Compensation on Termination. The parties recognize and agree that, if the Company terminates the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) or if the Executive terminates the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), the actual damages to the Executive would be difficult if not impossible to ascertain and agree that the Executive's sole remedy shall be a right to receive amounts determined and paid in accordance with the provisions of this Section 8. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, nor shall any compensation earned by the Executive in other employment or otherwise reduce the amount of any payment provided for in this Section 8. (a) If the Company shall terminate the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) or if the Executive shall terminate the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), then, as severance pay or liquidated damages or both: (i) the Company shall pay the Executive the Executive's full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, together with any other amounts payable to the Executive under Section 6 for periods prior to the Date of Termination and all outstanding stock options shall become immediately vested and exercisable; (ii) the Company shall pay the Executive a lump sum payment, on the tenth day after the Date of Termination, equal to 299% of (A) the Base Salary at the rate in effect as of the Date of Termination, plus (B) the average annual incentive award awarded to the Executive by the Company or any subsidiary of the Company for any of the five most recent fiscal years for which annual incentive award determinations were made before the Date of Termination, except as limited by applicable law; provided, however, that notwithstanding the foregoing, under no circumstances shall the Company pay the Executive a payment that would result in an "Excess Parachute Payment," as defined in Section 280G(b) of the Code; provided, further, that in the event any payment under this clause (ii) would constitute an Excess Parachute Payment, such payment shall be reduced to the extent necessary so that the payment does not constitute an Excess Parachute Payment; and (iii) the Company shall pay any amounts payable under Section 17. (b) If the Executive's employment terminates under any circumstance that does not entitle the Executive to payments under Section 8(a) (including a termination by reason of the death or Disability of the Executive, or by reason of the Company or the Executive electing not to extend or further extend the term of this Agreement pursuant to Section 3(b)), the Executive shall not be entitled to receive any compensation under Section 6 accruing after the date of such termination, or any payment under Section 8(a) (other than Section 9). (c) Nothing in Section 8(a) or 8(b) shall deprive the Executive of any rights, payments, benefits or service credit for benefits after termination of employment which were earned pursuant to any provision of this Agreement or any plan or practice of the Company on or prior to such termination including, without limitation, any pension or welfare benefits and any rights under the Company's pension, deferred compensation or stock option or other benefit plans and any legal fees and expenses payable pursuant to Section 17.
Appears in 6 contracts
Sources: Employment Agreement (Triarco Industries Inc), Employment Agreement (Triarco Industries Inc), Employment Agreement (Triarco Industries Inc)
Compensation on Termination. The parties recognize and agree that, if the Company terminates the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) ), or if the Executive terminates the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), the actual damages to the Executive would be difficult if not impossible to ascertain and agree that the Executive's sole remedy shall be a right to receive amounts determined and paid in accordance with the provisions of this Section 8. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, nor shall any compensation earned by the Executive in other employment or otherwise reduce the amount of any payment provided for in this Section 8.
(a) If the Company shall terminate the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) ), or if the Executive shall terminate the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), then, as severance pay or liquidated damages or both:
(i) the Company shall pay the Executive the Executive's full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, together with any other amounts payable to the Executive under Section 6 for periods prior to the Date of Termination and all outstanding stock options shall become immediately vested and exercisable;Termination; and
(ii) the Company shall pay the Executive a lump sum paymentthe lesser of (a) one year's Base Salary or (b) the Base Salary to be paid to the Executive for the period after the Termination Date until the Fifth Anniversary; provided, on however, that the tenth day Company, within 30 days after the Date of Termination, equal may elect, at its sole discretion, to 299% of (A) terminate the Base Salary at the rate in effect as of the Date of Termination, plus (B) the average annual incentive award awarded to the Executive by the Company or any subsidiary of the Company for any of the five most recent fiscal years for which annual incentive award determinations were made before the Date of Termination, except as limited by applicable law; provided, however, that notwithstanding the foregoing, under Non-Competition Agreement and make no circumstances shall the Company pay the Executive a payment that would result in an "Excess Parachute Payment," as defined in Section 280G(b) of the Code; provided, further, that in the event any payment under this clause (ii) would constitute an Excess Parachute Payment, such payment shall be reduced to the extent necessary so that the payment does not constitute an Excess Parachute Payment; and
(iii) the Company shall pay any amounts payable under Section 178(a)(ii).
(b) If the Executive's employment terminates under any circumstance that does not entitle the Executive to payments under Section 8(a) (including a termination by reason of the death or Disability of the Executive, or by reason of the Company or the Executive electing not to extend or further extend the term of this Agreement pursuant to Section 3(b)), the Executive shall not be entitled to receive any compensation under Section 6 accruing after the date of such termination, or any payment under Section 8(a) (other than Section 98(a)(ii).
(c) Nothing in Section 8(a) or 8(b) shall deprive the Executive of any rights, payments, benefits or service credit for benefits after termination of employment which were earned pursuant to any provision of this Agreement or any plan or practice of the Company on or prior to such termination including, without limitation, any pension or welfare benefits and any rights under the Company's pension, deferred compensation or stock option or other benefit plans and any legal fees and expenses payable pursuant to Section 17.
Appears in 3 contracts
Sources: Employment Agreement (American Home Mortgage Holdings Inc), Employment Agreement (American Home Mortgage Holdings Inc), Employment Agreement (American Home Mortgage Holdings Inc)
Compensation on Termination. The parties recognize and agree that, if the Company terminates the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) hereof, or if the Executive terminates the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c)) hereof, the actual damages to the Executive would be difficult if not impossible to ascertain and agree that the Executive's sole remedy shall be a right to receive amounts determined and paid in accordance with the provisions of this Section 8. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, nor shall any compensation earned by the Executive in other employment or otherwise reduce the amount of any payment provided for in this Section 8.
(a) If the Company shall terminate the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) hereof, or if the Executive shall terminate the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c)) hereof, or if the Executive's employment shall terminate by reason of the Company electing not to extend or further extend the term of this Agreement pursuant to Section 3(b) hereof, then, as severance pay or liquidated damages or both:
(i) the Company shall pay to the Executive the Executive's full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is givengiven for a period of three (3) years from the Date of Termination, together with any other amounts payable to the Executive under Section 6 hereof for periods prior to the Date of Termination and all outstanding stock options (the Base Salary payable to the Executive after termination of employment under this Section 8(a)(i) shall become immediately vested and exercisablebe paid in 24 equal bi-monthly installments per year, in accordance with the Company's normal payroll cycle; provided, however, in the event that the Company changes its normal payroll cycle, such payment installments will be adjusted accordingly);
(ii) the Company shall pay the Executive a lump sum payment, on the tenth day after the Date of Termination, equal to 299% of (A) the Base Salary at the rate in effect as of the Date of Termination, plus (B) the average annual incentive award awarded make any payments if and when due to the Executive by the Company or any subsidiary of the Company for any of the five most recent fiscal years for which annual incentive award determinations were made before the Date of Termination, except as limited by applicable law; provided, however, that notwithstanding the foregoing, under no circumstances shall the Company pay the Executive a payment that would result in an "Excess Parachute Payment," as defined in Section 280G(bSections 6(b) of the Code; provided, further, that in the event any payment under this clause (iiand 6(d) would constitute an Excess Parachute Payment, such payment shall be reduced to the extent necessary so that the payment does not constitute an Excess Parachute Paymenthereof; and
(iii) for a period of three (3) years from the Date of Termination, the Executive and his dependents and beneficiaries shall be entitled to receive health insurance from the Company shall pay any amounts payable under Section 17on the same terms and conditions as the Executive's health insurance in effect at the time Notice of Termination is given.
