scheduled to vest by the end of the calendar year in which will such termination occurs shall be deemed accelerated and vested as of the termination date. All stock options that have not vested (or been vested pursuant to the immediately preceding sentence to have accrued vested) as of the date of Executive's death; and
3. Executive's legal representative termination shall be permitted deemed to exercise any vested have expired as of such date.
(c) If the Executive’s employment is terminated during the Term (i) by the Board for Cause or (ii) by the Executive in the absence of a Good Reason, the Company shall promptly pay to the Executive his Base Salary, the value of his accrued unused vacation days and unexercised options under expense reimbursement amounts through the 1989 Stock Option Plan set forth in Section 3.1(gdate of termination (collectively, the “Accrued Compensation”) and the Executive shall have no further entitlement to any other compensation or benefits from the Company. All the Executive’s stock options, including, without limitation, the Options, that have not vested as of the date of termination shall be permitted deemed to exercise any other have expired as of such date. Any stock options that have vested and unexercised options granted under any other stock option plans as of the Company ("Prior Stock Option Plans") in accordance with their terms date of termination shall remain exercisable for a period of one year following Executive's death. The 1989 Stock Option Plan and the Prior Stock Option Plans shall together be referred to herein as the "Stock Option Plans."
b. In the event that Executive is terminated because of an incapacity or disability, the Company shall provide Executive with the following:
1. Payment of benefits under the disability insurance policy maintained by the Company on Executive's behalf, if any;
2. Payment of benefits under the LTPIP and the AIP set forth in Sections 3.1(e) and 3.1(f), respectively, which will be deemed to have accrued as of the effective date of such termination;
3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with the terms stated therein; and
4. Payment of the automobile allowance as provided under Section 3.1(c) for a period of 24 months 90 days following the effective date of such termination.
c. In (d) If the event this Agreement Executive’s employment is terminated because as the result of Executive's habitual neglect or gross misconduct pursuant to a Non-Renewal Event (as defined in Section 2.2(c) or because of Executive's voluntary termination2 hereof), then the Company shall be relieved from any (i) pay the Executive the Accrued Compensation and all further or future obligations (ii) continue to compensate Executive; provided, however, that pay to the Executive shall be able to exercise any vested his Base Salary and unexercised awards under the Stock Option Plans in accordance provide him with the terms set forth therein.
d. In the event that the Company terminates Executive, for any reason other than Executive's incapacity or disability or misconduct as described in Sections 2.2(b) and 2.2(c), respectively, Executive shall be entitled to the following severance compensation:
1. Executive's then current annual salary under Section 3.1(a) Fringe Benefits for a period of 24 four months following the effective date of such termination;. Any stock options that have vested as of the date of the Executive’s termination shall remain exercisable for a period of 90 days following the date of such termination.
2(e) If the Executive’s employment is terminated during the Term by the Company (or its successor) upon the occurrence of a Change of Control and on the date of termination pursuant to this Section 10(e) the Fair Market Value (as defined herein) of the Company’s outstanding Common Stock, in the aggregate, is less than $40,000,000, then the Company (or its successor, as applicable) shall (i) pay the Executive the Accrued Compensation and (ii) continue to pay to the Executive his Base Salary and provide him with the Fringe Benefits for a period of six months following the date of such termination. Payment All stock options that are scheduled to vest by the end of benefits under the LTPIP calendar year in which such termination occurs shall be accelerated and deemed to have vested as of the AIP set forth in Sections 3.1(etermination date. Any stock options that have vested (or been deemed pursuant to the immediately preceding sentence to have vested) and 3.1.(f), respectively, which will as of the date of the Executive’s termination shall remain exercisable for a period of 90 days following the date of such termination. All stock options that have not vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of termination shall be deemed to have accrued expired as of such date. “Fair Market Value” shall mean the effective average closing sale price of the Common Stock for the ten (10) business days preceding the Change of Control, as quoted on a national securities exchange, the Nasdaq Stock Market or the Over-the-Counter Bulletin Board, as applicable, or if the Common Stock is not then traded or quoted on any such stock exchange or stock market, then such price as determined in good faith by the Board on the date of such termination;
3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with their terms within one year Change of the effective date of such termination;
4. Notwithstanding the foregoing, in the event Executive engages in employment with a competitor of the Company during the 24 month benefit period, the severance compensation available to Executive under this Section 3.2(d) shall be reduced by the amount of any and all gross earnings Executive earns while engaged in employment with any such competitor or competitors. For the purposes of this Section 3.2(d)(5), a "competitor of the Company" shall include, without limitation, an health maintenance organization, competitive medical plan, or preferred provider organization, or health or life insurance company which owns a managed care plan or program. Executive agrees to provide immediate notice to Company upon receipt of any gross earnings received by Executive from a competitor of Company;
5. Payment of the automobile allowance as provided in Section 3.1-C- for a period of 24 months following the effective date of such termination; and
6. The Company shall provide to Executive the outplacement services described in Section 3.1(i)Control.
e. Notwithstanding anything which may be expressed in, or inferred from the provisions expressed in, or inferred from the provisions of this Section 3.2 or Section 4.1, this Agreement should not be construed to limit, restrict, or deny Executive any benefits to which he otherwise may be entitled to under the LTPIP, the AIP, the Stock Option Plans, the Company's pension plan or otherwise which arise from circumstances not addressed in this Agreement.
