Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary to the date of her death, plus her accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a). Upon the death of Executive, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder. (b) During any period that Executive fails to perform her duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her accrued and unpaid Base Salary and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. (c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. (d) If Executive terminates her employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and her accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive: (i) The Company shall pay Executive an amount equal one (1) times the sum of Executive's Base Salary in effect on the Date of Termination (the "Severance Amount"). The Severance Amount shall be paid out in accordance with the Company's standard payroll practices. Notwithstanding the foregoing, (i) if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement or (ii) if Executive obtains a "Comparable Position", as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. For purposes of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have no obligation to seek or accept a Comparable Position during the period over which the Severance Amount is being paid.
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Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her his death, the Company MPL shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company MPL or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary and accrued vacation to the date of her his death, plus her his accrued and unpaid statutory entitlements and incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). Upon the death of Executive, (i) Executive all stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage coverage, if any, substantially similar to coverage they received from MPL immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary and plus accrued vacationand accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) Termination all stock options granted to Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received from MPL prior to the Date of Termination, if any. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company MPL shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary and accrued vacation at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options granted on or after August 1, 2002 and held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company MPL without Cause as provided in Subparagraph 6(d), then the Company MPL shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary plus accrued vacation at the rate in effect at the time Notice of Termination is given and her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company MPL shall provide the following benefits to Executive:
(i) The Company MPL shall pay Executive an amount equal one (1) times the sum of (A) Executive's Base Salary in effect on the Date of Termination and (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by MPL within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in accordance with the CompanyMPL's standard payroll practicespractices in equal installments over 12 months following the Date of Termination. Notwithstanding the foregoing, (i) if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement or (ii) if Executive obtains a "Comparable Position", as defined herein, during the period over which the Severance Amount is being paidAgreement, then all further payments of the Severance Termination Amount shall immediately cease.
(ii) Upon the Date of Termination all stock options granted on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. For purposes All other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with MPL's then existing termination policies, MPL shall, for a period of this Agreement "Comparable Position" means a full one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received from MPL prior to the Date of Termination, if any. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(iv) In addition to any other benefits to which Executive may be entitled, at any time executive management position within 12 months following the Date of Termination, the Executive may notify the Company and MPL that he desires to be relocated to the United Kingdom. If Executive provides such notice to the Company and MPL, then the Company or MPL will either directly pay or reimburse the Executive for the actual cost of packing and moving his personal and household effects from Australia to the UK. In addition, air travel and accommodations, and incidental expenses while on route from Australia to the UK will be reimbursed by the Company or MPL in accordance with a similar scope of duties and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereofCompany policy. The Executive acknowledges that the Company, MPL and its related corporations and entities are not required to provide to Executive any form of employment or engagement with MPL and its related bodies corporate if Executive is relocated to the UK, unless the parties expressly agree otherwise.
(e) If Executive's employment is terminated by MPL for Cause as provided in Subparagraph 6(c), then MPL shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary and accrued unpaid statutory entitlements at the rate in effect at the time Notice of Termination is given. Thereafter, the Company and MPL shall have no obligation further obligations to seek Executive except as otherwise expressly provided under this Agreement. In addition, all stock options granted to Executive after August 1, 2002 and held by Executive as of the Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or accept a Comparable Position during the period over which remaining option term, if earlier, to exercise all such vested stock options. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Severance Amount is being paidTermination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to affect Executive's rights or the Company's or MPL's obligations relating to agreements or benefits that are unrelated to termination of employment.
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Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her his death, the Company shall, within ninety (90) days of deaththe Date of Termination, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary and accrued vacation to the date of her his death, plus her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). Upon the death Date of ExecutiveTermination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan Employee Benefit Plan shall also be paid in accordance with the terms of such plan or arrangementplan. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his Base Salary and other compensation and benefits provided hereunder. If Executive's employment is terminated by the Company pursuant to Paragraph 4(b), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary and plus accrued vacation, at the rate in effect at the time Notice of Termination is given, plus accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), until Executive's employment that is terminated due earned with respect to disability in accordance with Subparagraph 6(b) any financial period but which has not yet been authorized for payment by the Board of Directors or until Executive terminates her employment in accordance with Subparagraph 6(eany committee thereof which shall be paid if and when it is so authorized by the Board of Directors), whichever first occurs. Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any Employee Benefit Plan shall also be paid in accordance with the terms of such plan. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e4(e) (including where Executive provides notice to the Company under Paragraph 1 that he does not wish to extend the Period of Employment), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. Notwithstanding the foregoing, if the Company determines that the Executive is in breach of any of the provisions contained in Paragraph 7 of this Agreement or any of the provisions contained in Section 5.2 of the Purchase Agreement during the three (3) month period from the Date of Termination, then all stock options held by the Executive shall immediately terminate and be of no further force and effect.
(d) If Executive terminates her employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d4(d), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given given, and her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:
(i) The Company shall pay Executive an amount equal to one (1) times the sum of (A) the Executive's Base Salary in effect on the Date of Termination Termination, and (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Amount shall be paid out in accordance with the Company's standard payroll practices. Notwithstanding the foregoing, in the event that the Executive shall have been employed with the Company (inot to include the Executive's previous employment with AMSI, prior to the date of this Agreement) for less than five (5) fiscal years immediately prior to the year of termination, then in such case the Termination Amount shall be calculated as the average annual bonus or other variable cash compensation (including commissions) over the number of full fiscal years that Executive was employed by the Company prior to the year of termination. The Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in a lump sum within 30 days following the Date of Termination.
(ii) Upon the Date of Termination, all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall be canceled upon the Date of Termination in accordance with their terms. Notwithstanding the foregoing, if the Company determines that the Executive breaches is in breach of any of the provisions contained in Paragraphs 4 and 5 Paragraph 7 of this Agreement or any of the provisions contained in Section 5.2 of the Purchase Agreement during the twelve (ii12) month period from the Date of Termination, then all stock options held by the Executive shall immediately terminate and be of no further force and effect.
(iii) The Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any Employee Benefit Plan shall also be paid in accordance with the terms of such plan. Notwithstanding the foregoing, if the Company determines that the Executive obtains a "Comparable Position", as defined herein, is in breach of any of the provisions contained in Paragraph 7 of this Agreement or any of the provisions contained in Section 5.2 of the Purchase Agreement during the period over which the Severance Amount is payments are being paidmade pursuant to this Subparagraph 5(d)(iii), then all further payments of the Severance Amount under this Subparagraph 5(d)(iii) shall immediately cease.
(e) If Executive's employment is terminated by the Company for Cause as provided in Subparagraph 4(c), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given. For purposes Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all stock options held by Executive as of the Date of Termination shall cease to vest as of the Date of Termination and Executive shall have thirty (30) days from the Date of Termination or the remaining option term, if earlier, to exercise all such vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Date of Termination in accordance with their terms. Notwithstanding the foregoing, if the Company determines that the Executive is in breach of any of the provisions contained in Paragraph 7 of this Agreement "Comparable Position" means a full time executive management position with a similar scope or any of duties and responsibilities as that described the provisions contained in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Section 5.2 of the Purchase Agreement during the thirty (30) day period from the Date of Termination, then all stock options held by the Executive shall have immediately terminate and be of no obligation further force and effect.
(f) Nothing contained in the foregoing Subparagraphs 5(a) through 5(e) shall be construed so as to seek affect Executive's rights or accept a Comparable Position during the period over which the Severance Amount is being paidCompany's obligations relating to agreements or benefits that are unrelated to termination of employment.
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Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary Salary, plus accrued vacation, to the date of her his death, plus her accrued and unpaid incentive compensation the pro-rata portion (including any based on months worked during the fiscal year) of the actual cash bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a)the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which Executive’s death occurred. Upon the death of Executive, (i) all stock options granted to Executive on or after June 1, 2007, which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's ’s estate or other legal representatives and become exercisable, and Executive's ’s estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock granted to Executive on or after June 1, 2007 and held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Executive shall receive the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which the Date of Termination occurred and (i) all stock options granted to Executive on or after June 1, 2007, which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock granted to Executive on or after June 1, 2007 and held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given and her accrued and unpaid incentive compensation plus the pro-rata portion (including any based on months worked during the fiscal year) of the actual cash bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a)the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which termination occurred. In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, Company (the “Release”) within 21 days after receipt of the Release from the Company and the passage of the seven-day revocation period the Company shall provide the following benefits to Executive:
(i) The Company shall pay Executive an amount equal one (1) times the sum of (A) Executive's ’s Base Salary in effect on the Date of Termination and (B) the Executive’s average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance “Termination Amount"”). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in a lump sum within 30 days following effective date of the Release. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months and one day after the Executive’s separation from service, or (ii) the Executive’s death. Any such deferred payment shall earn interest calculated at the short-term applicable federal rate. On or before the Executive’s Date of Termination, the Company shall make an irrevocable contribution to a rabbi trust with an independent bank trustee in an amount equal to the amount of such deferred payment plus interest.