(b) If the Executive's employment terminates under any circumstance that does not entitle the Executive to payments under Section 8(a) hereof (including a termination by reason of the death or Disability of the Executive, or by reason of the Company or the Executive electing not to extend or further extend the term of this Agreement pursuant to Section Sections 3(b)) and 7(d) hereof), the Executive (i) shall not be entitled to receive any compensation under Section 6 accruing after the date of such termination, or any payment under Section 8(a) termination (other than Section 9any payments due under Sections 6(b) and 6(d) hereof).
, and (cii) Nothing shall be (x) subject to the Non-Competition Restrictions (as defined in Section 8(a9 hereof) for a period of three (3) years from the Date of Termination and (y) subject to the Non-Solicitation Restrictions (as defined in Section 9 hereof) for a period of eight (8) years from the Date of Termination; provided, however, that if the termination is a result of the death or 8(b) shall deprive Disability of the Executive, the Executive of any rights, payments, benefits or service credit for benefits after termination of employment which shall be entitled to payments under Sections 6(b) and 6(d) hereof as if the Executive were earned pursuant to any provision of this Agreement or any plan or practice still in the employ of the Company on or prior to such termination including, without limitation, any pension or welfare benefits and any rights under the Company's pension, deferred compensation or stock option or other benefit plans and any legal fees and expenses payable pursuant to Section 17.
Appears in 2 contracts
Sources: Employment Agreement (American Home Mortgage Investment Corp), Employment Agreement (American Home Mortgage Investment Corp)
Compensation on Termination. The parties recognize and agree thatIn the event of a Change in Control, if the Company terminates the Executive's employment during the term of this Agreement other than pursuant shall pay and provide to Section 7(byou:
(a) or if the Executive terminates the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), the actual damages (i) two (2) times your highest annual base salary in effect within one hundred and eighty (180) days prior to the Executive would be difficult if Change in Control, (ii) two (2) times the highest annual bonus paid or payable to you for any of the last two (2) completed years by the Company or its predecessors, (iii) any un-reimbursed business expenses for the period prior to termination payable in accordance with Company's policies, and (iv) any base salary, bonus, vacation pay or other deferred compensation accrued or earned under law or in accordance with the Company's policies applicable to you but not impossible yet paid;
(b) any other amounts or benefits due under the then applicable employee benefit, incentive or equity plans of the Company applicable to ascertain and agree that the Executive's sole remedy you as shall be a right to receive amounts determined and paid in accordance with the provisions of this Section 8. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, nor shall any compensation earned by the Executive in other employment or otherwise reduce the amount of any payment provided for in this Section 8.such plans;
(ac) If two (2) years of additional service and compensation credit (at your highest compensation level in the one hundred and eighty (180) day period prior to the Change in Control) for pension purposes under any defined benefit type qualified or non-qualified pension plan or arrangement of the Company and its affiliates applicable to you, measured from the date of termination of employment and not credited to the extent that you are otherwise entitled to such credit during such two (2) year period, which payments shall terminate be made through and in accordance with the Executiveterms of the non-qualified defined benefit pension plan or arrangement if any then exists, or, if not, in an actuarially equivalent lump sum (using the actuarial factors then applying in the Company's employment during the term of this Agreement other than pursuant to Section 7(b) or if the Executive shall terminate the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(cits affiliates' defined benefit plan covering you), then, as severance pay or liquidated damages or both:;
(id) an amount equal to two (2) years of the maximum Company shall pay contribution (assuming you deferred the Executive maximum amount and continued to earn your then current salary) measured from the Executive's full Base Salary through the Date date of Termination termination of your employment under any type of qualified or non-qualified 401(K) plan (payable at the rate in effect at the time Notice end of Termination is given, together with any other amounts each such year and not payable to the Executive under Section 6 for periods prior extent otherwise contributed to the Date of Termination and all outstanding stock options shall become immediately vested and exercisable;
(ii) the Company shall pay the Executive a lump sum payment, on the tenth day after the Date of Termination, equal to 299% of (A) the Base Salary at the rate in effect as of the Date of Termination, plus (B) the average annual incentive award awarded to the Executive by the Company or any subsidiary of the Company for any of the five most recent fiscal years for which annual incentive award determinations were made before the Date of Termination, except as limited by applicable law; provided, however, that notwithstanding the foregoing, under no circumstances shall the Company pay the Executive a payment that would result in an "Excess Parachute Payment," as defined in Section 280G(b) of the Code; provided, further, that in the event any payment under this clause (ii) would constitute an Excess Parachute Payment, such payment shall be reduced to the extent necessary so that the payment does not constitute an Excess Parachute Paymentplan); and
(iiie) payment by the Company shall pay any amounts payable under Section 17.
(b) If the Executive's employment terminates under any circumstance that does not entitle the Executive to payments under Section 8(a) (including a termination by reason of the death or Disability premiums for you (except in the case of death) and your dependents' health coverage for two (2) years from the Executive, or by reason date of termination of your employment under the Company's health plans which cover the senior executives of the Company or materially similar benefits (to the Executive electing extent not otherwise provided). Any amendment or termination of benefits, equity or incentive plans within one hundred and eighty (180) days prior to, or after, a Change in Control that is detrimental to extend or further extend the term of this Agreement pursuant you shall be ignored with respect to Section 3(b)subsections (c), (d) and (e) above. Payments under (e) above may, at the Executive shall not discretion of the Company, be entitled to receive any compensation under Section 6 accruing after made by paying the date of such terminationapplicable COBRA premium for you and your dependents, or any by covering you and your dependents under substitute arrangements, provided that, to the extent you incur tax that you would not have incurred as an active employee as a result of the aforementioned coverage or the benefits provided thereunder, you shall receive from the Company an additional payment under Section 8(a) (other than Section 9).
(c) Nothing in Section 8(a) or 8(b) shall deprive the Executive of any rights, payments, benefits or service credit amount necessary so that you will have no additional cost for benefits after termination of employment which were earned pursuant to any provision of this Agreement receiving such items or any plan or practice of the Company on or prior to such termination including, without limitation, any pension or welfare benefits and any rights under the Company's pension, deferred compensation or stock option or other benefit plans and any legal fees and expenses payable pursuant to Section 17additional payment.