4. TERMINATION AS A RESULT OF A CHANGE OF CONTRO OR FOR GOOD CAUSE
Appears in 1 contract
Sources: Employment Agreement (Manhattan Pharmaceuticals Inc)
Compensation Following Termination. a. In the event that this Agreement is terminated by reason of Executive's death, Executive's estate or legal representative shall be entitled to receive the following:
1. Payment of benefits under the life insurance policy purchased by the Company on Executive's behalf, if any;
2. Payments of benefits under the LTPIP and the AIP MICP set forth in Sections 3.1(e) and 3.1(fSection 3.1(g), respectively, which will be deemed to have accrued as of the date of Executive's death; and
3. Executive's legal representative shall be permitted to exercise any vested and unexercised options under the 1989 1996 Stock Option Plan set forth in Section 3.1(g3.1(h) and shall be permitted to exercise any other vested and unexercised options granted under any other existing stock option plans of the Company ("Prior the Existing Stock Option Plans") in accordance with their terms for a period of one year following Executive's death. The 1989 1996 Stock Option Plan and the Prior Existing Stock Option Plans shall together be referred to herein as the "Stock Option Plans."
4. If Executive's death occurs while Executive is still employed by the Company, but prior to his having completed five years of employment with the Company, Executive's estate or legal representative will not be required to repay any amount of the Loan or any accrued, which, but for this provision Executive's estate or legal representative would be required to repay under the terms set forth in Section 3.1(c) above.
b. In the event that Executive is terminated because of an incapacity or disability, the Company shall provide Executive with the following:
1. Payment of benefits under the disability insurance policy maintained by the Company on Executive's behalf, if any;
2. Payment of benefits under the LTPIP and the AIP MICP set forth in Sections 3.1(e) and 3.1(fSection 3.1(g), respectively, which will be deemed to have accrued as of the effective date of such termination;
3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with the terms stated therein; and
4. Payment of the automobile allowance as provided under Section 3.1(c3.1(e) for a period of 24 months following the effective date of such termination.
5. If Executive is disabled or incapacitated while Executive is still employed by the Company, but prior to his having completed five years of employment with the Company, Executive will not be required to repay any amount of the Loan or any accrued interest, which, but for this provision, Executive would be required to repay under the terms set forth in Section 3.1(c) above.
c. In the event this Agreement is terminated because of Executive's habitual neglect or gross misconduct pursuant to Section 2.2(c) or because of Executive's voluntary termination, the Company shall be relieved from any and all further or future obligations to compensate Executive; provided, however, that Executive shall be able to exercise any vested and unexercised awards under the Stock Option Plans in accordance with the terms set forth therein. If this Agreement is terminated pursuant to the provisions contained in this Section 3.2(c), prior to Executive's completing five years of employment with the Company, Executive shall be required to repay the Loan plus accrued interest as set forth in Section 3.1(c) above.
d. In the event that the Company terminates Executive, for any reason other than Executive's incapacity or disability or misconduct as described in Sections 2.2(b) and 2.2(c), respectively, Executive shall be entitled to the following severance compensation, on the condition that Executive executes the Company's standard severance agreement including a general release of the Company, including its owners, partners, stockholders, directors, officers, employees, independent contractors, agents, attorneys, representatives, predecessors, successors and assigns, parents, subsidiaries, affiliated entities and related entities:
1. Executive's then current annual salary under Section 3.1(a) for a period of 24 months following the effective date of such termination;
2. Payment of benefits under the LTPIP and the AIP MICP set forth in Sections 3.1(e) and 3.1.(fSection 3.1(g), respectively, which will be deemed to have accrued as of the effective date of such termination;
3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with their terms within one year of the effective date of such termination;
4. Notwithstanding the foregoing, in the event Executive engages in employment with a competitor of the Company during the 24 month benefit periodperiod in which Executive's salary continues pursuant to Section 3.2(d)(1), the severance compensation available to Executive under this Section 3.2(d) shall be reduced by the amount of any and all gross earnings Executive earns while engaged in employment with any such competitor or competitors. For the purposes of this Section 3.2(d)(53.2(d)(4), a "competitor of the Company" shall include, without limitation, an managed care organizations, including a health maintenance organization, competitive medical plan, or preferred provider organization, provider sponsored organization ("PSO"), or health or life insurance company which owns a managed care organization, plan or program. Executive agrees to provide immediate notice to Company upon receipt of any gross earnings received by Executive from a competitor of Company;
5. Payment of the automobile allowance as provided in Section 3.1-C- 3.1(e) for a period of 24 months following the effective date of such termination; and
6. The Company shall provide to Executive the outplacement services described in Section 3.1(i3.1(j).
7. If Executive is terminated pursuant to the provisions contained in this Section 3.2(d), prior to Executive's completing five years of employment with the Company, Executive will not be required to repay any amount of the Loan or any accrued interest which, but for this provision, Executive would be required to repay under the terms set forth in Section 3.1(c).