(ii) Upon the Date of Termination, (i) all stock options granted to Executive on or after June 1, 2007 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock granted to Executive on or after June 1, 2007 and held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's standard payroll practices’s then existing severance policies, the Company shall, for so long as the Executive, his spouse and beneficiaries remain eligible for continuation coverage under the law know as COBRA, but not for longer than one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive’s spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Notwithstanding In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(ie) if If Executive’s employment is terminated by the Company for Cause as provided in Subparagraph 6(c), then the Company shall, through the Date of Termination, pay Executive breaches any his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all stock options held by Executive as of the provisions contained in Paragraphs 4 and 5 Date of this Agreement or (ii) if Executive obtains a "Comparable Position", Termination shall cease to vest as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. For purposes Date of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties Termination and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have no obligation 30 days from the Date of Termination or the remaining option term, if earlier, to seek exercise all such vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to affect Executive’s rights or accept a Comparable Position during the period over which the Severance Amount is being paidCompany’s obligations relating to agreements or benefits that are unrelated to termination of employment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of her his death, the Company MPL shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company MPL or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary and accrued vacation to the date of her his death, plus her his accrued and unpaid incentive compensation statutory entitlements, plus the pro-rata portion (including any based on months worked during the fiscal year) of the actual cash bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a). the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which Executive’s death occurred.. Upon the death of Executive, Executive (i) all stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's ’s estate or other legal representatives and become exercisable, and Executive's ’s estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company MPL shall pay such health and dental insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health and dental insurance coverage coverage, if any, substantially similar to coverage they received from MPL immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s and MPL’s obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary and plus accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), vacation until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Executive shall receive the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which the Date of Termination occurred and (i) all stock options granted to Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company MPL shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received from MPL prior to the Date of Termination, if any. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company MPL shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary and accrued vacation at the rate in effect at the time Notice of Termination is given. Thereafter, neither MPL nor the Company shall have no any further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options granted on or after August 1, 2002 and held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company MPL without Cause as provided in Subparagraph 6(d), then the Company MPL shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary plus accrued vacation at the rate in effect at the time Notice of Termination is given and her accrued and unpaid incentive compensation plus the pro-rata portion (including any based on months worked during the fiscal year) of the actual cash bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a)the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which termination occurred. In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the CompanyMPL, the Company and MPL shall provide the following benefits to Executive:
(i) The Company MPL shall pay Executive an amount equal one (1) times the sum of (A) Executive's ’s Base Salary in effect on the Date of Termination and (B) the Executive’s average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance “Termination Amount"”). The Severance Termination Amount shall be calculated by MPL within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in a lump sum within 30 days following the Date of Termination. The Termination Amount shall include the payment of any required notice period as set forth in Subparagraph 6(d).
(ii) Upon the Date of Termination (i) all stock options granted on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with MPL’s then existing termination policies, MPL shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive’s spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received from MPL prior to the Date of Termination, if any. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the Company's standard payroll practices. Notwithstanding terms of such plan or arrangement.
(iv) In addition to any other benefits to which Executive may be entitled, at any time within 12 months following the foregoingDate of Termination, (i) if the Executive breaches any of may notify MPL that he desires to be relocated to the provisions contained in Paragraphs 4 and 5 of this Agreement or (ii) if United Kingdom. If Executive obtains a "Comparable Position", as defined herein, during the period over which the Severance Amount is being paidprovides such notice to MPL, then all further payments the Company or MPL will either directly pay or reimburse the Executive for the actual cost of packing and moving his personal and household effects from Australia to the Severance Amount shall immediately ceaseUK. For purposes of this Agreement "Comparable Position" means a full time executive management position In addition, air travel and accommodations, and incidental expenses while on route from Australia to the UK will be reimbursed by MPL in accordance with a similar scope of duties and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereofCompany policy. The Executive acknowledges that the Company, MPL and its related corporations and entities are not required to provide to Executive any form of employment or engagement if Executive is relocated to the UK, unless the parties expressly agree otherwise.
(e) If Executive’s employment is terminated by MPL for Cause as provided in Subparagraph 6(c), then MPL shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary and accrued unpaid statutory entitlements at the rate in effect at the time Notice of Termination is given. Thereafter, the Company and MPL shall have no obligation further obligations to seek Executive except as otherwise expressly provided under this Agreement. In addition, all stock options granted to Executive after August 1, 2002 and held by Executive as of the Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or accept a Comparable Position during the period over which remaining option term, if earlier, to exercise all such vested stock options. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Severance Amount is being paidTermination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to affect Executive’s rights or the Company’s or MPL’s obligations relating to agreements or benefits that are unrelated to termination of employment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary to the date of her his death, plus her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). Upon the death of Executive, (i) Executive all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage coverage, if any, substantially similar to coverage they received from the Company or MPL immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary and accrued and unpaid incentive compensation (including compensation,(including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), ) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors) until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) Termination all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received from the Company prior to the Date of Termination, if any.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:
(i) The Company shall pay Executive an amount equal one (1) times the sum of (A) the Executive's Base Salary in effect on the Date of Termination and (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in a lump sum within 30 days following the Date of Termination.
(ii) Upon the Date of Termination all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's standard payroll practices. Notwithstanding then existing severance policies, the foregoingCompany shall, for a period of one (i1) if year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received from the Company prior to the Date of Termination.
(iv) In addition to any other benefits to which Executive may be entitled, at any time within 12 months following the Date of Termination, the Executive breaches any of may notify the provisions contained in Paragraphs 4 and 5 of this Agreement or (ii) if Company that he desires to be relocated to Australia. If Executive obtains a "Comparable Position", as defined herein, during provides such notice to the period over which the Severance Amount is being paidCompany, then all further payments the Company will either directly pay or reimburse the Executive for the real estate commission actually paid upon the sale of his primary US residence, the Severance Amount shall immediately ceaseother closing costs associated with such sale, the reasonable travel and moving expenses necessary to relocate the Executive, his spouse, his family, his household goods and one vehicle to Australia. For purposes of this Agreement "Comparable Position" means a full time executive management position In addition, the Company will reimburse the Executive for any required stamp duty payable in Australia with a similar scope of duties and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereofrespect to such relocation. The Executive acknowledges that the Company, MPL and its related corporations and entities are not required to provide the Executive with any form of employment or engagement with MPL if Executive is relocated to Australia, unless the parties expressly agree otherwise.
(e) If Executive's employment is terminated by the Company for Cause as provided in Subparagraph 6(c), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no obligation further obligations to seek Executive except as otherwise expressly provided under this Agreement. In addition, all stock options held by Executive as of the Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or accept a Comparable Position during the period over which remaining option term, if earlier, to exercise all such vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Severance Amount is being paidTermination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of employment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary to the date of her his death, plus her accrued and unpaid incentive compensation the pro-rata portion (including any based on months worked during the fiscal year) of the actual cash bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a)the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which Executive’s death occurred. Upon the death of Executive, Executive (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's ’s estate or other legal representatives and become exercisable, and Executive's ’s estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health and dental insurance coverage coverage, if any, substantially similar to coverage they received from the Company or MPL immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a)Salary, until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Executive shall receive the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which the date of termination occurred and (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received from the Company prior to the Date of Termination, if any.
(c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and her accrued and unpaid incentive compensation plus the pro-rata portion (including any based on months worked during the fiscal year) of the actual cash bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a)the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which termination occurred. In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the CompanyCompany (the “Release”) within 21 days after receipt of the Release from the Company and the passage of the seven-day revocation period, , the Company shall provide the following benefits to Executive:
(i) The Company shall pay Executive an amount equal one (1) times the sum of (A) the Executive's ’s Base Salary in effect on the Date of Termination and (B) the Executive’s average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance “Termination Amount"”). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in a lump sum within 30 days following the Date of Termination. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months and one day after the Executive’s date of termination, or (ii) the Executive’s death. Any such deferred payment shall earn interest calculated at the short-term applicable federal rate. On or before the Executive’s Date of Termination, the Company shall make an irrevocable contribution to a rabbi trust with an independent bank trustee in an amount equal to the amount of such deferred payment plus interest.
(ii) Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's standard payroll practices. Notwithstanding ’s then existing severance policies, the foregoingCompany shall, for a period of one (i1) if year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive’s spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received from the Company prior to the Date of Termination.
