Compensation Upon Change in Control. (i) If, within three years following a Change in Control, the employment of the Employee is terminated by the Employer other than for Disability or under circumstances described in section 5.4 above or if, within 180 days following a Change in Control, Employee terminates the employment pursuant to section 5.1 above or if the Employee terminates his employment for Good Reason (all subject to section 5 above), then Employer shall pay to the Employee as a lump sum on the fifth business day following his last day worked the amounts in clauses (a) through (d) below: (a) the Employee's full unpaid base salary accrued through the date of termination of this Agreement; (b) in lieu of any further salary payments for periods subsequent to the date of termination of this Agreement, payment of the Employee's monthly base salary at the time of the Change in Control plus any increases therein multiplied by 24; (c) in lieu of any future annual bonus payments (except as provided in clause (d) below) the average of the annual bonus paid to the Employee for the two years immediately preceding the Change in Control multiplied by two; and (d) a portion of the annual bonus for the year in which the termination of employment occurs, paid within 45 days after approval of the consolidated audited financial statements for that year by Employer's Board of Directors and by OIL's Board of Directors, with the amount thereof multiplied by a fraction, the numerator of which is the number of days in the year through the date of termination of employment and the denominator of which is 365, and any unpaid annual bonus for any completed year. (ii) If, within three years following a Change in Control, the Employer shall terminate the Employee's employment (other than for Disability or under circumstances described in section 5.4 above), or if, within 180 days following a Change in Control, Employee terminates the employment pursuant to section 5.1 above or if the Employee terminates his employment for Good Reason, the Employer shall maintain in full force and effect, for the Employee's continued benefit for a two year period after his last day worked, or until Employee obtains new employment, whichever is earlier, all employee health, accident, life insurance, disability and other employee welfare benefit plans, programs or arrangements (including pension accruals and loss of work capacity insurance payments to Employee's Managers' Insurance Policy) in which Employee was participating immediately prior to the date of the Change in Control plus all improvements therein subsequent thereto, provided that the continued participation of the Employee is not prohibited under the terms and provisions of such plans, programs and arrangements. In the event that the Employee's participation in any such plan, program or arrangement is prohibited, the Employer shall arrange to provide the Employee with benefits substantially similar to those that the Employee would have been entitled to receive under such plan, program or arrangement if he had remained a participant for such additional period. (iii) In the event the employment of the Employee is terminated by Employer other than for Disability and other than under circumstances described in section 5.4 above, and a Change in Control occurs within six months thereafter, the Employee shall then be entitled to compensation under this Section 6.2 reduced by any compensation previously received under Section 5.1.
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Compensation Upon Change in Control. (i) If, within three years following a Change in Control, the employment of the Employee is terminated by the Employer other than for Disability disability or under circumstances described in section 5.4 above Cause or if, within 180 days following a Change in Control, Employee terminates the employment pursuant to section 5.1 Section 6.3 above or Appendix 6.6 below or if the Employee terminates his employment for Good Reason (all subject to section 5 6 above), then Employer shall pay to the Employee as a lump sum on the fifth business day following his last day worked the amounts in clauses (a) through (de) below:
(a) the Employee's full unpaid base salary accrued through the date of termination of this Agreement;
(b) in lieu of any further salary payments for periods subsequent to the date of termination of this Agreement, payment of the Employee's monthly base salary at the time of the Change in Control plus any increases therein multiplied by 24;
(c) in lieu of any future annual bonus payments (except as provided in clause (de) below) the average of the annual bonus paid to the Employee for the two years immediately preceding the Change in Control multiplied by two;
(d) the amount of the annual matching contribution that would be made by the Employer to the Employee's Simple 401 (k) Plan assuming that the Employee elected the maximum contribution thereunder that could be made by the Employee, multiplied by two; and
(de) a portion of the annual bonus for the year in which the termination of employment occurs, paid within 45 days after approval of the consolidated audited financial statements for that year by the Employer's Board of Directors and by OIL's Board of Directors, with the amount thereof multiplied by a fraction, the numerator of which is the number of days in the year years through the date of termination of employment and the denominator of which is 365, and any unpaid annual bonus for any completed year.