e. Notwithstanding anything which may be expressed in, or inferred from the provisions expressed in, or inferred from the provisions of this Section 3.2 or Section 4.1, this Agreement should not be construed to limit, restrict, or deny Executive any benefits to which he otherwise may be entitled to under the LTPIP, the AIPMICP, the Stock Option Plans, the Company's pension plan profit-sharing plan, non-qualified deferred compensation plans or otherwise which arise from circumstances not addressed in this Agreement.
4. TERMINATION AS A RESULT OF A CHANGE OF CONTRO OR FOR GOOD CAUSE
Appears in 1 contract
Sources: Employment Agreement (Pacificare Health Systems Inc /De/)
Compensation Following Termination. a. In the event that this Agreement is terminated by reason of ExecutiveDesignee's death, ExecutiveDesignee's estate or legal representative shall be entitled to receive the following:
1. Payment of benefits under the life insurance policy to be purchased by the Company on ExecutiveDesignee's behalf, if any;; and
2. Payments of benefits under the LTPIP and the AIP set forth in Sections 3.1(e) and 3.1(f), respectively, which will be deemed to have accrued as of the date of Executive's death; and
3. ExecutiveDesignee's legal representative shall be permitted to exercise any vested and unexercised options under the 1989 Stock Option Plan set forth in Section 3.1(g3.1(f) and shall be permitted to exercise any other vested and unexercised options granted under any other stock option plans of the Company ("Prior Stock Option Plans") in accordance with their terms for a period of one year following ExecutiveDesignee's death. The 1989 Stock Option Plan and the Prior Stock Option Plans shall together be referred to herein as the "Stock Option Plans."
b. In the event that Executive Contractor is terminated because of an incapacity or disabilitydisability of Designee, the Company shall provide Executive Designee with the following:
1. Payment of benefits under the disability insurance policy to be maintained by the Company on ExecutiveDesignee's behalf, if any;; and
2. Payment of benefits under the LTPIP and the AIP set forth in Sections 3.1(e) and 3.1(f), respectively, which will be deemed to have accrued as of the effective date of such termination;
3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with the terms stated therein; and
4. Payment of the automobile allowance as provided under Section 3.1(c) for a period of 24 months following the effective date of such termination.
c. In the event this Agreement is terminated because of ExecutiveContractor's habitual neglect or gross misconduct pursuant to Section 2.2(c) or because of ExecutiveContractor's voluntary termination, the Company shall be relieved from any and all further or future obligations to compensate ExecutiveContractor; provided, however, that Executive Designee shall be able to exercise any vested and unexercised awards under the Stock Option Plans in accordance with the terms set forth therein.
d. In the event that the Company terminates ExecutiveContractor, for any reason other than ExecutiveContractor's incapacity or disability or misconduct as described in Sections 2.2(b) and 2.2(c), respectively, Executive Contractor or Designee shall be entitled to the following severance compensation:
1. ExecutiveContractor's then current annual salary fee under Section 3.1(a) for a period of 24 months following the effective date of such termination;
2. Payment of benefits under the LTPIP and the AIP set forth in Sections 3.1(e) and 3.1.(f), respectively, which will be deemed to have accrued as of the effective date of such termination;
3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with their terms within one year of the effective date of such termination;
43. Notwithstanding the foregoing, in the event Executive engages in employment with Contractor is retained on a similar basis by a competitor of the Company during the 24 month benefit period, the severance compensation available to Executive Contractor under this Section 3.2(d) shall be reduced by the amount of any and all gross earnings Executive Contractor earns while engaged in employment with by any such competitor or competitors. For the purposes of this Section 3.2(d)(53.2(d)(3), a "competitor of the Company" shall include, without limitation, an health maintenance organization, competitive medical plan, or preferred provider organization, or health or life insurance company which owns a managed care plan or program. Executive Contractor agrees to provide immediate notice to Company upon receipt of any gross earnings received by Executive Contractor from a competitor of Company;; and
54. Payment of the automobile allowance as provided in Section 3.1-C- 3.1(b) for a period of 24 months following the effective date of such termination; and
6. The Company shall provide to Executive the outplacement services described in Section 3.1(i).
e. Notwithstanding anything which may be expressed in, or inferred from the provisions expressed in, or inferred from the provisions of this Section 3.2 or Section 4.1, this Agreement should not be construed to limit, restrict, or deny Executive Contractor or Designee any benefits to which he they otherwise may be entitled to under the LTPIP, the AIP, the Stock Option Plans, the Company's pension plan Plans or otherwise which arise from circumstances not addressed in this Agreement.