(iv) In addition to any other benefits to which Executive may be entitled, at any time within 12 months following the Date of Termination, the Executive breaches any of may notify the provisions contained in Paragraphs 4 and 5 of this Agreement or (ii) if Company that he desires to be relocated to Australia. If Executive obtains a "Comparable Position", as defined herein, during provides such notice to the period over which the Severance Amount is being paidCompany, then all further payments the Company will either directly pay or reimburse the Executive for the real estate commission actually paid upon the sale of his primary US residence, the Severance Amount shall immediately ceaseother closing costs associated with such sale, the reasonable travel and moving expenses necessary to relocate the Executive, his spouse, his family, his household goods and one vehicle to Australia. For purposes of this Agreement "Comparable Position" means a full time executive management position In addition, the Company will reimburse the Executive for any required stamp duty payable in Australia with a similar scope of duties and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereofrespect to such relocation. The Executive acknowledges that the Company, MPL and its related corporations and entities are not required to provide the Executive with any form of employment or engagement with MPL if Executive is relocated to Australia, unless the parties expressly agree otherwise.
(e) If Executive’s employment is terminated by the Company for Cause as provided in Subparagraph 6(c), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no obligation further obligations to seek Executive except as otherwise expressly provided under this Agreement. In addition, all stock options held by Executive as of the Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or accept a Comparable Position during the period over which remaining option term, if earlier, to exercise all such vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Severance Amount is being paidTermination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to affect Executive’s rights or the Company’s obligations relating to agreements or benefits that are unrelated to termination of employment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary Salary, plus accrued vacation, to the date of her his death, plus her accrued and unpaid incentive compensation the pro-rata portion (including any based on months worked during the fiscal year) of the actual cash bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a)the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which Executive’s death occurred. Upon the death of Executive, (i) all stock options granted to Executive on or after November 1, 2007, which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's ’s estate or other legal representatives and become exercisable, and Executive's ’s estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock granted to Executive on or after November 1 , 2007 and held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Executive shall receive the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which the Date of Termination occurred and (i) all stock options granted to Executive on or after November 1, 2007, which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock granted to Executive on or after November 1, 2007 and held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given and her accrued and unpaid incentive compensation plus the pro-rata portion (including any based on months worked during the fiscal year) of the actual cash bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a)the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which termination occurred. In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, Company (the “Release”) within 21 days after receipt of the Release from the Company and the passage of the seven-day revocation period the Company shall provide the following benefits to Executive:
(i) The Company shall pay Executive an amount equal one (1) times the sum of (A) Executive's ’s Base Salary in effect on the Date of Termination and (B) the Executive’s average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance “Termination Amount"”). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in a lump sum within 30 days following effective date of the Release. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months and one day after the Executive’s separation from service, or (ii) the Executive’s death. Any such deferred payment shall earn interest calculated at the short-term applicable federal rate. On or before the Executive’s Date of Termination, the Company shall make an irrevocable contribution to a rabbi trust with an independent bank trustee in an amount equal to the amount of such deferred payment plus interest.
(ii) Upon the Date of Termination, (i) all stock options granted to Executive on or after November 1, 2007 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock granted to Executive on or after November 1, 2007 and held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's standard payroll practices’s then existing severance policies, the Company shall, for so long as the Executive, his spouse and beneficiaries remain eligible for continuation coverage under the law know as COBRA, but not for longer than one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive’s spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Notwithstanding In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(ie) if If Executive’s employment is terminated by the Company for Cause as provided in Subparagraph 6(c), then the Company shall, through the Date of Termination, pay Executive breaches any his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all stock options held by Executive as of the provisions contained in Paragraphs 4 and 5 Date of this Agreement or (ii) if Executive obtains a "Comparable Position", Termination shall cease to vest as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. For purposes Date of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties Termination and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have no obligation 30 days from the Date of Termination or the remaining option term, if earlier, to seek exercise all such vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to affect Executive’s rights or accept a Comparable Position during the period over which the Severance Amount is being paidCompany’s obligations relating to agreements or benefits that are unrelated to termination of employment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary and accrued vacation to the date of her his death, plus her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). Upon the death of Executive, (i) Executive all stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary and accrued vacation and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) Termination all stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary and accrued vacation at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options granted to Executive on or after August 1, 2002 and held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary and accrued vacation at the rate in effect at the time Notice of Termination is given and her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:
(i) The Company shall pay Executive an amount equal one (1) times the sum of ( A) Executive's Base Salary in effect on the Date of Termination and (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in accordance with the Company's standard payroll practicespractices in equal installments over 12 months following the Date of Termination. Notwithstanding the foregoing, (i) if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement or (ii) if Executive obtains a "Comparable Position", as defined herein, during the period over which the Severance Amount is being paidAgreement, then all further payments of the Severance Termination Amount shall immediately cease.
(ii) Upon the Date of Termination all stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. For purposes All other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of this Agreement "Comparable Position" means a full one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(iv) In addition to any other benefits to which Executive may be entitled, in the event that Executive is still resident in the United States at the time executive management position of termination, then, at any time within 12 months following the Date of Termination, the Executive may notify the Company and MPL that he desires to be relocated to Australia. If Executive provides such notice to the Company and MPL, then the Company or MPL will either directly pay or reimburse the Executive for the actual cost of packing and moving his personal and household effects from the United States to Australia. In addition, air travel and accommodations, and incidental expenses while on route from the United States to Australia will be reimbursed by the Company or MPL in accordance with a similar scope of duties and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereofCompany policy. The Executive acknowledges that the Company, MPL and its related corporations and entities are not required to provide to Executive any form of employment or engagement with MPL and its related bodies corporate if Executive is relocated to Australia, unless the parties expressly agree otherwise.
(e) If Executive's employment is terminated by the Company for Cause as provided in Subparagraph 6(c), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no obligation further obligations to seek Executive except as otherwise expressly provided under this Agreement. In addition, all stock options granted to Executive after August 1, 2002 and held by Executive as of the Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or accept a Comparable Position during the period over which remaining option term, if earlier, to exercise all such vested stock options. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Severance Amount is being paidTermination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of employment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary and accrued vacation to the date of her death, plus her accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors),. Upon the death of Executive, (i) all stock options granted to Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform her duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her accrued and unpaid Base Salary Salary, plus accrued vacation and accrued and unpaid incentive compensation compensation, (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) Termination all stock options granted to Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options granted to Executive on or after August 1, 2002 and held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given and her accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:
(i) The Company shall pay Executive an amount equal one (1) times the sum of (A) the Executive's Base Salary in effect on the Date of Termination and (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in accordance with the Company's standard payroll practices, in equal installments over 12 months following the Date of Termination. Notwithstanding the foregoing, (i) if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement or (ii) if Executive obtains a "Comparable Position", as defined herein, during the period over which the Severance Termination Amount is being paid, then all further payments of the Severance Termination Amount shall immediately cease. For purposes .
(ii) Upon the Date of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties Termination, all stock options granted to the Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and responsibilities as that described in Paragraph 2 hereof become exercisable, and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(e) If Executive's employment is terminated by the Company for Cause as provided in Subparagraph 6(c), then the Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no obligation further obligations to seek Executive except as otherwise expressly provided under this Agreement. In addition, all stock options held by Executive as of the Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or accept a Comparable Position during the period over which remaining option term, if earlier, to exercise all such vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Severance Amount is being paidTermination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of employment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary or, if applicable, her Adjusted Base Salary, to the date of her death, plus her accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a3(b). Upon the death of Executive, (i) all All unvested stock options which would otherwise vest over the next twelve (12) months and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve one (121) months year from the Date of Termination Termination, or the remaining option term, if earlier, to exercise all such the stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their termsoptions. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform her duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her accrued and unpaid Base Salary or, if applicable, her Adjusted Base Salary and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, payments under Subparagraph 3(a3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her employment in accordance with Subparagraph 6(e6(f), whichever first occurs. Upon All unvested stock options and stock-based grants shall immediately vest and become exercisable and Executive shall have one (1) year from the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such the stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their termsoptions. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive, Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7
(a) shall apply.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e6(f), then the Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary or, if applicable, her Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination Termination, has a vested interest, unless otherwise provided in such employee benefit plan or by the end of the option term, if earlier. All any agreement or other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their termsinstrument attendant thereto.