Appears in 2 contracts
Sources: Employment Agreement (Colonial Direct Financial Group Inc), Employment Agreement (Colonial Direct Financial Group Inc)
Compensation on Termination. The parties recognize If Employee’s employment is terminated under Sections 5.01, 5.02, 5.03, 5.04 or 5.05 above, the Employer’s obligation to pay Employee’s Base Salary, Auto Allowance and agree that, if the Company terminates the Executive's employment during the term of this Agreement other than Bonus pursuant to Section 7(b) or if the Executive terminates Annual Incentive Plan shall cease on the Executive's date on which the termination of employment during the term of this Agreement for Good Reason pursuant to Section 7(c), the actual damages occurs and shall be prorated and accrued to the Executive would be difficult if not impossible date of termination, except as expressly provided for below with respect to ascertain Sections 5.04. Employer’s obligations and agree that the Executive's sole remedy Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be a right to receive amounts determined and paid in accordance with governed by the provisions of this the plans under which they are granted. If Employee’s employment is terminated under Section 8. The Executive 5.04, the Employer shall not be required obligated to mitigate pay to Employee an amount equal to twelve (12) months of his then current Base Salary, which amount shall be paid by Employer in substantially equal installments over the amount period of any payment twelve (12) months after the date on which Employee’s employment is so terminated on the dates Employer would normally pay its employees In addition, provided for in this Section 8 by seeking other employment or otherwise, nor shall any compensation earned by the Executive in other employment or otherwise reduce the amount of any payment provided for in this Section 8.
that (a) If Employee has elected COBRA continuation coverage and (b) Employee pays for Employee’s portion of Employee’s medical and dental premiums, then the Company Employer shall terminate continue to pay the Executive's employment Employer’s portion of Employee’s medical and dental premiums during such COBRA continuation coverage until the term earlier of this Agreement other than pursuant to Section 7(b) or if the Executive shall terminate the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), then, as severance pay or liquidated damages or both:
(i) twelve months after the Company shall pay the Executive the Executive's full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination date on which Employee’s employment is given, together with any other amounts payable to the Executive under Section 6 for periods prior to the Date of Termination and all outstanding stock options shall become immediately vested and exercisable;
terminated or (ii) the Company date that Employee becomes eligible to receive medical insurance benefits from a new employer; provided that, if such continued coverage would result in excise tax or other penalties imposed on Employer, Employee shall pay the Executive entire amount of such COBRA continuation coverage and Employer shall pay Employee a lump sum paymentdollar amount equal to the amount Employer would otherwise have contributed to such coverage. Notwithstanding the foregoing, the payments and benefits described in this paragraph shall be subject to Employee’s execution and delivery of a customary release of claims against Employer and its affiliates by no later than the 45th day following his termination of employment and his not revoking such release, and none of the cash payments described in the first sentence of this paragraph shall be paid until such release has been delivered and a seven day revocation period has elapsed. Any amounts that would have been paid prior to the execution, delivery and lapse of the revocation period of such release but for the preceding sentence shall be paid on the first payroll period following the 60th day after Employee’s termination of employment. However, if the Employee is a “Specified Employee”, as defined in Internal Revenue Code Section 409A and the regulations promulgated thereunder, on the tenth day after the Date date of Termination, equal to 299% his termination of (A) the Base Salary at the rate in effect as of the Date of Termination, plus (B) the average annual incentive award awarded to the Executive by the Company or any subsidiary of the Company for any of the five most recent fiscal years for which annual incentive award determinations were made before the Date of Termination, except as limited by applicable law; provided, however, that notwithstanding the foregoing, under no circumstances shall the Company pay the Executive a payment that would result in an "Excess Parachute Payment," as defined in Section 280G(b) of the Code; provided, further, that in the event any payment under this clause (ii) would constitute an Excess Parachute Paymentemployment, such payment amounts otherwise payable within the first six (6) calendar months following the Employee’s termination of employment, shall be reduced delayed, to the extent necessary so that for the Employee to avoid the adverse tax consequences imposed under Code Section 409A. On the first business day of the seventh calendar month immediately following the Employee’s termination of employment, payment does not constitute an Excess Parachute Payment; and
(iii) of the Company aggregate amount of the delayed cash payment shall pay any amounts payable under Section 17.
(b) If be paid in a lump sum. The remaining installment payments shall be made on the Executive's employment terminates under any circumstance that does not entitle same dates as the Executive to Employer makes regular payroll payments under Section 8(a) (including a termination its customary practice. Employer’s obligations and Employee’s rights with respect to Stock Awards, Options and Other Benefits shall be governed by reason the provisions of the death plans under which they are granted and paid or Disability of the Executive, or by reason of the Company or the Executive electing not provided to extend or further extend the term of this Agreement pursuant to Section 3(b)), the Executive shall not be entitled to receive any compensation under Section 6 accruing after the date of on which Employee’s employment is so terminated. During the time Employer makes such termination, or any payment under Section 8(a) (other than Section 9).
(c) Nothing in Section 8(a) or 8(b) shall deprive the Executive of any rights, payments, benefits or service credit for benefits after termination of employment which were earned pursuant Employee shall provide such assistance and time as may reasonably be required by Employer to any provision of this Agreement or any plan or practice of effect a smooth transition to the Company on or prior to such termination including, without limitation, any pension or welfare benefits employee(s) assuming Employee’s duties and any rights under the Company's pension, deferred compensation or stock option or other benefit plans and any legal fees and expenses payable pursuant to Section 17responsibilities.
Appears in 2 contracts
Sources: Executive Non Competition Agreement, Employment Agreement (Richardson Electronics LTD/De)
Compensation on Termination. The parties recognize and agree --------------------------- that, if the Company terminates the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) ), or if, in connection with or following a Change in Control, the Executive's position is eliminated or the Executive is no longer the chief executive officer of the Company with all power, authority and responsibility normally attendant to such office and consistent with his prior position, or if the Executive terminates the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), the actual damages to the Executive would be difficult if not impossible to ascertain and agree that the Executive's sole remedy shall be a right to receive amounts determined and paid in accordance with the provisions of this Section 8. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, nor shall any compensation earned by the Executive in other employment or otherwise reduce the amount of any payment provided for in this Section 8.
(a) If the Company shall terminate the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) ), or if, in connection with or following a Change in Control, the Executive's position is eliminated or the Executive is no longer the chief executive officer of the Company with all power, authority and responsibility normally attendant to such office and consistent with his prior position, or if the Executive shall terminate the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), then, as severance pay or liquidated damages or both:
(i) the Company shall pay the Executive the Executive's full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, together with any other amounts payable to the Executive under Section 6 for periods prior to the Date of Termination and all outstanding stock options shall become immediately vested and exercisable;
(ii) the Company shall pay the Executive a lump sum payment, on the tenth day after the Date of Termination, equal to 299% of (A) the Base Salary at the rate in effect as of the Date of Termination, plus (B) the average annual incentive award awarded to the Executive by the Company or any subsidiary of the Company for any of the five most recent fiscal years for which annual incentive award determinations were made before the Date of Termination, except as limited by applicable law; provided, however, that notwithstanding the foregoing, under no circumstances shall the Company pay the Executive a payment that would result in an "Excess Parachute Payment," as defined in Section 280G(b) of the Code; provided, further, that in the event any payment under this clause (ii) would constitute an Excess Parachute Payment, such payment shall be reduced to the extent necessary so that the payment does not constitute an Excess Parachute Payment; and
(iii) the Company shall pay any amounts payable under Section 17.
(b) If the Executive's employment terminates under any circumstance that does not entitle the Executive to payments under Section 8(a) (including a termination by reason of the death or Disability of the Executive, or by reason of the Company or the Executive electing not to extend or further extend the term of this Agreement pursuant to Section 3(b)), the Executive shall not be entitled to receive any compensation under Section 6 accruing after the date of such termination, or any payment under Section 8(a) (other than Section 9).
(c) Nothing in Section 8(a) or 8(b) shall deprive the Executive of any rights, payments, benefits or service credit for benefits after termination of employment which were earned pursuant to any provision of this Agreement or any plan or practice of the Company on or prior to such termination including, without limitation, any pension or welfare benefits and any rights under the Company's pension, deferred compensation or stock option or other benefit plans and any legal fees and expenses payable pursuant to Section 17.