4. TERMINATION AS A RESULT OF A CHANGE OF CONTRO OR FOR GOOD CAUSE
Appears in 1 contract
Sources: Services Agreement (Pacificare Health Systems Inc /De/)
Compensation Following Termination. a. In If the event that Employment Period or this Agreement is terminated (i) by the Company for Cause, (ii) pursuant to the provisions of Section 2, then the Company shall have no further obligations hereunder or otherwise with respect to the Executive's employment from and after the effective date of termination (except payment of the Salary, bonus if any, and benefits described in Section 3 herein, in each case which have accrued through the effective date of termination or expiration), and the Company shall continue to have all other rights available, and Executive shall continue to have all obligations hereunder, including without limitation, all rights under any provisions of Sections 6 and 7 at law or in equity.
b. If the Employment Period or this Agreement is terminated by reason the Company due to the disability of the Executive's death, Executive's estate or legal representative as defined in Section 4.c., the Executive shall be entitled to receive all Salary and other compensation earned but unpaid through the following:
1. Payment date of benefits under the life insurance policy purchased by the Company on Executive's behalftermination, plus such amount(s), if any;
2. Payments of benefits under , as may be payable to the LTPIP and the AIP set forth in Sections 3.1(e) and 3.1(f), respectively, which will be deemed Executive pursuant to have accrued as of the date of Executive's death; and
3. Executive's legal representative shall be permitted to exercise any vested and unexercised options under the 1989 Stock Option Plan set forth in Section 3.1(g) and shall be permitted to exercise any other vested and unexercised options granted under any other stock option plans of the Company ("Prior Stock Option Plans") in accordance with their terms for a period of one year following Executive's death. The 1989 Stock Option Plan and the Prior Stock Option Plans shall together be referred to herein as the "Stock Option Plans."
b. In the event that Executive is terminated because of an incapacity or disability, the Company shall provide Executive with the following:
1. Payment of benefits under the disability insurance policy maintained by the Company on Executive's behalf, if any;
2. Payment of benefits under the LTPIP and the AIP set forth in Sections 3.1(e) and 3.1(f), respectively, which will be deemed to have accrued as of the effective date of such termination;
3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with the terms stated therein; and
4. Payment of the automobile allowance as provided under Section 3.1(c) for a period of 24 months following the effective date of such terminationCompany.
c. In If the event Employment Period or this Agreement is terminated because by the Company due to the death of the Executive, the Executive's habitual neglect or gross misconduct pursuant to Section 2.2(c) or because of Executive's voluntary termination, the Company estate shall be relieved from any entitled to receive all Salary and all further or future obligations to compensate Executive; provided, however, that Executive shall be able to exercise any vested and unexercised awards under other compensation earned but unpaid through the Stock Option Plans in accordance with the terms set forth thereindate of termination.
d. In the event Provided that the Executive continues to comply with each of the provisions of Sections 6 and 7 of this Agreement during all the applicable periods, if the Employment Period is terminated by the (i) Company terminates Executive, for any reason other than Executive's incapacity or disability or misconduct without Cause as described in Sections 2.2(bSection 4.a.(ii) and 2.2(c)hereof or (ii) the Executive for "Good Reason", respectively, as hereinafter defined the Executive shall be entitled to receive as severance pay the following severance compensation:
1. greater of (i) the Executive's then current annual salary under Salary hereunder for the period of time which would have been remaining in the initial Employment Period or any renewal period, as the case may be, or (ii) six months' Salary, in each case payable in one lump sum within 30 days following termination.
e. For purposes hereof, "Good Reason" means the material reduction in, or the assignment of duties to the Executive which would be materially inconsistent with, the Executive's responsibilities, duties and authorities described in Section 3.1(a) 2.c. (other than as a result of the Executive's failure to perform the Executive's duties and responsibilities in accordance with this Agreement), which continues unremedied for a period of 24 months following twenty (20) business days after the effective date Executive has given written notice to the Company specifying in reasonable detail the relevant acts or omissions. It is expressly understood and agreed that unless the Executive provides the written notice described in the immediately preceding sentence within twenty (20) business days after the Executive knows or has reason to know of such termination;
2. Payment the occurrence of benefits under any act or omission of the LTPIP and type described in this Section 5.e., the AIP set forth in Sections 3.1(e) and 3.1.(f), respectively, which will Executive shall be deemed to have accrued as consented thereto and such particular act or omission shall no longer constitute or be capable of the effective date of such termination;
3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with their terms within one year of the effective date of such termination;
4. Notwithstanding the foregoing, in the event Executive engages in employment with a competitor of the Company during the 24 month benefit period, the severance compensation available to Executive under this Section 3.2(d) shall be reduced by the amount of any and all gross earnings Executive earns while engaged in employment with any such competitor or competitors. For the constituting Good Reason for purposes of this Section 3.2(d)(5), a "competitor of the Company" shall include, without limitation, an health maintenance organization, competitive medical plan, or preferred provider organization, or health or life insurance company which owns a managed care plan or program. Executive agrees to provide immediate notice to Company upon receipt of any gross earnings received by Executive from a competitor of Company;
5. Payment of the automobile allowance as provided in Section 3.1-C- for a period of 24 months following the effective date of such termination; and