(d) If Executive terminates her employment for Good Reason as provided in Subparagraph 6(e6(f) or if Executive's employment is terminated by the Company without Cause as provided provides in Subparagraph 6(dsubparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary or, if applicable, her Adjusted Base-Salary at the rate in effect at the time Notice of Termination is given and her accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:,
(i) The the Company shall pay Executive an amount equal one (1) times the sum of Executive's Base Salary in effect , on the Date of Termination Termination, such additional amounts to which Executive may be entitled in accordance with the Company's then current severance policies (the "Severance Amount"). The Severance Amount , provided that, at a minimum, Executive shall be paid out entitled to receive an amount in accordance with a lump sum (the Company"Minimum Severance Amount") equal to the sum of Executive's standard payroll practicesAverage Base Salary and Average Incentive Compensation payable for a year and one-half or if termination of employment occurs within the first eighteen (18) months of the Commencement Date, the sum of Executive's Average Base Salary and Average Incentive Compensation payable for the remaining length of the original three-year term after the Date of Termination. For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or any of Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or any of Previous Employer. Notwithstanding the foregoing, (i) if in the event Executive breaches any of the provisions contained terminates her employment for Good Reason as provided in Paragraphs 4 and 5 of this Agreement or (ii) if Executive obtains a "Comparable Position"Subparagraph 6(f), as defined herein, during the period over which she shall be entitled to the Severance Amount is being paid, then all further payments or the Minimum Severance Amount only if she provides the Notice of Termination provided for in Subparagraph 6(g) within thirty (30) days after the occurrence of the Severance Amount shall immediately cease. For purposes event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have no obligation to seek or accept a Comparable Position during the period over which the Severance Amount is being paid.Subparagraph 6(f);
Appears in 1 contract
Sources: Executive Employment Agreement (Patriot American Hospitality Operating Co\de)
Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary to the date of her his death, plus her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)compensation, if any, under Subparagraph 3(a). Upon the death of Executive, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's ’s estate or other legal representatives and become exercisable, and Executive's ’s estate or other legal representatives shall have twelve (12) months 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)compensation, if any, under Subparagraph 3(a), until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, exercisable and Executive shall have twelve (12) months 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7(a) shall apply.
(c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive’s rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:,
(i) The the Company shall pay Executive an amount equal one to two (12) times the sum of Executive's ’s Average Base Salary in effect on the Date of Termination and his Average Incentive Compensation (the "“Severance Amount"”). The Severance Amount shall be paid out in accordance with substantially equal twice-monthly installments over twenty-four (24) months, in arrears. For purposes of this Agreement, “Average Base Salary” shall mean the Company's standard payroll practicesaverage of the annual Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, (i) if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement or (ii) if Executive obtains a "Comparable Position"Agreement, as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. For purposes of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties and responsibilities Furthermore, in the event Executive terminates his employment for Good Reason as that described provided in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive Subparagraph 6(e), he shall have no obligation be entitled to seek or accept a Comparable Position during the period over which the Severance Amount is being paid.only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D) and (E) of Subparagraph 6(e); and
Appears in 1 contract
Sources: Executive Employment Agreement (Circor International Inc)
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary or, if applicable, her Adjusted Base Salary, to the date of her death, plus her accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a3
(a). Upon the death of Executive, (i) all All unvested stock options which would otherwise vest over the next twelve (12) months and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve one (121) months year from the Date of Termination Termination, or the remaining option term, if earlier, to exercise all such the stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their termsoptions. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform her duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her accrued and unpaid Base Salary or, if applicable, her Adjusted Base Salary and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, payments under Subparagraph 3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her employment in accordance with Subparagraph 6(e6(f), whichever first occurs. Upon All unvested stock options and stock-based grants shall immediately vest and become exercisable and Executive shall have one (1) year from the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such the stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their termsoptions. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive, Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7
(a) shall apply.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e6(f), then the Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary or, if applicable, her Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination Termination, has a vested interest, unless otherwise provided in such employee benefit plan or by the end of the option term, if earlier. All any agreement or other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their termsinstrument attendant thereto.
(d) If Executive terminates her employment for Good Reason as provided in Subparagraph 6(e6(f) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d6(e), then the Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary or, if applicable, her Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and her accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), pro-rated for any partial year employment. In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, ,
(i) the Company shall provide the following benefits payments to Executive:
(i) The Company shall pay Executive in an amount equal one to the sum of (1A) times 50 percent of the sum of Executive's Base Salary in effect on or, if applicable, her Adjusted Base Salary and her Average Incentive Compensation and (B) the Date of Termination amount provided by the Company's then current severance policy (the "Severance Amount"). The Severance Amount shall be paid out in accordance with substantially equal quarterly installments, in advance, over a period equal to the sum of six months plus the salary continuation period provided by the Company's standard payroll practicesthen current severance policy; provided, however, that in the event Executive commences any employment during such period, the Company shall be entitled to set-off against the remaining Severance Amount the amount of any cash compensation received by Executive from the new employer. The amount payable in each quarter will not be subject to any set-off so long as Executive certifies in writing prior to each quarterly payment that she has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company and the Previous Employer. Notwithstanding the foregoing, (i) if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement or (ii) if Executive obtains a "Comparable Position"Agreement, as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. For purposes of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties and responsibilities Notwithstanding the foregoing, in the event Executive terminates her employment for Good Reason as that described provided in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive Subparagraph 6(f), she shall have no obligation be entitled to seek or accept a Comparable Position during the period over which the Severance Amount is being paid.only if she provides the Notice of Termination provided for in Subparagraph 6(g) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(f);
Appears in 1 contract
Sources: Executive Employment Agreement (Wyndham International Inc)
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary to the date of her his death, plus her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). Upon the death of Executive, (i) Executive all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage coverage, if any, substantially similar to coverage they received from the Company or MPL immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary and accrued and unpaid incentive compensation (including compensation,(including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), ) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors) until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) Termination all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received from the Company prior to the Date of Termination, if any.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:
(i) The Company shall pay Executive an amount equal one (1) times the sum of (A) the Executive's Base Salary in effect on the Date of Termination and (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in accordance with the Company's standard payroll practices, in equal installments over 12 months following the Date of Termination. Notwithstanding the foregoing, (i) if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement or (ii) if Executive obtains a "Comparable Position", as defined herein, during the period over which the Severance Termination Amount is being paid, then all further payments of the Severance Termination Amount shall immediately cease.
(ii) Upon the Date of Termination all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. For purposes All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of this Agreement "Comparable Position" means a full one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received from the Company prior to the Date of Termination.
(iv) In addition to any other benefits to which Executive may be entitled, at any time executive management position within 12 months following the Date of Termination, the Executive may notify the Company that he desires to be relocated to Australia. If Executive provides such notice to the Company, then the Company will either directly pay or reimburse the Executive for the real estate commission actually paid upon the sale of his primary US residence, the other closing costs associated with a similar scope of duties such sale, the reasonable travel and responsibilities as that described moving expenses necessary to relocate the Executive, his spouse, his family, his household goods and one vehicle to Australia. In addition, the Company will reimburse the Executive for any required stamp duty payable in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereofAustralia with respect to such relocation. The Executive acknowledges that the Company, MPL and its related corporations and entities are not required to provide the Executive with any form of employment or engagement with MPL if Executive is relocated to Australia, unless the parties expressly agree otherwise.
(e) If Executive's employment is terminated by the Company for Cause as provided in Subparagraph 6(c), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no obligation further obligations to seek Executive except as otherwise expressly provided under this Agreement. In addition, all stock options held by Executive as of the Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or accept a Comparable Position during the period over which remaining option term, if earlier, to exercise all such vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Severance Amount is being paidTermination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of employment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her his death, the Company Companies shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company Companies or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of her his death, plus her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a3(b). Upon the death of Executive, (i) all All unvested stock options which would otherwise vest over the next twelve (12) months and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve one (121) months year from the Date of Termination Termination, or the remaining option term, if earlier, to exercise all such the stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their termsoptions. For a period of one (1) year following the Date of Termination, the Company Companies shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's Companies' obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, payments under Subparagraph 3(a3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e6(f), whichever first occurs. Upon the Date of Termination, (i) all All unvested stock options which would otherwise vest over the next twelve (12) months and stock-based grants shall immediately vest and become exercisable, and Executive shall have twelve one (121) months year from the Date of Termination Termination, or the remaining option term, if earlier, to exercise all such the stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their termsoptions. For a period of one (1) year following the Date of Termination, the Company Companies shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive, Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7
(a) shall apply.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e6(f), then the Company Companies shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company Companies shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Companies in which Executive, at the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination Termination, has a vested interest, unless otherwise provided in such employee benefit plan or by the end of the option term, if earlier. All any agreement or other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their termsinstrument attendant thereto.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e6(f) or if Executive's employment is terminated by the Company Companies without Cause as provided in Subparagraph 6(d6(e), then the Company Companies shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:Companies,
(i) The Company the Companies shall pay provide payments to Executive in an amount equal one (1) times to the sum of Executive's Average Base Salary in effect on and his Average Incentive Compensation for a year and one-half or if termination of employment occurs within the first eighteen (18) months of the Commencement Date, the sum of Executive's Average Base Salary and Average Incentive Compensation payable for the remaining length of the original three-year term after the Date of Termination (the "Severance Amount"). The Severance Amount shall be paid out in accordance with substantially equal quarterly installments, in advance. For purposes of this Agreement, "Average Base Salary" shall mean the Company's standard payroll practicesaverage of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Companies. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Companies. Notwithstanding the foregoing, (i) if the Executive nonaccidentally breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement or (ii) if Executive obtains a "Comparable Position"Agreement, as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. For purposes of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties and responsibilities Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as that described provided in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive Subparagraph 6(f), he shall have no obligation be entitled to seek or accept a Comparable Position during the period over which the Severance Amount is being paid.only if he provides the Notice of Termination provided for in Subparagraph 6(g) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(f);
Appears in 1 contract
Sources: Executive Employment Agreement (Wyndham International Inc)
Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary Salary, plus accrued vacation, to the date of her his death, plus her accrued and unpaid incentive compensation the pro-rata portion (including any based on months worked during the fiscal year) of the actual cash bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a)the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which Executive’s death occurred. Upon the death of Executive, (i) all stock options granted to Executive on or after June 1, 2007, which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's ’s estate or other legal representatives and become exercisable, and Executive's ’s estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock granted to Executive on or after June 1, 2007 and held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Executive shall receive the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which the Date of Termination occurred and (i) all stock options granted to Executive on or after June 1, 2007, which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock granted to Executive on or after June 1, 2007 and held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given and her accrued and unpaid incentive compensation plus the pro-rata portion (including any based on months worked during the fiscal year) of the actual cash bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a)the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which termination occurred. In addition, subject to signing by Executive of a general release of claims (the “Release”) in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:
(i) The Company shall pay Executive an amount equal one (1) times the sum of (A) Executive's ’s Base Salary in effect on the Date of Termination and (B) the Executive’s average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance “Termination Amount"”). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in a lump sum within 30 days following effective date of the Release. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months and one day after the Executive’s separation from service, or (ii) the Executive’s death. Any such deferred payment shall earn interest calculated at the short-term applicable federal rate. On or before the Executive’s Date of Termination, the Company shall make an irrevocable contribution to a rabbi trust with an independent bank trustee in an amount equal to the amount of such deferred payment plus interest.