Appears in 1 contract
Sources: Employment Agreement (American Home Mortgage Holdings Inc)
Compensation on Termination. The parties recognize and agree that, if the Company terminates the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) ), or if the Executive terminates the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), the actual damages to the Executive would be difficult if not impossible to ascertain and agree that the Executive's sole remedy shall be a right to receive amounts determined and paid in accordance with the provisions of this Section 8. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, nor shall any compensation earned by the Executive in other employment or otherwise reduce the amount of any payment provided for in this Section 8.
(a) If the Company shall terminate the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) ), or if the Executive shall terminate the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), then, as severance pay or liquidated damages or both:
(i) the Company shall pay the Executive a lump sum payment equal to the Executive's full Base Salary through the Date of Termination times three at the rate in effect at the time Notice of Termination is given, together with any other amounts payable to the Executive under Section 6 for periods prior to the Date of Termination and all outstanding stock options shall become immediately vested and exercisable;Termination; and
(ii) the Company shall pay make any payments, if and when, due to the Executive under the Merger Agreement.
(b) Notwithstanding anything herein to the contrary, if the Company shall terminate the Executive's employment during the term of this Agreement other than pursuant to Section 7(b), the Executive shall be subject to restrictions set forth in the Non-Competition Agreement for a lump sum payment, on the tenth day after period of two years from the Date of Termination.
(c) Notwithstanding anything herein to the contrary, equal if the Executive shall terminate the Executive's employment during the term of this Agreement for Good Reason pursuant to 299% Section 7(c), the Executive shall be subject to restrictions set forth in the Non-Competition Agreement for a period of (A) the Base Salary at the rate in effect as of nine months from the Date of Termination, plus (B) the average annual incentive award awarded to the Executive by the Company or any subsidiary of the Company for any of the five most recent fiscal years for which annual incentive award determinations were made before the Date of Termination, except as limited by applicable law; provided, however, that notwithstanding the foregoing, under no circumstances shall the Company pay the Executive a payment that would result in an "Excess Parachute Payment," as defined in Section 280G(b) of the Code; provided, further, that in the event any payment under this clause (ii) would constitute an Excess Parachute Payment, such payment shall be reduced to the extent necessary so that the payment does not constitute an Excess Parachute Payment; and
(iii) the Company shall pay any amounts payable under Section 17.
(bd) If the Executive's employment terminates under any circumstance that does not entitle the Executive to payments under Section 8(a) (including a termination by reason of the death or Disability of the Executive, or by reason of the Company or the Executive electing not to extend or further extend the term of this Agreement pursuant to Section 3(b)), the Executive shall (i) not be entitled to receive any compensation under Section 6 accruing after the date Date of such terminationTermination, or any payment under Section 8(a2.4(f) of the Merger Agreement and (other than Section 9ii) be subject to the restrictions set forth in the Non-Competition Agreement until the expiration of the Non-Competition Period (as defined in the Non-Competition Agreement).
(c) Nothing in Section 8(a) ; provided, however, that if the termination is a result of the death or 8(b) shall deprive Disability of the Executive, the Executive of any rights, payments, benefits or service credit for benefits after termination of employment which shall be entitled to payments under the Merger Agreement as if the Executive were earned pursuant to any provision of this Agreement or any plan or practice still in the employ of the Company on or prior to such termination including, without limitation, any pension or welfare benefits and any rights under the Company's pension, deferred compensation or stock option or other benefit plans and any legal fees and expenses payable pursuant to Section 17.
Appears in 1 contract
Sources: Employment Agreement (American Home Mortgage Holdings Inc)
Compensation on Termination. The parties recognize and agree that, if the Company terminates the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) ), or if, in connection with or following a Change in Control, the Executive's position is eliminated or the Executive is no longer the chief executive officer of the Company with all power, authority and responsibility normally attended to such office and consistent with his prior position, or if the Executive terminates the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), the actual damages to the Executive would be difficult if not impossible to ascertain and agree that the Executive's sole remedy shall be a right to receive amounts determined and paid in accordance with the provisions of this Section 8. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, nor shall any compensation earned by the Executive in other employment or otherwise reduce the amount of any payment provided for in this Section 8.
(a) If the Company shall terminate the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) ), or if, in connection with or following a Change in Control, the Executive's position is eliminated or the Executive is no longer the chief executive officer of the Company with all power, authority and responsibility normally attendant to such office and consistent with his prior position, or if the Executive shall terminate the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), then, as severance pay or liquidated damages or both:
(i) the Company shall pay the Executive the Executive's full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, together with any other amounts payable to the Executive under Section 6 for periods prior to the Date of Termination and all outstanding stock options shall become immediately vested and exercisable;
(ii) the Company shall pay the Executive a lump sum payment, on the tenth day after the Date of Termination, equal to 299% of (A) the Base Salary at the rate in effect as of the Date of Termination, plus (B) the average annual incentive award awarded to the Executive by the Company or any subsidiary of the Company for any of the five most recent fiscal years for which annual incentive award determinations were made before the Date of Termination, except as limited by applicable law; provided, however, that notwithstanding the foregoing, under no circumstances shall the Company pay the Executive a payment that would result in an "Excess Parachute Payment," as defined in Section 280G(b) of the Code; provided, further, that in the event any payment under this clause (ii) would constitute an Excess Parachute Payment, such payment shall be reduced to the extent necessary so that the payment does not constitute an Excess Parachute Payment; and
(iii) the Company shall pay any amounts payable under Section 17.
(b) If the Executive's employment terminates under any circumstance that does not entitle the Executive to payments under Section 8(a) (including a termination by reason of the death or Disability of the Executive, or by reason of the Company or the Executive electing not to extend or further extend the term of this Agreement pursuant to Section 3(b)), the Executive shall not be entitled to receive any compensation under Section 6 accruing after the date of such termination, or any payment under Section 8(a) (other than Section 9).
(c) Nothing in Section 8(a) or 8(b) shall deprive the Executive of any rights, payments, benefits or service credit for benefits after termination of employment which were earned pursuant to any provision of this Agreement or any plan or practice of the Company on or prior to such termination including, without limitation, any pension or welfare benefits and any rights under the Company's pension, deferred compensation or stock option or other benefit plans and any legal fees and expenses payable pursuant to Section 17.
Appears in 1 contract
Compensation on Termination. The parties recognize and agree that, if the Company terminates the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) ), or if the Executive terminates the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), the actual damages to the Executive would be difficult if not impossible to ascertain and agree that the Executive's sole remedy shall be a right to receive amounts determined and paid in accordance with the provisions of this Section 8. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, nor shall any compensation earned by the Executive in other employment or otherwise reduce the amount of any payment provided for in this Section 8.