6. The Company shall provide to Executive the outplacement services described in Section 3.1(i).
e. Notwithstanding anything which may be expressed in, or inferred from the provisions expressed in, or inferred from the provisions of this Section 3.2 or Section 4.1, this Agreement should not be construed to limit, restrict, or deny Executive any benefits to which he otherwise may be entitled to under the LTPIP, the AIP, the Stock Option Plans, the Company's pension plan or otherwise which arise from circumstances not addressed in this Agreement.
4. TERMINATION AS A RESULT OF A CHANGE OF CONTRO OR FOR GOOD CAUSE
Appears in 1 contract
Sources: Executive Employment Agreement (Phone1globalwide Inc)
Compensation Following Termination. a. In (a) If the event that this Agreement Executive’s employment is terminated by reason as a result of Executive's deathhis death or Disability, Executive's estate or legal representative shall be entitled to receive the following:
1. Payment of benefits under the life insurance policy purchased by the Company on shall pay to the Executive or to the Executive's behalf’s estate, if any;
2. Payments of benefits under the LTPIP and the AIP set forth in Sections 3.1(e) and 3.1(f)as applicable, respectively, which will be deemed to have accrued as of the date of Executive's death; and
3. Executive's legal representative shall be permitted to exercise any vested and unexercised options under the 1989 Stock Option Plan set forth in Section 3.1(g) and shall be permitted to exercise any other vested and unexercised options granted under any other stock option plans of the Company ("Prior Stock Option Plans") in accordance with their terms his Base Salary for a period of one year following the date of termination and any accrued but unpaid Bonus and expense reimbursement amounts for expense incurred through the date of his Death or Disability. Any Stock Options that have vested as of the date of the Executive's death’s termination shall remain exercisable for a period of 90 days. All Stock Options that have not vested as of the date of termination shall be deemed to have expired as of such date.
(b) If the Executive’s employment is terminated by the Board for Cause, then the Company shall pay to the Executive his Base Salary through the date of his termination and any expense reimbursement amounts for expense incurred through the date of termination. The 1989 Executive shall have no further entitlement to any other compensation or benefits from the Company. All Stock Option Plan and Options that have not vested as of the Prior date of termination shall be deemed to have expired as of such date. Any Stock Option Plans Options that have vested as of the date of the Executive’s termination for Cause shall together be referred to herein as remain exercisable for a period of 90 days.
(c) If the "Stock Option Plans."
b. In the event that Executive Executive’s employment is terminated because by the Company (or its successor) without Cause or by the Executive for Good Reason and either (i) within eighteen (18) months following the occurrence of an incapacity a Change of Control or disability(ii) prior to and in connection with the occurrence of a Change in Control, then the Company (or its successor, as applicable) shall continue to pay to the Executive his Base Salary and employee benefits for a period of one year following such termination of employment, as well as any expense reimbursement amounts for expenses incurred through the date of termination. In addition, the Company shall provide pay to the Executive with the following:Performance Bonus that would have been payable for the Bonus Calculation Year in which termination of his employment occurs. For this purpose, the amount of Performance Bonus shall be the greater of (x) the target amount of the Performance Bonus contemplated by Section 4(b) (i.e., thirty-five percent (35%) of the Executive’s Base Salary) or (y) the average of the amounts paid to the Executive as a year-end cash performance bonus for the two years immediately preceding the year of termination of the Executive’s employment. All unvested Stock Options and unvested awards of restricted Common Stock (“Restricted Stock”) held by the Executive at the time that such termination occurs shall be accelerated and deemed to have vested as of the termination date. Any Stock Options that have vested (or been deemed pursuant to the immediately preceding sentence to have vested) as of the date of the Executive’s termination shall remain outstanding and exercisable until the earlier of (x) 90 days following the date of the Executive’s termination, or (y) the date of exercise of such Stock Options, or (z) the date on which the original term of any such Stock Options expires (without regard to the termination of the Executive’s employment).
1. Payment of benefits under (d) If the disability insurance policy maintained Executive’s employment is terminated by the Company on without Cause other than as a result of the Executive's behalf, if any;
2. Payment of benefits under the LTPIP ’s death or Disability and the AIP set forth other than for reasons specified in Sections 3.1(e) and 3.1(fSection 9(c), respectivelyor if the Executive’s employment is terminated by the Executive for Good Reason, then the Company shall continue to pay to the Executive his Base Salary and employee benefits for a period of one year following such termination, as well as any expense reimbursement amounts for expenses incurred through the date of termination. In addition, the Company shall pay to the Executive a portion of the Performance Bonus that would have been payable for the Bonus Calculation Year in which termination of his employment occurs, which will portion shall be determined pro rata based on the number of days in such Bonus Calculation Year on which the Executive was employed by the Company. For this purpose, the amount of Performance Bonus shall be the greater of (x) the target amount of the Performance Bonus contemplated by Section 4(b) (i.e., thirty-five percent (35%) of the Executive’s Base Salary) or (y) the average of the amounts paid to the Executive as a year-end performance bonus for the two years immediately preceding the year of termination of the Executive’s employment. Any Stock Options that have vested as of the date of the Executive’s termination shall remain exercisable for a period of 90 days. All Stock Options that have not vested as of the date of termination shall be deemed to have accrued expired as of such date.