(ii) Upon the Date of Termination, (i) all stock options granted to Executive on or after June 1, 2007 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock granted to Executive on or after June 1, 2007 and held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's standard payroll practices’s then existing severance policies, the Company shall, for so long as the Executive, his spouse and beneficiaries remain eligible for continuation coverage under the law know as COBRA, but not for longer than one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive’s spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Notwithstanding In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(ie) if If Executive’s employment is terminated by the Company for Cause as provided in Subparagraph 6(c), then the Company shall, through the Date of Termination, pay Executive breaches any his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all stock options held by Executive as of the provisions contained in Paragraphs 4 and 5 Date of this Agreement or (ii) if Executive obtains a "Comparable Position", Termination shall cease to vest as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. For purposes Date of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties Termination and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have no obligation 30 days from the Date of Termination or the remaining option term, if earlier, to seek exercise all such vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to affect Executive’s rights or accept a Comparable Position during the period over which the Severance Amount is being paidCompany’s obligations relating to agreements or benefits that are unrelated to termination of employment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary Salary, plus accrued vacation, to the date of her his death, plus her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors)). Upon the death of Executive, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's ’s estate or other legal representatives and become exercisable, and Executive's ’s estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary Salary, plus accrued vacation, and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given and her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:
(i) The Company shall pay Executive an amount equal one (1) times the sum of (A) Executive's ’s Base Salary in effect on the Date of Termination and (B) the Executive’s average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance “Termination Amount"”). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in accordance with the Company's ’s standard payroll practicespractices in equal installments over 12 months following the Date of Termination. Notwithstanding the foregoing, (i) if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement or (ii) if Executive obtains a "Comparable Position", as defined herein, during the period over which the Severance Amount is being paidAgreement, then all further payments of the Severance Termination Amount shall immediately cease. For purposes .
(ii) Upon the Date of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and responsibilities as that described in Paragraph 2 hereof become exercisable, and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company’s then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive’s spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(e) If Executive’s employment is terminated by the Company for Cause as provided in Subparagraph 6(c), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no obligation further obligations to seek Executive except as otherwise expressly provided under this Agreement. In addition, all stock options held by Executive as of the Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or accept a Comparable Position during the period over which remaining option term, if earlier, to exercise all such vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Severance Amount is being paidTermination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to affect Executive’s rights or the Company’s obligations relating to agreements or benefits that are unrelated to termination of employment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of her his death, plus her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a3(b). Upon the death of Executive, (i) all All unvested stock options which would otherwise vest over the next twelve (12) months and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve one (121) months year from the Date of Termination Termination, or the remaining option term, if earlier, to exercise all such the stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their termsoptions. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, payments under Subparagraph 3(a3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e6(f), whichever first occurs. Upon All unvested stock options and stock-based grants shall immediately vest and become exercisable and Executive shall have one (1) year from the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such the stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their termsoptions. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive, Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7
(a) shall apply.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e6(f), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination Termination, has a vested interest, unless otherwise provided in such employee benefit plan or by the end of the option term, if earlier. All any agreement or other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their termsinstrument attendant thereto.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e6(f) or if Executive's employment is terminated by the Company without Cause as provided provides in Subparagraph 6(dsubparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:,
(i) The the Company shall pay Executive an amount equal one (1) times the sum of Executive's Base Salary in effect , on the Date of Termination Termination, such additional amounts to which Executive may be entitled in accordance with the Company's then current severance policies (the "Severance Amount"). The Severance Amount , provided that, at a minimum, Executive shall be paid out entitled to receive an amount in accordance with a lump sum (the Company"Minimum Severance Amount") equal to the sum of Executive's standard payroll practices. Notwithstanding Average Base Salary and Average Incentive Compensation payable for twenty-four (24) months or the foregoing, (i) if sum of Executive's Average Base Salary and Average Incentive Compensation payable for the Executive breaches any remaining length of the provisions contained in Paragraphs 4 and 5 original three-year term after the Date of this Agreement or (ii) if Executive obtains a "Comparable Position"Termination, as defined herein, during the period over which the Severance Amount whichever is being paid, then all further payments of the Severance Amount shall immediately ceasegreater. For purposes of this Agreement Agreement, "Comparable PositionAverage Base Salary" means a full time executive management position with a similar scope shall mean the average of duties and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive shall have no obligation to seek or accept a Comparable Position during for each of the period over which the Severance Amount is being paid.three (3) immediately preceding fiscal years or
Appears in 1 contract
Sources: Executive Employment Agreement (Wyndham International Inc)
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary Salary, plus accrued vacation, to the date of her his death, plus her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors)). Upon the death of Executive, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary Salary, plus accrued vacation, and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given and her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:
(i) The Company shall pay Executive an amount equal one (1) times the sum of (A) Executive's Base Salary in effect on the Date of Termination and (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in a lump sum within 30 days following the Date of Termination.
(ii) Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's standard payroll practicesthen existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Notwithstanding In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(ie) if If Executive's employment is terminated by the Company for Cause as provided in Subparagraph 6(c), then the Company shall, through the Date of Termination, pay Executive breaches any his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all stock options held by Executive as of the provisions contained in Paragraphs 4 and 5 Date of this Agreement or (ii) if Executive obtains a "Comparable Position", Termination shall cease to vest as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. For purposes Date of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties Termination and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have no obligation 30 days from the Date of Termination or the remaining option term, if earlier, to seek exercise all such vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to affect Executive's rights or accept a Comparable Position during the period over which the Severance Amount is being paidCompany's obligations relating to agreements or benefits that are unrelated to termination of employment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (aA) If Executive's employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary to the date of her his death, plus her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)compensation, if any, under Subparagraph 3(a). Upon the death of Executive, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(bB) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)compensation, if any, under Subparagraph 3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, exercisable and Executive shall have twelve (12) months 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Terminationhealth
(a) shall apply.