(a) If the Company shall terminate the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) ), or if the Executive shall terminate the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), then, as severance pay or liquidated damages or both:
(i) the Company shall pay the Executive the Executive's full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, together with any other amounts payable to the Executive under Section 6 for periods prior to the Date of Termination and all outstanding stock options shall become immediately vested and exercisable;Termination; and
(ii) the Company shall pay the Executive a lump sum paymentthe greater of (a) $100,000 or (b) three times the average monthly commission for the six months immediately preceding the Date of Termination, on the tenth day in each case payable in three equal monthly installments, beginning one month after the Date of Termination, equal to 299% of (A) the Base Salary at the rate in effect as of the Date of Termination, plus (B) the average annual incentive award awarded to the Executive by the Company or any subsidiary of the Company for any of the five most recent fiscal years for which annual incentive award determinations were made before the Date of Termination, except as limited by applicable law; provided, however, that notwithstanding the foregoing, under no circumstances shall the Company pay the Executive a payment that would result in an "Excess Parachute Payment," as defined in Section 280G(b) of the Code; provided, further, that in the event any payment under this clause (ii) would constitute an Excess Parachute Payment, such payment shall be reduced to the extent necessary so that the payment does not constitute an Excess Parachute Payment; and
(iii) the Company shall pay any amounts payable under Section 17.
(b) If the Executive's employment terminates under any circumstance that does not entitle the Executive to payments under Section 8(a) (including a termination by reason of the death or Disability of the Executive, or by reason of the Company or the Executive electing not to extend or further extend the term of this Agreement pursuant to Section 3(b)), the Executive shall not be entitled to receive any compensation under Section 6 accruing after the date of such termination, or any payment under Section 8(a) (other than Section 98(a)(ii).
(c) Nothing in Section 8(a) or 8(b) shall deprive the Executive of any rights, payments, benefits or service credit for benefits after termination of employment which were earned pursuant to any provision of this Agreement or any plan or practice of the Company on or prior to such termination including, without limitation, any pension or welfare benefits and any rights under the Company's pension, deferred compensation or stock option or other benefit plans and any legal fees and expenses payable pursuant to Section 17.
Appears in 1 contract
Sources: Employment Agreement (American Home Mortgage Holdings Inc)
Compensation on Termination. The parties recognize As used in this Agreement, the term "Company" means and agree thatincludes the Limited Partnership and the General Partner, if or either of them. If the Company terminates the ExecutiveEmployee's employment other than for Cause or Disability (as defined in paragraphs 2(b) and 2(d) below) before the third anniversary of the Effective Date (such three year period being hereinafter referred to as the "Term"), or the Company Constructively Discharges Employee (as that Term is defined in paragraph 2(c) below) during the term Term, and the Administrator (as defined in paragraph 2(a) below) determines in the good faith exercise of this Agreement other than pursuant her sole discretion that such termination of employment or Constructive Discharge (as the case may be) is or was not primarily related to Section 7(b) Employee's performance or if the Executive terminates ordinary course of business, then the Executive's employment during Company shall pay Employee the term of this Agreement for Good Reason pursuant to Section 7(c), the actual damages to the Executive would be difficult if not impossible to ascertain following amounts and agree that the Executive's sole remedy shall be a right to receive amounts determined and paid in accordance provide him with the provisions of this Section 8following benefits as severance compensation. The Executive Employee shall not be required to mitigate the amount of any payment or benefit provided for in this Section 8 section 1 by seeking other employment or otherwise, nor shall any compensation earned by the Executive Employee in other employment or otherwise reduce the amount of any payment or benefit provided for in this Section 8section 1.
(a) If the Company shall terminate the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) or if the Executive shall terminate the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), then, as severance pay or liquidated damages or both:
(i) the The Company shall pay the Executive the Executive's full Base Salary Employee her salary (as defined in paragraph 2(c)(iii) below) prorated through the Date date of Termination at the rate in effect at the time Notice of Termination is given, together with any other amounts payable to the Executive under Section 6 for periods prior to the Date of Termination and all outstanding stock options shall become immediately vested and exercisabletermination;
(iib) the The Company shall pay Employee any accrued but unpaid bonus award for Employee's services in the Executive calendar year preceding the date of termination, and a prorated bonus award for the calendar year in which the date of termination occurs, such prorated bonus award to be determined by multiplying the "Bonus Amount" as defined in paragraph 1(d) below by a fraction the numerator of which is the number of days in the calendar year of termination that precede the date of termination and the denominator of which is the number 365;
(c) The Company shall pay Employee a lump sum paymentamount, on or before the tenth day after the Date date of Terminationtermination, equal to 299% of one and one-half (A1 1/2) times her salary ( as defined in paragraph 2(c)(iii) below, based on the Base Salary at the highest rate in effect as of during the Date of Termination, plus (B) the average annual incentive award awarded to the Executive by the Company or any subsidiary of the Company for any of the five most recent fiscal years for which annual incentive award determinations were made before the Date of Termination, except as limited by applicable law; provided, however, that notwithstanding the foregoing, under no circumstances shall the Company pay the Executive a payment that would result in an "Excess Parachute Payment," as defined in Section 280G(b) of the Code; provided, further, that in the event any payment under this clause (ii) would constitute an Excess Parachute Payment, such payment shall be reduced to the extent necessary so that the payment does not constitute an Excess Parachute Payment; andTerm);
(iiid) the The Company shall pay any amounts payable under Section 17.
(b) If Employee a lump sum amount, on or before the Executive's employment terminates under any circumstance that does not entitle the Executive to payments under Section 8(a) (including a termination by reason of the death or Disability of the Executive, or by reason of the Company or the Executive electing not to extend or further extend the term of this Agreement pursuant to Section 3(b)), the Executive shall not be entitled to receive any compensation under Section 6 accruing tenth day after the date of such termination, or any payment under Section 8(aequal to one and one-half (1 1/2) (other than Section 9).
(c) Nothing in Section 8(a) or 8(b) shall deprive times the Executive of any rights, payments, benefits or service credit for benefits after termination of employment which were earned pursuant to any provision "Bonus Amount" as hereafter defined. For purposes of this Agreement or any plan or practice section 1, the "Bonus Amount" shall mean Employee's Salary (as defined in paragraph 2(c)(iii) below, based on the highest rate in effect during the Term), multiplied by the greater of (i) and (ii) where (i) is 40% and (ii) is the percentage of her Salary (as defined in paragraph 2(c)(iii) below) which Employee was given the opportunity to earn as an annual bonus for services in the calendar year in which the date of termination occurs if the Company on attains the target bonus performance objective designated by the Board (or prior to a committee thereof) for such termination including, without limitation, any pension or welfare benefits and any rights under the Company's pension, deferred compensation or stock option or other benefit plans and any legal fees and expenses payable pursuant to Section 17.calendar year;
Appears in 1 contract
Sources: Employment Agreement (New England Investment Companies L P)
Compensation on Termination. The parties recognize and agree that(a) Except as provided in this Section 6, if the Company terminates the Executive's ’s employment during the term of this Agreement other than is terminated pursuant to Section 7(b) or if the 5, all future compensation and benefits to which Executive terminates the Executive's employment during the term of is otherwise entitled under this Agreement shall cease and terminate as of the date of such termination, and Executive (or his estate) shall be entitled to receive:
(i) Executive’s Base Salary through the date of termination;
(ii) any incentive compensation due Executive if, under the terms of the relevant compensation arrangement, such incentive compensation was due and payable to Executive on or before the date of termination;
(iii) those benefits that are provided by welfare benefit plans and programs adopted and approved by the Company for Executive that, under the terms of the relevant plans and programs, are earned and vested and payable on or before the date of termination;
(iv) any rights Executive (or his estate) may have under any stock option, restricted stock, performance share unit or any other stock-based award; and
(v) medical and similar employee welfare benefits, the continuation of which is required by applicable law or as provided in the applicable welfare benefit plan.
