Compensation Upon Termination By the Company without Cause or By The Executive for Good Reason. If the Executive Separates from Service on account of an involuntary termination by the Company without Cause or a voluntary resignation for Good Reason, then subject to (i) the Executive signing and not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company (which separation agreement and release of claims will be provided by the Company to the Executive within five days following such Separation from Service and must be executed by the Executive and returned to the Company within 50 days following such Separation from Service) and (ii) Section 5: (a) the Executive will be entitled to Accrued Benefits, which shall be payable in accordance with subsection (e) below; (b) the Executive will be entitled to a lump sum payment equal to [for the CEO: 2.0x; for the other executives: 1.0x] the Executive’s Annual Compensation, which shall be payable in accordance with subsection (e) below; (c) the Executive will be entitled to a lump sum payment equal to 12 times the amount the Executive would pay on a monthly basis for COBRA continuation premiums (less required co-pay) if the Executive elected COBRA continuation coverage under the Company’s group insurance plans; (d) if more favorable to the Executive than the provisions of the applicable award agreements, all awards granted under the Plan due to vest following the date of Separation from Service shall immediately vest and, as applicable, become nonforfeitable and settle into shares of common stock of the Company within 10 days following such Separation from Service and if such awards are performance-based, the awards will vest at the higher of (A) target level performance or (B) actual performance from the date of grant to the Separation from Service date or, in the case of stock options or stock appreciation rights, remain outstanding and exercisable until the earlier of (X) one year following such Separation from Service and (Y) the expiration date of such stock options or stock appreciation rights; and (e) Subject to Section 20(ii) below, the payments described under this section shall be made in a lump sum on the 60th calendar day following the Separation from Service, provided that the separation agreement and release of claims referenced above must be effective and not revocable on the date payment is to be made in order to receive payments under this section.
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Compensation Upon Termination By the Company without Cause or By The Executive for Good Reason. If the Executive Separates from Service on account of an involuntary termination by the Company without Cause or a voluntary resignation for Good Reason, then subject to (i) the Executive signing and not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company (which separation agreement and release of claims will be provided by the Company to the Executive within five days following such Separation from Service and must be executed by the Executive and returned to the Company within 50 days following such Separation from Service) and (ii) Section 57:
(a) the Executive will be entitled to Accrued Benefits, which shall be payable in accordance with subsection (e) below;
(b) the Executive will be entitled to a lump sum payment equal to [for the CEO: 2.0x; for the other executives: 1.0x___] times the Executive’s Annual CompensationCompensation (or [___], if the Executive Separates from Service on account of an involuntary termination by the Company without Cause or a voluntary resignation for Good Reason within 12 months following a Change in Control), which shall be payable in accordance with subsection (ed) below;
(c) the Executive will be entitled to a lump sum payment equal to 12 times the amount the Executive would pay on a monthly basis for COBRA continuation premiums (less required co-pay) if the Executive elected COBRA continuation coverage under the Company’s group insurance plansplans for Executive and Executive’s then-covered dependents, if applicable;
(d) if more favorable the Company shall reimburse the Executive for the costs, fees and expenses of outplacement assistance services (not to exceed twenty thousand dollars ($20,000)) provided by any bona fide outplacement agency selected by the Executive, subject to the Executive than the provisions of the applicable award agreements, all awards granted under the Plan due to vest following the date of Separation from Service shall immediately vest and, as applicable, become nonforfeitable and settle into shares of common stock of Executive’s providing the Company within 10 days following such Separation from Service with substantiation and if such awards are performance-based, the awards will vest at the higher of (A) target level performance or (B) actual performance from the date of grant to the Separation from Service date or, in the case of stock options or stock appreciation rights, remain outstanding and exercisable until the earlier of (X) one year following such Separation from Service and (Y) the expiration date documentation of such stock options or stock appreciation rightsfees; and
(e) Subject to Section 20(ii22(ii) below, the payments described under this section shall be made in a lump sum on the 60th calendar day following the Separation from Service, provided that the separation agreement and release of claims referenced above must be effective and not revocable on the date payment is to be made in order to receive payments under this section.
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