(e) Following expiration and non-renewal of the effective date of such termination;
3. The right Term, should the Company in its sole discretion require that the Executive continue to exercise any vested and unexercised options under the Stock Option Plans in accordance comply with the terms stated therein; and
4. Payment of Section 6(a) or Section 6(b) hereof, or both, the automobile allowance as provided under Section 3.1(c) Company shall pay the Executive his Base Salary for a period of 24 months one year following expiration of the Term.
(f) This Section 9 sets forth the only obligations of the Company with respect to the termination of the Executive’s employment with the Company, and the Executive acknowledges that, upon the termination of his employment, he shall not be entitled to any payments or benefits which are not explicitly provided in Section 9.
(g) Upon termination of the Executive’s employment hereunder for any reason, the Executive shall be deemed to have resigned as director of the Company, effective as of the date of such termination.
c. In (h) Amounts payable to the event this Agreement is terminated because of Executive's habitual neglect or gross misconduct Executive pursuant to Sections 9(a), 9(c) 9(d), or 9(e) hereof shall only be paid following the Executive’s separation from service with the Company. The time for payment of amounts due following the Executive’s separation from service pursuant to this Section 2.2(c) or because of Executive's voluntary termination, the Company 9 shall be relieved from any and all further or future obligations to compensate Executive; provided, however, that Executive shall be able to exercise any vested and unexercised awards under the Stock Option Plans determined in accordance with the terms set forth therein.
d. In Company’s regular payroll and bonus payment practices, subject to the event that provisions of Code Section 409A and the Company terminates ExecutiveTreasury Regulations. Except as otherwise provided herein, for any reason other than Executive's incapacity or disability or misconduct as described in Sections 2.2(b) and 2.2(c), respectively, Executive payments of Base Salary following separation from service shall be entitled made semi-monthly at the same times as, and in accordance with, the Company’s regular payroll payments. Payments for Performance Bonus, Discretionary Bonus or expense reimbursements accrued with respect to periods of service completed prior to the Executive’s separation from service, but unpaid at the time of termination of employment, shall be due and payable at the same times as they otherwise would be due in accordance with the Company’s regular bonus payment practices (i.e., Performance Bonus within 30 days following severance compensation:
1. Executive's then current annual salary under Section 3.1(a) for a period the end of 24 the Bonus Calculation Year; Discretionary Bonus within 2 months following the effective date end of a calendar year for which bonus is granted). Notwithstanding anything herein to the contrary, (i) if at the time of the Executive’s termination of employment with the Company the Company’s common stock is publicly traded (as determined under Code Section 409A), (ii) the Executive is a “specified employee” (as determined under Code Section 409A), and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination;
2. Payment termination of benefits employment is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then the LTPIP and Company will defer the AIP set forth in Sections 3.1(e) and 3.1.(f), respectively, which will be deemed to have accrued as commencement of the effective payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the date that is six months following the Executive’s termination of employment with the Company (or the earliest date as is permitted under Code Section 409A without any accelerated or additional tax); and (ii) if any other payments of money or other benefits due to the Executive hereunder could cause the application of an accelerated or additional tax under Code Section 409A, then such termination;
3payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Code Section 409A, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Board, that is reasonably expected not to cause such an accelerated or additional tax. The right to exercise any vested and unexercised options For purposes of Code Section 409A, each payment made under this Agreement shall be designated as a “separate payment” within the Stock Option Plans in accordance with their terms within one year meaning of the effective date Code Section 409A, and, to the extent required by Code Section 409A, references herein to the Executive’s “termination of such termination;
4. Notwithstanding employment” shall refer to the foregoing, in Executive’s “separation from service” (within the event Executive engages in employment meaning of Code Section 409A) with a competitor of the Company during (as defined to include any affiliates required to be taken into account for that definition of separation from service). To the 24 month benefit period, extent any reimbursements or in-kind benefits due to the severance compensation available to Executive under this Agreement constitute “deferred compensation” under Code Section 3.2(d) 409A, any such reimbursements or in-kind benefits shall be reduced by paid to the amount Executive in a manner consistent with Section 1.409A-3(i)(1)(iv) of any the Treasury Regulations. The compensation (including without limitation separation benefits) provisions of this Agreement shall be interpreted, operated and all gross earnings Executive earns while engaged administered in employment a manner intended to comply with any such competitor or competitors. For applicable requirements of Code Section 409A, the purposes of this Treasury Regulations, and subsequent guidance issued under Code Section 3.2(d)(5), a "competitor of the Company" shall include, without limitation, an health maintenance organization, competitive medical plan, or preferred provider organization, or health or life insurance company which owns a managed care plan or program. Executive agrees to provide immediate notice to Company upon receipt of any gross earnings received by Executive from a competitor of Company;409A.