(cC) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(dD) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:,
(i) The the Company shall pay Executive an amount equal one to two (12) times the sum of Executive's Average Base Salary in effect on the Date of Termination and his Average Incentive Compensation (the "Severance Amount"). The Severance Amount shall be paid out in accordance with substantially equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean the Company's standard payroll practicesaverage of the annual Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, (i) if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement or (ii) if Executive obtains a "Comparable Position"Agreement, as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. For purposes of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties and responsibilities Furthermore, in the event Executive terminates his employment for Good Reason as that described provided in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive Subparagraph 6(e), he shall have no obligation be entitled to seek or accept a Comparable Position during the period over which the Severance Amount is being paid.only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D) and (E) of Subparagraph 6(e); and
Appears in 1 contract
Sources: Executive Employment Agreement (Circor International Inc)
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of her his death, plus her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a3(b). Upon the death of Executive, (i) all All unvested stock options which would otherwise vest over the next twelve (12) months and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve one (121) months year from the Date of Termination Termination, or the remaining option term, if earlier, to exercise all such the stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their termsoptions. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid incentive compensation and
(including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(ba) or until Executive terminates her employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Terminationapply.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e6(f), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination Termination, has a vested interest, unless otherwise provided in such employee benefit plan or by the end of the option term, if earlier. All any agreement or other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their termsinstrument attendant thereto.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e6(f) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d6(e), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary or, if applicable, his Adjusted Base-Salary at the rate in effect at the time Notice of Termination is given and her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a3(b). In addition, subject to signing by Executive of a general release of claims (other than continuing rights under this Agreement) in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:,
(i) The the Company shall pay Executive an amount continue Executive's compensation at a rate equal one (1) times to the sum of Executive's Average Base Salary in effect on and Average Incentive Compensation for the Date remaining term of Termination the Agreement (but not less than eighteen (18) months) (the "Minimum Severance Amount") or such longer period provided by the Company's then current severance polices (the "Severance Amount"); provided, however, that in the event Executive commences any employment during the period of salary continuation, the Company shall be entitled to set-off against the remaining amount of salary continuation by the amount of any cash compensation received by Executive from the new employer. Such salary continuation shall be payable in equal installments, in advance, on a quarterly basis. The Severance Amount shall amount payable in each quarter will not be paid out subject to any set-off so long as Executive certifies in accordance writing prior to each quarterly payment that he has not accepted employment with the Company's standard payroll practicesa new employer (including, without limitation, contract and consulting engagements). Notwithstanding the foregoing, (i) if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement or (ii) if Executive obtains a "Comparable Position", as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. For purposes of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have no obligation to seek or accept a Comparable Position during the period over which the Severance Amount is being paid.if
Appears in 1 contract
Sources: Executive Employment Agreement (Wyndham International Inc)
Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of her his death, the Company MPL shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company MPL or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary and accrued vacation to the date of her his death, plus her his accrued and unpaid incentive compensation statutory entitlements , plus the pro-rata portion (including any based on months worked during the fiscal year) of the actual cash bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a). the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which Executive’s death occurred.. Upon the death of Executive, Executive (i) all stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's ’s estate or other legal representatives and become exercisable, and Executive's ’s estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company MPL shall pay such health and dental insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s and MPL’s obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Executive shall receive the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which the Date of Termination occurred and (i) all stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company MPL shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company MPL shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary and accrued vacation at the rate in effect at the time Notice of Termination is given. Thereafter, neither MPL or the Company shall have no any further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options granted to Executive on or after August 1, 2002 and held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company MPL without Cause as provided in Subparagraph 6(d), then the Company MPL shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary and accrued vacation at the rate in effect at the time Notice of Termination is given and her accrued and unpaid incentive compensation plus the pro-rata portion (including any based on months worked during the fiscal year) of the actual cash bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a)the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which termination occurred. In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the CompanyMPL, the Company MPL shall provide the following benefits to Executive:
(i) The Company MPL shall pay Executive an amount equal one (1) times the sum of ( A) Executive's ’s Base Salary in effect on the Date of Termination and (B) the Executive’s average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance “Termination Amount"”). The Severance Termination Amount shall be calculated by MPL within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in a lump sum within 30 days following the Date of Termination. The Termination Amount shall include the payment of any required notice period as set forth in Subparagraph 6(d).
(ii) Upon the Date of Termination (i) all stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with MPL’s then existing termination policies, MPL shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive’s spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the Company's standard payroll practicesterms of such plan or arrangement.
(e) If Executive’s employment is terminated by MPL for Cause as provided in Subparagraph 6(c), then MPL shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Notwithstanding Thereafter, the foregoingCompany and MPL shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, (i) if the all stock options granted to Executive breaches any after August 1, 2002 and held by Executive as of the provisions contained in Paragraphs 4 and 5 Date of this Agreement or (ii) if Executive obtains a "Comparable Position", Termination shall cease to vest as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. For purposes Date of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties Termination and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have no obligation 30 days from the Date of Termination or the remaining option term, if earlier, to seek exercise all such vested stock options. All other stock-based grants and awards held by Executive shall vest or accept a Comparable Position during be canceled upon the period over which Termination Date in accordance with their terms.
(f) Nothing contained in the Severance Amount is being paidforegoing Subparagraphs 7(a) through 7(e) shall be construed so as to affect Executive’s rights or the Company’s or MPL’s obligations relating to agreements or benefits that are unrelated to termination of employment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary Salary, plus accrued vacation, to the date of her his death, plus her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors)). Upon the death of Executive, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary Salary, plus accrued vacation, and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and her accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:
(i) The Company shall pay Executive an amount equal one (1) times the sum of Executive's Base Salary in effect on the Date of Termination (the "Severance Amount"). The Severance Amount shall be paid out in accordance with the Company's standard payroll practices. Notwithstanding the foregoing, (i) if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement or (ii) if Executive obtains a "Comparable Position", as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. For purposes of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have no obligation to seek or accept a Comparable Position during the period over which the Severance Amount is being paid.is
Appears in 1 contract
Compensation Upon Termination or During Disability. (aA) If Executive's employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary to the date of her his death, plus her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)compensation, if any, under Subparagraph 3(a). Upon the death of Executive, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(bB) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)compensation, if any, under Subparagraph 3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, exercisable and Executive shall have twelve (12) months 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and her accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:
(i) The Company shall pay Executive an amount equal one (1) times the sum of Executive's Base Salary in effect on the Date of Termination (the "Severance Amount"). The Severance Amount shall be paid out in accordance with the Company's standard payroll practices. Notwithstanding the foregoing, (i) if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement or (ii) if Executive obtains a "Comparable Position", as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. For purposes of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have no obligation to seek or accept a Comparable Position during the period over which the Severance Amount is being paid.of
Appears in 1 contract
Sources: Executive Employment Agreement (Circor International Inc)
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary plus accrued vacation to the date of her his death, plus her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a)) that is earned with respect to any financial period but which has not been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors) . Upon the death of Executive, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary plus accrued vacation and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a)) that is earned with respect to any financial period but which has not been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors) , until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given and her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:
(i) The Company shall pay Executive an amount equal to one (1) times the sum of (A) Executive's Base Salary in effect on the Date of Termination and (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in accordance with the Company's standard payroll practicespractices in equal installments over 12 months following the Date of Termination. Notwithstanding the foregoing, (i) if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement or (ii) if Executive obtains a "Comparable Position", as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. For purposes .
(ii) Upon the Date of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and responsibilities as that described in Paragraph 2 hereof become exercisable, and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(e) If Executive's employment is terminated by the Company for Cause as provided in Subparagraph 6(c), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no obligation further obligations to seek Executive except as otherwise expressly provided under this Agreement. In addition, all stock options held by Executive as of the Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or accept a Comparable Position during the period over which remaining option term, if earlier, to exercise all such vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Severance Amount is being paidTermination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of employment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's ’s employment terminates by reason of her death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's ’s estate, Executive's ’s accrued and unpaid Base Salary and accrued vacation to the date of her death, plus her accrued and unpaid incentive compensation the pro-rata portion (including any based on months worked during the fiscal year) of the actual cash bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a). the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which Executive’s death occurred.. Upon the death of Executive, (i) all stock options granted to Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's ’s estate or other legal representatives and become exercisable, and Executive's ’s estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. .. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's ’s spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's ’s obligations hereunder.
(b) During any period that Executive fails to perform her duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her accrued and unpaid Base Salary and Salary, plus accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), vacation until Executive's ’s employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, Termination Executive shall receive the pro-rata portion (based on months worked during the fiscal year) of the actual cash bonus that the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which the date of termination occurred and (i) all stock options granted to Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's ’s spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(c) If Executive's ’s employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options granted to Executive on or after August 1, 2002 and held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her employment for Good Reason as provided in Subparagraph 6(e) or if Executive's ’s employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given and her accrued and unpaid incentive compensation plus the pro-rata portion (including any based on months worked during the fiscal year) of the actual cash bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a)the Executive would have received had the Company met all of the “at plan” targets in the annual bonus plan that has been approved by the Board of Directors for the fiscal year in which termination occurred. In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the CompanyCompany (the “Release”) within 21 days after receipt of the Release from the Company and the passage of the seven-day revocation period, the Company shall provide the following benefits to Executive:
(i) The Company shall pay Executive an amount equal one (1) times the sum of (A) the Executive's ’s Base Salary in effect on the Date of Termination and (B) the Executive’s average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance “Termination Amount"”). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in a lump sum within 30 days of the Date of Termination. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months and one day after the Executive’s date of termination, or (ii) the Executive’s death. Any such deferred payment shall earn interest calculated at the short-term applicable federal rate. On or before the Executive’s Date of Termination, the Company shall make an irrevocable contribution to a rabbi trust with an independent bank trustee in an amount equal to the amount of such deferred payment plus interest.
