Compensation Upon Termination or During Disability. In the event of termination of Employee's employment pursuant to section 8 hereof, compensation shall be paid to Employee as follows: (a) In the event of termination pursuant to subsection 8a or 8c, Base Compensation shall continue to be paid to Employee, and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employee's participation in such plans through such date shall be paid when due under those plans. (b) In the event of termination pursuant to subsection 8b, Base Compensation shall continue to be paid to Employee and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employee's participation in such plans through such date shall be paid when due under those plans. In addition, Employee shall be entitled to receive from Employer after the date of termination as severance, a lump sum amount equal to the Base Compensation then payable to Employee for twelve month period. (c) In the event of termination pursuant to subsection 8d, compensation provided for herein (including Base Compensation) shall continue to be paid, and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, (i) in the event of Employee's death, through the date of death, or (ii) in the event of Employee's disability, through the date of proper notice of disability as required by subsection 8d. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employer's participation in such plans through such date shall be paid when due under those plans. Payments made under this Section 9 shall be in full satisfaction of Employer's remaining obligations to Employee under this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Intrenet Inc), Employment Agreement (Intrenet Inc)
Compensation Upon Termination or During Disability. In the event of termination of Employee's employment pursuant to section 8 hereof, compensation shall be paid to Employee as follows:
(a) In If Executive's employment terminates by reason of his death, the event Company shall, within ninety (90) days of termination pursuant death, pay in a lump sum amount to subsection 8a or 8csuch 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 Compensation shall continue Salary or, if applicable, his Adjusted Base Salary, to be paid to Employee, and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified his death, plus his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received 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 notice of termination. Any benefits payable under insuranceaggregate, health, retirement and bonus plans as a result of Employeeshall fully discharge the Company's participation in such plans through such date shall be paid when due under those plansobligations hereunder.
(b) In the event of termination pursuant During any period that Executive fails to subsection 8b, Base Compensation shall continue to be paid to Employee and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans perform his duties hereunder as a result of Employee's participation in such plans through such date incapacity due to physical or mental illness, Executive shall be paid when due under those plans. In addition, Employee shall be entitled continue to receive from Employer after his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid 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 his employment in accordance with Subparagraph 6(e), whichever first occurs. For a period of one (1) year following the date Date of termination Termination, the Company shall pay such health insurance premiums as severancemay be necessary to allow Executive, a lump sum amount equal Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Base Compensation then payable Date of Termination. Upon termination due to Employee for twelve month perioddeath prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7
(a) shall apply.
(c) In the event of termination pursuant to subsection 8d, compensation provided If Executive's employment is terminated by Executive other than for herein (including Base Compensation) shall continue to be paid, and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites Good Reason as provided in sections 5Subparagraph 6(e), 6 then the Company shall, through the Date of Termination, pay Executive his accrued and 7 hereofunpaid 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, 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.
(d) If Executive terminates 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 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 his accrued and unpaid 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,
(i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; 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 seventy-five percent (75%) of Employee's deaththe amount of any cash compensation received by Executive from the new employer. From time to time, through Executive may be asked to certify to the date Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of deaththis 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 and 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 (ii3) 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. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event of Employee's disabilityExecutive terminates his employment for Good Reason as provided in Subparagraph 6(e), through the date of proper notice of disability as required by subsection 8d. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employer's participation in such plans through such date he shall be paid when due under those plans. Payments made under this Section 9 shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in full satisfaction Subparagraph 6(f) within thirty (30) days after the occurrence of Employer's remaining obligations to Employee under this Agreement.the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);
Appears in 2 contracts
Sources: Executive Employment Agreement (Wyndham International Inc), Executive Employment Agreement (Wyndham International Inc)
Compensation Upon Termination or During Disability. In the event of Upon termination of Employee's employment pursuant to section 8 hereofor during a period of disability, compensation Executive shall be paid entitled to Employee as followsthe following benefits:
(a) In If Executive's employment is terminated during the event Term by reason of termination pursuant death, the Company shall pay to subsection 8a or 8c, Executive's estate Executive's Base Compensation shall continue to be paid to Employeeas though employment was were terminated by the Company without Cause (the "Continued Compensation Period"), and Employee the bonus for the bonus period in which the Termination Date occurs. Thereafter, the Company and its affiliates shall continue have no further obligations to participate in the employee benefitExecutive, retirement, and compensation plans and other perquisites than as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employee's participation in such plans through such date shall be paid when due under those plansthis Agreement.
(b) In During any period that Executive fails to perform his full-time duties with the event of termination pursuant to subsection 8b, Base Compensation shall continue to be paid to Employee and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans Company as a result of EmployeeDisability, Executive shall continue to receive Base Compensation during such period, and the bonus for the bonus period in which the Disability occurs. During such period that Executive fails to perform his full-time duties with the Company as a result of Disability, Executive shall continue to receive all compensation payable to Executive and Company's participation Disability benefit programs then in effect during such plans through such date period, unless and until this Agreement shall be paid when due terminated pursuant to Section 4(b) of this Agreement.
(c) If Executive's employment is terminated during the Term by reason of Disability, Executive shall continue to receive his Base Compensation through the Continued Compensation Period and the bonus for the bonus period in which the Termination Date occurs. Executive shall also continue to receive all compensation payable under those plans. the Company's Disability benefit programs then in effect through the expiration of the Term; thereafter, benefits shall be determined under the retirement, insurance and other compensation programs (other than the bonus arrangements described in Section 3(b) of this Agreement of the Company then in effect in accordance with the terms of such programs).
(d) If Executive's employment is terminated by the Company for Cause or as a result of a Voluntary Termination, the Company shall pay Executive his Base Compensation through the Termination Date in the Notice of Termination, and the Company and its affiliates shall have no further obligations under this Agreement.