5. Payment of the automobile allowance as provided in Section 3.1-C- for a period of 24 months following the effective date of such termination; and
6. (i) The Company shall provide to Executive the outplacement services described in Section 3.1(i).
e. Notwithstanding anything which may be expressed in, or inferred from the provisions expressed in, or inferred from the provisions of this Section 3.2 or Section 4.1, this Agreement should not be construed to limit, restrict, or deny Executive 9 shall survive any benefits to which he otherwise may be entitled to under the LTPIP, the AIP, the Stock Option Plans, the Company's pension plan or otherwise which arise from circumstances not addressed in termination of this Agreement.
4. TERMINATION AS A RESULT OF A CHANGE OF CONTRO OR FOR GOOD CAUSE
Appears in 1 contract
Compensation Following Termination. a. In the event that this Agreement is terminated by reason of Executive's death, Executive's estate or legal representative shall be entitled to receive the following:
1. Payment of benefits under the life insurance policy purchased by the Company on Executive's behalf, if any;,
2. Payments of benefits under the LTPIP and the AIP MICP set forth in Sections 3.1(e) and Section 3.1(f), respectively, which will be deemed to have accrued as of the date of Executive's death; and
3. Executive's legal representative shall be permitted to exercise any vested and unexercised options under the 1989 1996 Stock Option Plan set forth in Section 3.1(g3.1(f) and shall be permitted to exercise any other vested and unexercised options granted under any other stock option plans of the Company (the "Prior Existing Stock Option Plans") in accordance with their terms for a period of one year following Executive's death. The 1989 1996 Stock Option Plan and the Prior Existing Stock Option Plans shall together be referred to herein as the "Stock Option Plans."
b. In the event that Executive is terminated because of an incapacity or disability, the Company shall provide Executive with the following:
1. Payment of benefits under the disability insurance policy maintained by the Company on Executive's behalf, if any;
2. Payment of benefits under the LTPIP and the AIP MICP set forth in Sections 3.1(e) and Section 3.1(f), respectively, which will be deemed to have accrued as of the effective date of such termination;
3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with the terms stated therein; and
4. Payment of the automobile allowance as provided under Section 3.1(c3.1(d) for a period of 24 12 months following the effective date of such termination.
c. In the event this Agreement is terminated because of Executive's habitual neglect or gross misconduct pursuant to Section 2.2(c) or because of Executive's voluntary termination, the Company shall be relieved from any and all further or future obligations to compensate Executive; provided, however, that Executive shall be able to exercise any vested and unexercised awards under the Stock Option Plans in accordance with the terms set forth therein.
d. In the event that the Company terminates Executive, for any reason other than Executive's incapacity or disability or habitual neglect or gross misconduct as described in Sections 2.2(b) and 2.2(c), respectively, Executive shall be entitled to the following severance compensation, on the condition that Executive executes a severance agreement including a general release of the Company, including its owners, partners, stockholders, directors, officers, employees, independent contractors, agents, attorneys, representatives, predecessors, successors and assigns, parents, subsidiaries, affiliated entities and related entities:
1. Executive's then current annual salary under Section 3.1(a) for a period of 24 12 months following the effective date of such termination;
2. Payment of benefits under the LTPIP and the AIP MICP set forth in Sections 3.1(e) and 3.1.(fSection 3.1(f), respectively, which will be deemed to have accrued as of the effective date of such termination;
3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with their terms within one year of the effective date of such termination;
4. Notwithstanding the foregoing, in the event Executive engages in employment with a competitor of the Company during the 24 12 month benefit periodperiod in which Executive's salary continues pursuant to Section 3.2(d)(1), the severance compensation available to Executive under this Section 3.2(d) shall be reduced by the amount of any and all gross earnings Executive earns while engaged in employment with any such competitor or competitors. For the purposes of this Section 3.2(d)(53.2(d)(4), a "competitor of the Company" shall include, without limitation, an managed care organizations, including a health maintenance organization, competitive medical plan, or preferred provider organization, provider sponsored organization ("PSO"), or health or life insurance company which owns a managed care organization, plan or program. Executive agrees to provide immediate notice to Company upon receipt of any gross earnings received by Executive from a competitor of Company;
5. Payment of the automobile allowance as provided in Section 3.1-C- 3.1(d) for a period of 24 12 months following the effective date of such termination; and
6. The Company shall provide to Executive the outplacement services described in Section 3.1(i).
e. Notwithstanding anything which may be expressed in, or inferred from the provisions expressed in, or inferred from the provisions of this Section 3.2 or Section 4.1, this Agreement should not be construed to limit, restrict, or deny Executive any benefits to which he otherwise may be entitled to under the LTPIP, the AIPMICP, the Stock Option Plans, the Company's pension plan profit-sharing plan, non-qualified deferred compensation plans or otherwise which arise from circumstances not addressed in this Agreement.