(b) If Executive’s employment under this Agreement is terminated by Executive for Good Reason pursuant to at any time, or by the Company within two years after a Change in Control (as determined in Section 7(c5(b) above) for any reason other than those specified in Section 5(a)(i) (death), the actual damages to the Executive would be difficult if not impossible to ascertain and agree that the Executive's sole remedy shall be a right to receive amounts determined and paid in accordance with the provisions of this Section 8. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, nor shall any compensation earned by the Executive in other employment or otherwise reduce the amount of any payment provided for in this Section 8.
(aii) If the Company shall terminate the Executive's employment during the term of this Agreement other than pursuant to Section 7(b(incapacity) or if the Executive shall terminate the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c(iii) (Cause), then, as severance pay or liquidated damages or bothin addition to any other amounts payable to Executive:
(i) the Company shall pay to Executive, in one lump-sum payment on the Executive first business day occurring on or after the Executive's full 30th day after the date of such termination (except as otherwise specified in Section 16(a)), an amount equal to three times (3x) the sum of (a) the Base Salary through the Date of Termination at the rate then in effect at and (b) the time Notice greater of Termination (x) the average annual bonus paid to Executive (without reduction for any amounts Executive deferred under any savings, deferred compensation, retirement or other incentive plan) for the three fiscal years preceding the year in which Executive’s employment is given, together with any other amounts payable to terminated or (y) the target bonus for Executive under Section 6 in the Company’s annual incentive plan for periods prior to the Date of Termination and all outstanding stock options shall become immediately vested and exercisablethen-current fiscal year;
(ii) for two years after the date of Executive’s employment termination, or such longer period as any plan, program or arrangement may provide, the Company shall pay continue benefits to Executive and Executive’s family (if applicable) at least equal to those that would have been provided to them according to the plans, programs and arrangements described in Section 4(e), and according to Treasury Regulation Section 1.409A-3(i)(1)(iv), if Executive’s employment had not been ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Page 6 Effective April 28, 2010 Employment Agreement terminated (group health coverage shall be provided by the Company’s payment of the monthly cost of coverage Executive a lump sum paymentelects pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), on the tenth day or an equivalent amount for periods of coverage after the Date of Terminationapplicable COBRA period, equal at such time as the COBRA premiums would be due under such plan, and such premiums, including any premiums paid on Executive’s behalf beyond the COBRA period, will be imputed to 299% of (A) the Base Salary at the rate in effect Executive as of the Date of Terminationincome, plus (B) the average annual incentive award awarded to the Executive extent required by the Company or any subsidiary of the Company for any of the five most recent fiscal years for which annual incentive award determinations were made before the Date of Termination, except as limited by applicable law; provided, however, that notwithstanding if Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, the foregoingbenefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (however, under no circumstances shall the Company pay the if Section 16(a) applies, then: (1) any taxable benefits provided to Executive a payment that would result in an "Excess Parachute Payment," as defined in Section 280G(b) of the Code; provided, further, that in the event any payment under this clause subparagraph (ii) would constitute an Excess Parachute Payment, such payment (with the exception of group health benefits) during the six month period following Executive’s termination shall be reduced limited to the extent necessary so amount specified by Code Section 402(g)(1)(b) for the year of the termination; (2) Executive shall pay the Company for the costs of any benefits that exceed the payment does not constitute an Excess Parachute Paymentamount specified in the prior clause during the six month period following Executive’s termination; and (3) the Company shall reimburse Executive for such costs during the seventh month after Executive’s termination); and
(iii) the Company shall pay any amounts payable under Section 17provide Executive at the Company’s sole expense, outplacement services during the one year period following Executive’s employment termination at a cost of up to $10,000, the provider of which Executive shall select in Executive’s sole discretion.
(bc) If the Executive's employment terminates under any circumstance that Section 6(b) does not entitle the Executive to payments under Section 8(a) (including a termination by reason of the death or Disability of the Executive, or by reason of apply and if the Company or the Executive electing not to extend or further extend the term of terminates Executive’s employment under this Agreement pursuant to Section 3(b5(a)(ii) (incapacity) or (iv) (discretionary), then in addition to any other amounts payable to Executive:
(i) Either
(A) if the termination occurs during the first 12 months of the Term, the Company shall pay to Executive in one lump-sum payment on the first business day occurring on or after the 30th day after the date of such termination (except as otherwise specified in Section 16(a)), an amount equal to two times (2x) the sum of (a) the Base Salary then in effect and (b) the target bonus for Executive in the Company’s annual incentive plan for the current fiscal year; or
(B) if the termination occurs after the first 12 months of this Agreement, the Company shall pay to Executive in one lump-sum payment on the first business day occurring on or after the 30th day after the date of such termination (except as otherwise specified in Section 16(a)), an amount equal to the greater of: (1) the number of full and partial calendar months remaining in the Term as of the date of termination divided by 12, multiplied by the sum of (a) the Base Salary then in effect and (b) the greater of (x) the average annual bonus paid to Executive (without reduction for any amounts Executive deferred under any savings, deferred compensation, retirement or other incentive plan) for the three fiscal years preceding the year in which Executive’s employment is terminated (excluding any year in which a bonus was not paid other than for failure to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Page 7 Effective April 28, 2010 Employment Agreement achieve performance goals) or (y) the target bonus for Executive in the Company’s annual incentive plan for the then-current fiscal year; or (2) the sum of (a) the Base Salary then in effect and (b) the greater of (x) the average annual bonus paid to Executive (without reduction for any amounts Executive deferred under any savings, deferred compensation, retirement or other incentive plan) for the three fiscal years preceding the year in which Executive’s employment is terminated or (y) the target bonus for Executive in the Company’s annual incentive plan for the then-current fiscal year; and
(ii) for the remaining period in the Term as of Executive’s employment termination date, or such longer period as any plan, program or arrangement may provide, the Company shall continue benefits to Executive and Executive’s family (if applicable) at least equal to those that would have been provided to them according to the plans, programs and arrangements described in Section 4(e), and according to Treasury Regulation Section 1.409A-3(i)(1)(iv), if Executive’s employment had not been terminated (group health coverage shall be provided by the Company’s payment of the monthly cost of coverage Executive elects pursuant to COBRA, or an equivalent amount for periods of coverage after the applicable COBRA period, at such time as the COBRA premiums would be due under such plan, and such premiums, including any premiums paid on Executive’s behalf beyond the COBRA period, will be imputed to Executive as income, as required by law; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive such benefits under another employer provided plan, the benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility (however, if Section 16(a) applies, then: (1) any taxable benefits provided to Executive under this subparagraph (ii) (with the exception of group health benefits) during the six month period following Executive’s termination shall be limited to the amount specified by Code Section 402(g)(l)(b) for the year of the termination; (2) Executive shall pay the Company for the costs of any benefits that exceed the amount specified in the prior clause during the six month period following Executive’s termination; and (3) the Company shall reimburse Executive for such costs during the seventh month after Executive’s termination).
(d) The foregoing notwithstanding, however, Executive shall not be entitled to receive any compensation the additional payments under Section 6 accruing after 6(b) or 6(c) unless Executive executes and delivers to the date Company the Company’s form of such termination, waiver and general release (substantially in the form attached hereto as Appendix C) within the time both specified in the release and so the Company can make payment to Executive on the dates provided above and within the time provided by Treasury Regulation Section 1.409A-1(b)(4) or any payment to otherwise comply with Code Section 409A.