(ii) Upon the Date of Termination, all stock options granted to the Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's standard payroll practices’s then existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive’s spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Notwithstanding In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(ie) if If Executive’s employment is terminated by the Company for Cause as provided in Subparagraph 6(c), then the Company shall, through the Date of Termination, pay Executive breaches any her accrued and unpaid Base Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all stock options held by Executive as of the provisions contained in Paragraphs 4 and 5 Date of this Agreement or (ii) if Executive obtains a "Comparable Position", Termination shall cease to vest as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. For purposes Date of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties Termination and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have no obligation 30 days from the Date of Termination or the remaining option term, if earlier, to seek exercise all such vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to affect Executive’s rights or accept a Comparable Position during the period over which the Severance Amount is being paidCompany’s obligations relating to agreements or benefits that are unrelated to termination of employment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary and accrued vacation to the date of her death, plus her accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors),. Upon the death of Executive, (i) all stock options granted to Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform her duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her accrued and unpaid Base Salary Salary, plus accrued vacation and accrued and unpaid incentive compensation compensation, (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) Termination all stock options granted to Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options granted to Executive on or after August 1, 2002 and held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her accrued and unpaid Base Salary plus accrued vacation, at the rate in effect at the time Notice of Termination is given and her accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a), that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:
(i) The Company shall pay Executive an amount equal one (1) times the sum of (A) the Executive's Base Salary in effect on the Date of Termination and (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in a lump sum within 30 days of the Date of Termination.
(ii) Upon the Date of Termination, all stock options granted to the Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's standard payroll practicesthen existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Notwithstanding In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(ie) if If Executive's employment is terminated by the Company for Cause as provided in Subparagraph 6(c), then the Company shall, through the Date of Termination, pay Executive breaches any her accrued and unpaid Base Salary, plus accrued vacation, at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all stock options held by Executive as of the provisions contained in Paragraphs 4 and 5 Date of this Agreement or (ii) if Executive obtains a "Comparable Position", Termination shall cease to vest as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. For purposes Date of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties Termination and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have no obligation 30 days from the Date of Termination or the remaining option term, if earlier, to seek exercise all such vested stock options. All other stock-based grants and awards held by Executive shall be canceled upon the Termination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to affect Executive's rights or accept a Comparable Position during the period over which the Severance Amount is being paidCompany's obligations relating to agreements or benefits that are unrelated to termination of employment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of her his death, plus her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a3(b). Upon the death of Executive, (i) all All unvested stock options which would otherwise vest over the next twelve (12) months and stock-based grants shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve one (121) months year from the Date of Termination Termination, or the remaining option term, if earlier, to exercise all such the stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their termsoptions. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, payments under Subparagraph 3(a3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e6(f), whichever first occurs. Upon All unvested stock options and stock-based grants shall immediately vest and become exercisable and Executive shall have one (1) year from the Date of Termination, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such the stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their termsoptions. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive, Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7
(a) shall apply.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e6(f), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination Termination, has a vested interest, unless otherwise provided in such employee benefit plan or by the end of the option term, if earlier. All any agreement or other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their termsinstrument attendant thereto.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e6(f) or if Executive's employment is terminated by the Company without Cause as provided provides in Subparagraph 6(dsubparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary or, if applicable, his Adjusted Base-Salary at the rate in effect at the time Notice of Termination is given and her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized), if any, under Subparagraph 3(a3(b). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:,
(i) The the Company shall pay Executive an amount equal one (1) times the sum of Executive's Base Salary in effect , on the Date of Termination Termination, such additional amounts to which Executive may be entitled in accordance with the Company's then current severance policies (the "Severance Amount"). The Severance Amount , provided that, at a minimum, Executive shall be paid out entitled to receive an amount in accordance with a lump sum (the Company"Minimum Severance Amount") equal to the sum of Executive's standard payroll practicesAverage Base Salary and Average Incentive Compensation payable for a year and one-half or if termination of employment occurs within the first eighteen (18) months of the Commencement Date, the sum of Executive's Average Base Salary and Average Incentive Compensation payable for the remaining length of the original three-year term after the Date of Termination. For purposes of this Agreement, "Average Base Salary" shall mean the average of the annual Base Salary or, if applicable, Adjusted Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or any of Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or any of Previous Employer. Notwithstanding the foregoing, (i) if in the event Executive breaches any of the provisions contained terminates his employment for Good Reason as provided in Paragraphs 4 and 5 of this Agreement or (ii) if Executive obtains a "Comparable Position"Subparagraph 6(f), as defined herein, during the period over which he shall be entitled to the Severance Amount is being paid, then all further payments or the Minimum Severance Amount only if he provides the Notice of Termination provided for in Subparagraph 6(g) within thirty (30) days after the occurrence of the Severance Amount shall immediately cease. For purposes event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive shall have no obligation to seek or accept a Comparable Position during the period over which the Severance Amount is being paid.Subparagraph 6(f);
Appears in 1 contract
Sources: Executive Employment Agreement (Patriot American Hospitality Operating Co\de)
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her his death, the Company MPL shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company MPL or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary and accrued vacation to the date of her his death, plus her his accrued and unpaid statutory entitlements and incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). Upon the death of Executive, (i) Executive all stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage coverage, if any, substantially similar to coverage they received from MPL immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary plus accrued vacation and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) Termination all stock options granted to Executive on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received from MPL prior to the Date of Termination, if any. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company MPL shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary and accrued vacation at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options granted on or after August 1, 2002 and held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company MPL without Cause as provided in Subparagraph 6(d), then the Company MPL shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary plus accrued vacation at the rate in effect at the time Notice of Termination is given and her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company MPL shall provide the following benefits to Executive:
(i) The Company MPL shall pay Executive an amount equal one (1) times the sum of (A) Executive's Base Salary in effect on the Date of Termination and (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by MPL within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in a lump sum within 30 days following the Date of Termination
(ii) Upon the Date of Termination all stock options granted on or after August 1, 2002 which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with MPL's then existing termination policies, MPL shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received from MPL prior to the Date of Termination, if any. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the Company's standard payroll practices. Notwithstanding terms of such plan or arrangement.
(iv) In addition to any other benefits to which Executive may be entitled, at any time within 12 months following the foregoingDate of Termination, (i) if the Executive breaches any of may notify the provisions contained in Paragraphs 4 Company and 5 of this Agreement or (ii) if MPL that he desires to be relocated to the United Kingdom. If Executive obtains a "Comparable Position", as defined herein, during provides such notice to the period over which the Severance Amount is being paidCompany and MPL, then all further payments the Company or MPL will either directly pay or reimburse the Executive for the actual cost of packing and moving his personal and household effects from Australia to the Severance Amount shall immediately ceaseUK. For purposes of this Agreement "Comparable Position" means a full time executive management position In addition, air travel and accommodations, and incidental expenses while on route from Australia to the UK will be reimbursed by the Company or MPL in accordance with a similar scope of duties and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereofCompany policy. The Executive acknowledges that the Company, MPL and its related corporations and entities are not required to provide to Executive any form of employment or engagement with MPL and its related bodies corporate if Executive is relocated to the UK, unless the parties expressly agree otherwise.
(e) If Executive's employment is terminated by MPL for Cause as provided in Subparagraph 6(c), then MPL shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary and accrued unpaid statutory entitlements at the rate in effect at the time Notice of Termination is given. Thereafter, the Company and MPL shall have no obligation further obligations to seek Executive except as otherwise expressly provided under this Agreement. In addition, all stock options granted to Executive after August 1, 2002 and held by Executive as of the Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or accept a Comparable Position during the period over which remaining option term, if earlier, to exercise all such vested stock options. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Severance Amount is being paidTermination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to affect Executive's rights or the Company's or MPL's obligations relating to agreements or benefits that are unrelated to termination of employment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary and accrued vacation to the date of her his death, plus her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). Upon the death of Executive, (i) Executive all stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary and accrued vacation and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) Termination all stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary and accrued vacation at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options granted to Executive on or after August 1, 2002 and held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary and accrued vacation at the rate in effect at the time Notice of Termination is given and her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)payment, if any, under Subparagraph 3(a) that is earned with respect to any financial period but which has not yet been authorized for payment by the Board of Directors or any committee thereof, which shall be paid if and when it is so authorized by the Board of Directors). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:
(i) The Company shall pay Executive an amount equal one (1) times the sum of ( A) Executive's Base Salary in effect on the Date of Termination and (B) the Executive's average annual bonus or other variable cash compensation (including commissions) over the five (5) fiscal years immediately prior to the year of termination (the "Severance Termination Amount"). The Severance Termination Amount shall be calculated by the Company within ten (10) business days following the Date of Termination and communicated to the Executive in writing and shall then be paid out in a lump sum within 30 days following the Date of Termination.