(ii) If, within three years following a Change in Control, the Employer shall terminate the Employee's employment (other than for Disability disability or under circumstances described in section 5.4 abovefor Cause), or if, within 180 days following a Change in Control, Employee terminates the employment pursuant to section 5.1 Section 6.3 above or Appendix 6.6 below or if the Employee terminates his employment for Good Reason, the Employer shall maintain in full force and effect, for the Employee's continued benefit for a two year period after his last day worked, or until Employee obtains new employment, whichever is earlier, all employee health, accident, life insurance, disability and other employee welfare benefit plans, programs or arrangements (including pension accruals and loss of work capacity insurance payments to Employee's Managers' Insurance Policy, if active) in which Employee was participating immediately prior to the date of the Change in Control plus all improvements therein subsequent thereto, provided that the continued participation of the Employee is not prohibited under the terms and provisions of such plans, programs and arrangements. In the event that the Employee's participation in any such plan, program or arrangement is prohibited, the Employer shall arrange to provide the Employee with benefits substantially similar to those that the Employee would have been entitled to receive under such plan, program or arrangement if he had remained a participant for such additional period.
(iii) In the event the employment of the Employee is terminated by Employer other than for Disability and other than under circumstances described in section 5.4 above, pursuant to Section 6.1 and a Change in Control occurs within six months thereafter, the Employee shall then be entitled to compensation under this Section 6.2 7.2 reduced by any compensation previously received under Section 5.16.1.
Appears in 1 contract
Compensation Upon Change in Control. (i) If, within three years following a Change in Control, the employment of the Employee is terminated by the Employer other than for Disability or under circumstances described in section 5.4 above or if the Employee terminates her employment for Good Reason (all subject to section 5 above) or if, within 180 days following a Change in Control, Employee terminates the employment pursuant to section 5.1 above or if the Employee terminates his employment for Good Reason (all subject to section 5 above), then Employer shall pay to the Employee as a lump sum on the fifth business day following his Employee's last day worked the amounts in clauses (a) through (d) below:
(a) the Employee's full unpaid base salary accrued through the date of termination of this Agreement;
(b) in lieu of any further salary payments for periods subsequent to the date of termination of this Agreement, payment of the Employee's monthly base salary at the time of the Change in Control plus any increases therein multiplied by 24;
(c) in lieu of any future annual bonus payments (except as provided in clause (d) below) the average of the annual bonus paid to the Employee for the two years immediately preceding the Change in Control multiplied by two; and
(d) a portion of the annual bonus for the year in which the termination of employment occurs, paid within 45 days after approval of the consolidated audited financial statements for that year by Employer's Board of Directors and by OIL's Board of Directors, with the amount thereof multiplied by a fraction, the numerator of which is the number of days in the year through the date of termination of employment and the denominator of which is 365, and any unpaid annual bonus for any completed year.
(ii) If, within three years following a Change in Control, the Employer shall terminate the Employee's employment (other than for Disability or under circumstances described in section 5.4 above), ) or if, within 180 days following a Change in Control, Employee terminates the employment pursuant to section 5.1 above above, or if the Employee terminates his her employment for Good Reason, the Employer shall maintain in full force and effect, for the Employee's continued benefit for a two year period after his her last day worked, or until Employee obtains new employment, whichever is earlier, all employee health, accident, life insurance, disability and other employee welfare benefit plans, programs or arrangements (including pension accruals and loss of work capacity insurance payments to Employee's Managers' Insurance Policy) in which Employee was participating immediately prior to the date of the Change in Control plus all improvements therein subsequent thereto, provided that the continued participation of the Employee is not prohibited under the terms and provisions of such plans, programs and arrangements. In the event that the Employee's participation in any such plan, program or arrangement is prohibited, the Employer shall arrange to provide the Employee with benefits substantially similar to those that the Employee would have been entitled to receive under such plan, program or arrangement if he she had remained a participant for such additional period.
(iii) In the event the employment of the Employee is terminated by Employer other than for Disability and other than under circumstances described in section 5.4 above, and a Change in Control occurs within six months thereafter, the Employee shall then be entitled to compensation under this Section 6.2 reduced by any compensation previously received under Section 5.1.
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