(e) Executive shall not be entitled to the additional payments under Section 8(a) (other than Section 9).
(c) Nothing in Section 8(a6(b) or 8(b6(c) shall deprive if the Executive Board terminates Executive’s employment solely because of any rights, payments, benefits or service credit for benefits after termination of employment which were earned pursuant to any provision of this Agreement or any plan or practice of the Company on or prior to such termination including, without limitation, any pension or welfare benefits and any rights under a Material Adverse Change. The term “Material Adverse Change” means the Company's pension, deferred compensation ’s bankruptcy or stock option or other benefit plans and any legal fees and expenses payable pursuant to Section 17insolvency.
Appears in 1 contract
Sources: Employment Agreement (Superior Energy Services Inc)
Compensation on Termination. The parties recognize and agree that, if the Company terminates the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) ), or if, in connection with or following a Change in Control, the Executive's position is eliminated or the Executive is no longer the chief executive officer of the Company with all power, authority and responsibility normally attended to such office and consistent with his prior position, or if the Executive terminates the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), the actual damages to the Executive would be difficult if not impossible to ascertain and agree that the Executive's sole remedy shall be a right to receive amounts determined and paid in accordance with the provisions of this Section 8. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, nor shall any compensation earned by the Executive in other employment or otherwise reduce the amount of any payment provided for in this Section 8. Any severance pay will not be a condition to waiving any other right of the executive.
(a) If the Company shall terminate the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) ), or if, in connection with or following a Change in Control, the Executive's position is eliminated or the Executive is no longer the chief executive officer of the Company with all power, authority and responsibility normally attendant to such office and consistent with his prior position, or if the Executive shall terminate Terminate the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), then, as severance pay or liquidated damages or both:
(i) the The Company shall pay the Executive the Executive's full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, together with any other amounts payable to the Executive under Section 6 for periods prior to the Date of Termination and all outstanding stock options shall become immediately vested and exercisable;
(ii) the The Company shall pay the Executive a lump sum payment, on the tenth day after the Date of Termination, equal to 299% of (A) the Base Salary at the rate in effect as of the Date of Termination, plus (B) the average annual incentive award awarded to the Executive by the Company or any subsidiary of the Company for any of the five most recent fiscal years for which annual incentive award determinations were made before the Date of Termination, except as limited by applicable law; provided, however, that notwithstanding the foregoing, under no circumstances shall the Company pay the Executive a payment that would result in an "Excess Parachute Payment," as defined in Section 280G(b) of the Code; provided, further, that in the event any payment under this clause (ii) would constitute an Excess Parachute Payment, such payment shall be reduced to the extent necessary so that the payment does not constitute an Excess Parachute Payment; and
(iii) the The Company shall pay any amounts payable under Section 17, including three years of Company paid family medical coverage.
(b) If the Executive's employment terminates under any circumstance that does not entitle the Executive to payments under Section 8(a) (including a termination by reason of the death or Disability of the Executive, or by reason of the Company or the Executive electing not to extend or further extend the term of this Agreement pursuant to Section 3(b)), the Executive shall not be entitled to receive any compensation under Section 6 accruing after the date of such termination, or any payment under Section 8(a) (other than Section 9).
(c) Nothing in Section 8(a) or 8(b) shall deprive the Executive of any rights, payments, benefits or service credit for benefits after termination of employment which were earned pursuant to any provision of this Agreement or any plan or practice of the Company on or prior to such termination including, without limitation, any pension or welfare benefits and any rights under the Company's pension, deferred compensation or stock option or other benefit plans and any legal fees and expenses payable pursuant to Section 17.
Appears in 1 contract
Sources: Employment Agreement (Premier Mortgage Resources Inc)
Compensation on Termination. The parties recognize and agree that, if the Company terminates the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) hereof, or if the Executive terminates the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c)) hereof, the actual damages to the Executive would be difficult if not impossible to ascertain and agree that the Executive's sole remedy shall be a right to receive amounts determined and paid in accordance with the provisions of this Section 8. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, nor shall any compensation earned by the Executive in other employment or otherwise reduce the amount of any payment provided for in this Section 8.
(a) If the Company shall terminate the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) hereof, or if the Executive shall terminate the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c)) hereof, or if the Executive's employment shall terminate by reason of the Company electing not to extend or further extend the term of this Agreement pursuant to Section 3(b) hereof, then, as severance pay or liquidated damages or both:
(i) the Company shall pay to the Executive the Executive's full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is givengiven for a period of three (3) years from the Date of Termination, together with any other amounts payable to the Executive under Section 6 hereof for periods prior to the Date of Termination and all outstanding stock options (the Base Salary payable to the Executive after termination of employment under this Section 8(a)(i) shall become immediately vested and exercisablebe paid in 24 equal semi-monthly installments per year, in accordance with the Company's normal payroll cycle; provided, however, in the event that the Company changes its normal payroll cycle, such payment installments will be adjusted accordingly, but in no event will the Base Salary be paid less frequently than monthly);
(ii) the Company shall pay the Executive a lump sum payment, on the tenth day after the Date of Termination, equal to 299% of (A) the Base Salary at the rate in effect as of the Date of Termination, plus (B) the average annual incentive award awarded make any payments if and when due to the Executive by the Company or any subsidiary of the Company for any of the five most recent fiscal years for which annual incentive award determinations were made before the Date of Termination, except as limited by applicable law; provided, however, that notwithstanding the foregoing, under no circumstances shall the Company pay the Executive a payment that would result in an "Excess Parachute Payment," as defined in Section 280G(b6(c) of the Code; provided, further, that in the event any payment under this clause (ii) would constitute an Excess Parachute Payment, such payment shall be reduced to the extent necessary so that the payment does not constitute an Excess Parachute Paymenthereof; and
(iii) for a period of three (3) years from the Date of Termination, the Executive and his dependents and beneficiaries shall be entitled to receive health insurance from the Company shall pay any amounts payable under Section 17on substantially the same terms and conditions as the Executive's health insurance in effect at the time Notice of Termination is given.
(b) If the Executive's employment terminates under any circumstance that does not entitle the Executive to payments under Section 8(a) hereof (including a termination by reason of the death or Disability of the Executive, or by reason of the Company or the Executive electing not to extend or further extend the term of this Agreement pursuant to Section Sections 3(b)) and 7(d) hereof), the Executive (i) shall not be entitled to receive any compensation under Section 6 accruing after the date of such termination, or any payment under Section 8(a) termination (other than any payments due under Section 96(c) hereof).
, and (cii) Nothing shall be (x) subject to the Non-Competition Restrictions (as defined in Section 8(a9 hereof) or 8(bfor a period of three (3) shall deprive years from the Executive Date of any rights, payments, benefits or service credit Termination and (y) subject to the Non-Solicitation Restrictions (as defined in Section 9 hereof) for benefits after termination a period of employment which were earned pursuant to any provision eight (8) years from the Date of this Agreement or any plan or practice of the Company on or prior to such termination including, without limitation, any pension or welfare benefits and any rights under the Company's pension, deferred compensation or stock option or other benefit plans and any legal fees and expenses payable pursuant to Section 17Termination.