4. TERMINATION AS A RESULT OF A CHANGE OF CONTRO OR FOR GOOD CAUSE
Appears in 1 contract
Sources: Employment Agreement (Pacificare Health Systems Inc /De/)
Compensation Following Termination. a. In the event that this Agreement is terminated by reason of Executive's death, Executive's estate or legal representative shall be entitled to receive the following:
1. Payment of benefits under the life insurance policy purchased by the Company on Executive's behalf, if any;
2. Payments of benefits under the LTPIP Long-Term Performance Incentive Plan ("LTPIP"), if performance cycles remain outstanding, and the AIP MICP set forth in Sections 3.1(e) and Section 3.1(f), respectively, which will be deemed to have accrued as of the date of Executive's death; and
3. Executive's legal representative shall be permitted to exercise any vested and unexercised options under the 1989 1996 Stock Option Plan set forth in Section 3.1(g3.1(b) and shall be permitted to exercise any other vested and unexercised options granted under any other stock option plans of the Company ("Prior Stock Option Plans") in accordance with their terms for a period of one year following Executive's death. The 1989 1996 Stock Option Plan and the Prior Stock Option Plans shall together be referred to herein as the "Stock Option Plans."
b. In the event that Executive is terminated because of an incapacity or disability, the Company shall provide Executive with the following:
1. Payment of benefits under the disability insurance policy maintained by the Company on Executive's behalf, if any;
2. Payment of benefits under the LTPIP LTPIP, if performance cycles remain outstanding, and the AIP MICP set forth in Sections 3.1(e) and Section 3.1(f), respectively, which will be deemed to have accrued as of the effective date of such termination;
3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with the terms stated therein; and
4. Payment of the automobile allowance as provided under Section 3.1(c3.1(d) for a period of 24 months following the effective date of such termination.
c. In the event this Agreement is terminated because of Executive's habitual neglect or gross misconduct pursuant to Section 2.2(c) or because of Executive's voluntary termination, the Company shall be relieved from any and all further or future obligations to compensate Executive; provided, however, that Executive shall be able to exercise any vested and unexercised awards under the Stock Option Plans in accordance with the terms set forth therein.
d. In the event that the Company terminates Executive, for any reason other than Executive's incapacity or disability or misconduct as described in Sections 2.2(b) and 2.2(c), respectively, Executive shall be entitled to the following severance compensation, on the condition that Executive executes a severance agreement including a general release of the Company, including its owners, partners, stockholders, directors, officers, employees, independent contractors, agents, attorneys, representatives, predecessors, successors and assigns, parents, subsidiaries, affiliated entities and related entities:
1. Executive's then current annual salary under Section 3.1(a) for a period of 24 months following the effective date of such termination;
2. Payment of benefits under the LTPIP LTPIP, if performance cycles remain outstanding, and the AIP MICP set forth in Sections 3.1(e) and 3.1.(fSection 3.1(f), respectively, which will be deemed to have accrued as of the effective date of such termination;
3. The right to exercise any vested and unexercised options under the Stock Option Plans in accordance with their terms within one year of the effective date of such termination;
4. Notwithstanding the foregoing, in the event Executive engages in employment with a competitor of the Company during the 24 month benefit periodperiod in which Executive's salary continues pursuant to Section 3.2(d)(1), the severance compensation available to Executive under this Section 3.2(d) shall be reduced by the amount of any and all gross earnings Executive earns while engaged in employment with any such competitor or competitors. For the purposes of this Section 3.2(d)(53.2(d)(4), a "competitor of the Company" shall include, without limitation, an a health maintenance organization, competitive medical plan, or preferred provider organization, or health or life insurance company which owns a managed care plan or program. Executive agrees to provide immediate notice to Company upon receipt of any gross earnings received by Executive from a competitor of Company;
5. Payment of the automobile allowance as provided in Section 3.1-C- 3.1(d) for a period of 24 months following the effective date of such termination; and
6. The Company shall provide to Executive the outplacement services described in Section 3.1(i3.1(h).
e. Notwithstanding anything which may be expressed in, or inferred from the provisions expressed in, or inferred from the provisions of this Section 3.2 or Section 4.1, this Agreement should not be construed to limit, restrict, or deny Executive any benefits to which he otherwise may be entitled to under the LTPIP, the AIPMICP, the Stock Option Plans, the Company's pension plan or otherwise which arise from circumstances not addressed in this Agreement.
4. TERMINATION AS A RESULT OF A CHANGE OF CONTRO OR FOR GOOD CAUSE
Appears in 1 contract
Sources: Employment Agreement (Pacificare Health Systems Inc /De/)