(ii) Upon the Date of Termination all stock options granted to Executive on or after August 1, 2002, which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and Executive shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Termination Date in accordance with their terms.
(iii) In addition to any other benefits to which Executive may be entitled in accordance with the Company's standard payroll practicesthen existing severance policies, the Company shall, for a period of one (1) year commencing on the Date of Termination, pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to continue to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Notwithstanding In addition to the foregoing, any payments to which Executive may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement.
(iiv) if In addition to any other benefits to which Executive may be entitled, in the event that Executive is still resident in the United States at the time of termination, then, at any time within 12 months following the Date of Termination, the Executive breaches any of may notify the provisions contained in Paragraphs 4 Company and 5 of this Agreement or (ii) if MPL that he desires to be relocated to Australia. If Executive obtains a "Comparable Position", as defined herein, during provides such notice to the period over which the Severance Amount is being paidCompany and MPL, then all further payments the Company or MPL will either directly pay or reimburse the Executive for the actual cost of packing and moving his personal and household effects from the Severance Amount shall immediately ceaseUnited States to Australia. For purposes of this Agreement "Comparable Position" means a full time executive management position In addition, air travel and accommodations, and incidental expenses while on route from the United States to Australia will be reimbursed by the Company or MPL in accordance with a similar scope of duties and responsibilities as that described in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereofCompany policy. The Executive acknowledges that the Company, MPL and its related corporations and entities are not required to provide to Executive any form of employment or engagement with MPL and its related bodies corporate if Executive is relocated to Australia, unless the parties expressly agree otherwise.
(e) If Executive's employment is terminated by the Company for Cause as provided in Subparagraph 6(c), then the Company shall, through the Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no obligation further obligations to seek Executive except as otherwise expressly provided under this Agreement. In addition, all stock options granted to Executive after August 1, 2002 and held by Executive as of the Date of Termination shall cease to vest as of the Date of Termination and Executive shall have 30 days from the Date of Termination or accept a Comparable Position during the period over which remaining option term, if earlier, to exercise all such vested stock options. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Severance Amount is being paidTermination Date in accordance with their terms.
(f) Nothing contained in the foregoing Subparagraphs 7(a) through 7(e) shall be construed so as to affect Executive's rights or the Company's obligations relating to agreements or benefits that are unrelated to termination of employment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary to the date of her his death, plus her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)compensation, if any, under Subparagraph 3(a). Upon the death of Executive, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)compensation, if any, under Subparagraph 3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all unvested stock options which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, exercisable and Executive shall have twelve (12) months 360 days from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapseExecutive. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7
(a) shall apply.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement, provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination, has a vested interest, unless otherwise provided in such employee benefit plan or any agreement or other instrument attendant thereto. In addition, all vested but unexercised stock options held by Executive as of the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination or by the end of the option term, if earlier. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their terms.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and her his accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:,
(i) The the Company shall pay Executive an amount equal one to two (12) times the sum of Executive's Average Base Salary in effect on the Date of Termination and his Average Incentive Compensation (the "Severance Amount"). The Severance Amount shall be paid out in accordance with substantially equal bi-weekly installments over twenty-four (24) months, in arrears. For purposes of this Agreement, "Average Base Salary" shall mean the Company's standard payroll practicesaverage of the annual Base Salary received by Executive for each of the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual incentive compensation under Subparagraph 3(a) received by Executive for the three (3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company or the Previous Employer. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, (i) if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement or (ii) if Executive obtains a "Comparable Position"Agreement, as defined herein, during the period over which the Severance Amount is being paid, then all further payments of the Severance Amount shall immediately cease. For purposes of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties and responsibilities Furthermore, in the event Executive terminates his employment for Good Reason as that described provided in Paragraph 2 hereof and an equivalent or better compensation package as that described in Paragraph 3 hereof. The Executive Subparagraph 6(e), he shall have no obligation be entitled to seek or accept a Comparable Position during the period over which the Severance Amount is being paid.only if he provides the Notice of Termination provided for in Subparagraph 6(f) within thirty (30) days after the occurrence of the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D) and (E) of Subparagraph 6(e); and
Appears in 1 contract
Sources: Executive Employment Agreement (Circor International Inc)
Compensation Upon Termination or During Disability. (a) If Executive's employment terminates by reason of her his death, the Company shall, within ninety (90) days of death, pay in a lump sum amount to such person as Executive shall designate in a notice filed with the Company or, if no such person is designated, to Executive's estate, Executive's accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary, to the date of her his death, plus her accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a3(b). Upon the death of Executive, (i) all stock options which would otherwise vest over the next twelve (12) months shall immediately vest in Executive's estate or other legal representatives and become exercisable, and Executive's estate or other legal representatives shall have twelve (12) months from the Date of Termination or the remaining option term, if earlier, to exercise all such stock options granted to Executive and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall be canceled upon the death of Executive in accordance with their terms. For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received immediately prior to the Date of Termination. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled under any employee benefit plan shall also be paid in accordance with the terms of such plan or arrangement. Such payments, in the aggregate, shall fully discharge the Company's obligations hereunder.
(b) During any period that Executive fails to perform her his duties hereunder as a result of incapacity due to physical or mental illness, Executive shall continue to receive her his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)Incentive Compensation payments, if any, under Subparagraph 3(a), until Executive's employment is terminated due to disability in accordance with Subparagraph 6(b) or until Executive terminates her his employment in accordance with Subparagraph 6(e), whichever first occurs. Upon the Date of Termination, (i) all stock options at which would otherwise vest over the next twelve (12) months shall immediately vest and become exercisable, and point Executive shall have twelve (12) months from the Date of Termination or the remaining option termthen receive accrued and unpaid base salary and accrued and unpaid Incentive Compensation, if earlierany, to exercise all such stock options granted to Executive for the fiscal year preceding termination and (ii) all repurchase rights and other restrictions on the shares of Restricted Stock held by the Executive which would otherwise lapse over the next twelve (12) months shall immediately lapse. All other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their termsPro Rata Incentive Compensation, if any, under Subparagraph 3(b). For a period of one (1) year following the Date of Termination, the Company shall pay such health and dental insurance premiums as may be necessary to allow Executive and Executive, Executive's spouse and dependents to receive health and dental insurance coverage substantially similar to coverage they received prior to the Date of Termination. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7
(a) shall apply.
(c) If Executive's employment is terminated by Executive other than for Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given, and accrued and unpaid Incentive Compensation, if any, for the fiscal year preceding termination. Thereafter, the Company shall have no further obligations to Executive except as otherwise expressly provided under this Agreement. In addition, all vested but unexercised stock options held by Executive as provided any such termination shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the Date of Termination must be exercised by Executive within three (3) months following the Date of Termination Termination, has a vested interest, unless otherwise provided in such employee benefit plan or by the end of the option term, if earlier. All any agreement or other stock-based grants and awards held by Executive shall vest or be canceled upon the Date of Termination in accordance with their termsinstrument attendant thereto.
(d) If Executive terminates her his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), then the Company shall, through the Date of Termination, pay Executive her his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary at the rate in effect at the time Notice of Termination is given and her accrued and unpaid incentive compensation (including any bonus payment that is earned but unauthorized)Incentive Compensation, if any, for the fiscal year preceding termination and Pro Rata Incentive Compensation, if any, under Subparagraph 3(a). In addition, subject to signing by Executive of a general release of claims in a form and manner satisfactory to the Company, the Company shall provide the following benefits to Executive:,
(i) The the Company shall pay Executive an amount continue Executive's compensation at a rate equal one (1) times to the sum of Executive's Average Base Salary in effect on and his Average Incentive Compensation, payable for the remaining length of the Period of Employment after the Date of Termination Termination, but in no event for fewer than twenty-four (24) months (the "Severance Amount"). The Severance Amount shall be paid out in accordance substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company's standard payroll practices. Notwithstanding Company during the foregoing, twelve (i12) if month period ending on the Executive breaches any first anniversary of the provisions contained in Paragraphs 4 and 5 Date of this Agreement or (ii) if Executive obtains a "Comparable Position"termination, as defined herein, during the period over which Company shall be entitled to set-off against the remaining Severance Amount is being paid, then all further payments fifty percent (50%) of the Severance Amount shall immediately cease. For purposes amount of this Agreement "Comparable Position" means a full time executive management position with a similar scope of duties and responsibilities as that described in Paragraph 2 hereof and an equivalent or better any cash compensation package as that described in Paragraph 3 hereof. The received by Executive shall have no obligation to seek or accept a Comparable Position from the new employer during the period over which the Severance Amount is being paid.such period; provided,
Appears in 1 contract
Sources: Executive Employment Agreement (Wyndham International Inc)