Appears in 1 contract
Sources: Employment Agreement (American Home Mortgage Investment Corp)
Compensation on Termination. The parties recognize and agree that, if the Company terminates the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) ), or if the Executive terminates the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), the actual damages to the Executive would be difficult if not impossible to ascertain and agree that the Executive's sole remedy shall be a right to receive amounts determined and paid in accordance with the provisions of this Section 8. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, nor shall any compensation earned by the Executive in other employment or otherwise reduce the amount of any payment provided for in this Section 8.
(a) If the Company shall terminate the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) ), or if the Executive shall terminate the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), then, as severance pay or liquidated damages or both:
(i) the Company shall pay the Executive a lump sum payment equal to the Executive's full Base Salary through the Date of Termination times three at the rate in effect at the time Notice of Termination is given, together with any other amounts payable to the Executive under Section 6 for periods prior to the Date of Termination and all outstanding stock options shall become immediately vested and exercisable;Termination; and
(ii) the Company shall pay the Executive a lump sum paymentmake any payments, on the tenth day after the Date of Terminationif and when, equal to 299% of (A) the Base Salary at the rate in effect as of the Date of Termination, plus (B) the average annual incentive award awarded due to the Executive by under the Company or any subsidiary of the Company for any of the five most recent fiscal years for which annual incentive award determinations were made before the Date of Termination, except as limited by applicable law; provided, however, that notwithstanding the foregoing, under no circumstances shall the Company pay the Executive a payment that would result in an "Excess Parachute Payment," as defined in Section 280G(b) of the Code; provided, further, that in the event any payment under this clause (ii) would constitute an Excess Parachute Payment, such payment shall be reduced to the extent necessary so that the payment does not constitute an Excess Parachute Payment; and
(iii) the Company shall pay any amounts payable under Section 17Merger Agreement.
(b) Notwithstanding anything herein to the contrary, if the Company shall terminate the Executive's employment during the term of this Agreement other than pursuant to Section 7(b), the Executive shall be subject to restrictions set forth in the Non-Competition Agreement until the earlier of two years from the Date of Termination or the expiration of the Non-Competition Period, unless grounds exist at such time that would permit the Executive to terminate his employment for Good Reason under Section 7(c), in which case the Executive shall only be subject to the restrictions in the Non-Competition Agreement until the earlier of nine months from the Date of Termination or the expiration of the Non-Competition Period.
(c) Notwithstanding anything herein to the contrary, if the Executive shall terminate the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c), the Executive shall be subject to restrictions set forth in the Non-Competition Agreement until the earlier of nine months from the Date of Termination or the expiration of the Non-Competition Period.
(d) If the Executive's employment terminates under any circumstance that does not entitle the Executive to payments under Section 8(a) (including a termination by reason of the death or Disability of the Executive, or by reason of the Company or the Executive electing not to extend or further extend the term of this Agreement pursuant to Section 3(b)), the Executive shall (i) not be entitled to receive any compensation under Section 6 accruing after the date Date of such terminationTermination, or any payment under Section 8(a2.4(f) of the Merger Agreement and (other than Section 9ii) be subject to the restrictions set forth in the Non-Competition Agreement until the expiration of the Non-Competition Period (as defined in the Non-Competition Agreement).
(c) Nothing in Section 8(a) ; provided, however, that if the termination is a result of the death or 8(b) shall deprive Disability of the Executive, the Executive of any rights, payments, benefits or service credit for benefits after termination of employment which shall be entitled to payments under the Merger Agreement as if the Executive were earned pursuant to any provision of this Agreement or any plan or practice still in the employ of the Company on or prior to such termination including, without limitation, any pension or welfare benefits and any rights under the Company's pension, deferred compensation or stock option or other benefit plans and any legal fees and expenses payable pursuant to Section 17.
Appears in 1 contract
Sources: Employment Agreement (American Home Mortgage Holdings Inc)
Compensation on Termination. The parties recognize and agree that, if the Company terminates the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) hereof, or if the Executive terminates the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c)) hereof, the actual damages to the Executive would be difficult if not impossible to ascertain and agree that the Executive's sole remedy shall be a right to receive amounts determined and paid in accordance with the provisions of this Section 8. The Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, nor shall any compensation earned by the Executive in other employment or otherwise reduce the amount of any payment provided for in this Section 8.
(a) If the Company shall terminate the Executive's employment during the term of this Agreement other than pursuant to Section 7(b) hereof, or if the Executive shall terminate the Executive's employment during the term of this Agreement for Good Reason pursuant to Section 7(c)) hereof, or if the Executive's employment shall terminate by reason of the Company electing not to extend or further extend the term of this Agreement pursuant to Section 3(b) hereof, then, as severance pay or liquidated damages or both:
(i) the Company shall pay to the Executive the Executive's full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is givengiven for a period of five (5) years from the Date of Termination, together with any other amounts payable to the Executive under Section 6 hereof for periods prior to the Date of Termination and all outstanding stock options (the Base Salary payable to the Executive after termination of employment under this Section 8(a)(i) shall become immediately vested and exercisablebe paid in 24 equal semi-monthly installments per year, in accordance with the Company's normal payroll cycle; provided, however, in the event that the Company changes its normal payroll cycle, such payment installments will be adjusted accordingly, but in no event will the Base Salary be paid less frequently than monthly);
(ii) the Company shall pay the Executive a lump sum payment, on the tenth day after the Date of Termination, equal to 299% of (A) the Base Salary at the rate in effect as of the Date of Termination, plus (B) the average annual incentive award awarded make any payments if and when due to the Executive by the Company or any subsidiary of the Company for any of the five most recent fiscal years for which annual incentive award determinations were made before the Date of Termination, except as limited by applicable law; provided, however, that notwithstanding the foregoing, under no circumstances shall the Company pay the Executive a payment that would result in an "Excess Parachute Payment," as defined in Section 280G(b6(c) of the Code; provided, further, that in the event any payment under this clause (ii) would constitute an Excess Parachute Payment, such payment shall be reduced to the extent necessary so that the payment does not constitute an Excess Parachute Paymenthereof; and
(iii) for a period of five (5) years from the Date of Termination, the Executive and his dependents and beneficiaries shall be entitled to receive health insurance from the Company shall pay any amounts payable under Section 17on substantially the same terms and conditions as the Executive's health insurance in effect at the time Notice of Termination is given.
(b) If the Executive's employment terminates under any circumstance that does not entitle the Executive to payments under Section 8(a) hereof (including a termination by reason of the death or Disability of the Executive, or by reason of the Company or the Executive electing not to extend or further extend the term of this Agreement pursuant to Section Sections 3(b)) and 7(d) hereof), the Executive (i) shall not be entitled to receive any compensation under Section 6 accruing after the date of such termination, or any payment under Section 8(a) termination (other than any payments due under Section 96(c) hereof).
, and (cii) Nothing shall be (x) subject to the Non-Competition Restrictions (as defined in Section 8(a9 hereof) or 8(bfor a period of three (3) shall deprive years from the Executive Date of any rights, payments, benefits or service credit Termination and (y) subject to the Non-Solicitation Restrictions (as defined in Section 9 hereof) for benefits after termination a period of employment which were earned pursuant to any provision eight (8) years from the Date of this Agreement or any plan or practice of the Company on or prior to such termination including, without limitation, any pension or welfare benefits and any rights under the Company's pension, deferred compensation or stock option or other benefit plans and any legal fees and expenses payable pursuant to Section 17Termination.
Appears in 1 contract
Sources: Employment Agreement (American Home Mortgage Investment Corp)