(e) If Executive's employment is terminated during the Term by the Company other than for death, Cause or Disability, or other than as a result of a Voluntary Termination, then the Company shall pay Executive his Base Compensation equal to a one-year period.
(f) The Executive and Foodbrands may enter into an agreement providing for certain rights of the parties in the event of a change of control in the ownership of Foodbrands, in which event Executive's rights and obligations on the occurrence of such an event will be governed thereby.
(g) In additionaddition to all other amounts payable to Executive under this Section 5, Employee Executive shall be entitled to receive from Employer after all benefits payable to Executive under the date plans or agreements of termination as severance, a lump sum amount equal the Company relating to retirement benefits pursuant to the Base Compensation then payable to Employee for twelve month periodterms of such plan.
(c) In the event of termination pursuant to subsection 8d, compensation provided for herein (including Base Compensation) shall continue to be paid, and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, (i) in the event of Employee's death, through the date of death, or (ii) in the event of Employee's disability, through the date of proper notice of disability as required by subsection 8d. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employer's participation in such plans through such date shall be paid when due under those plans. Payments made under this Section 9 shall be in full satisfaction of Employer's remaining obligations to Employee under this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Foodbrands America Inc), Employment Agreement (Foodbrands America Inc)
Compensation Upon Termination or During Disability. In (a) If the event of termination of Employee's employment pursuant to section 8 hereof, compensation shall be paid terminated by reason of his death, the Company shall pay to Employee such person as follows:
(a) In the event of termination pursuant to subsection 8a or 8c, Base Compensation shall continue to be paid to Employee, and Employee shall continue designate in a notice filed with the Company, or, if no such person shall be designated, to participate in the employee his estate as a lump sum death benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through an amount equal to (i) the sum of (A) the highest annual rate at which his Base Salary hereunder was paid prior to the date of termination specified death plus (B) the highest annual bonus paid or payable for any of the three years prior to the date of death, multiplied by (ii) the lesser of (A) two or (B) the number of days remaining in the notice Term of terminationthis Agreement divided by 360. Any So long as the Employee is employed hereunder, subject to availability at a cost which does not reflect any abnormal health or other risks, the Company shall purchase and maintain insurance on the life of the Employee with death benefits thereunder payable under insurance, health, retirement and bonus plans as a result of to the Employee's participation designated beneficiary or estate which are at least equal to the death benefit provided for in such plans through such date the preceding sentence. Such death benefit shall be paid when due under those plansexclusive of and in addition to any payments the Employee's widow, beneficiaries or estate may be entitled to receive pursuant to any pension or employee benefit plan maintained by the Company for its executive officers generally.
(b) In During any period that the event Employee fails to perform his duties hereunder as a result of termination pursuant incapacity due to subsection 8bphysical or mental illness, Base Compensation shall continue to be paid to Employee and the Employee shall continue to participate receive his full Base Salary at the rate in effect prior to the employee benefit, retirement, and compensation plans and other perquisites date of such incapacity until the Date of Termination if the Employee's employment is terminated pursuant to Section 7(b) hereof.
(c) If the Employee's employment shall be terminated for Cause as provided in sections 5, 6 and 7 Section 7(c) hereof, the Company shall pay the Employee his full Base Salary through the date Date of termination specified Termination at the rate in effect at the notice time Notice of termination. Any benefits payable Termination is given and the Company shall have no further payment obligations to the Employee under insurance, health, retirement and bonus plans as a result of this Agreement.
(d) If the Company shall terminate the Employee's participation in such plans through such date shall be paid when due under those plans. In additionemployment other than pursuant to Sections 7(a), 7(b) or 7(c) hereof or if the Employee shall be entitled terminate his employment pursuant to receive from Employer after Section 7(d)(i) or 7(d)(ii) hereof, then
(i) the date Company shall pay the Employee his full Base Salary plus any accumulated vacation pay through the Date of termination as severanceTermination at the rate in effect at the time Notice of Termination is given; and
(ii) in lieu of any further payments to the Employee for periods subsequent to the Date of Termination, the Company shall make a severance payment to the Employee not later than the tenth business day following the Date of Termination, in a lump sum amount equal to (A) the sum of (x) the highest annual rate at which his Base Compensation Salary hereunder was paid prior to the Date of Termination plus (y) the highest annual bonus paid or payable for any of the three years prior to the Date of Termination, multiplied by (B) the lesser of (x) two or (y) the number of days remaining in the Term of this Agreement divided by 360; provided, however, that if the Employee shall terminate his employment upon a Change in Control of the Company pursuant to clause (D) of Section 7(d)(i), then such lump sum amount shall equal three times the aggregate of (x) the highest annual rate at which the Employee's Base Salary was paid prior to Date of Termination plus (y) the highest amount of any annual bonus paid or payable to the Employee during the three years prior to the Date of Termination. The Employee shall not be required to mitigate the amount of any payment provided for twelve month periodin this Section 8 by seeking other employment or otherwise.
(ce) In If the event of termination Employee terminates this Agreement pursuant to subsection 8dSection 7(d)(iii) hereof, compensation provided for herein (including Base Compensation) shall continue to be paid, and the Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, (i) in the event of Employee's death, receive his full Base Salary through the date Date of death, or (ii) Termination including any accrued vacation days at the rate then in effect and the event of Employee's disability, through the date of proper notice of disability as required by subsection 8d. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employer's participation in such plans through such date Company shall be paid when due under those plans. Payments made under this Section 9 shall be in full satisfaction of Employer's remaining have no further payment obligations to the Employee under this Agreement.
(f) Unless the Employee is terminated for Cause or the Employee's employment is terminated pursuant to Section 7(a) or 7(d)(iii) hereof, the Employee shall be entitled to continue to participate, for a period which is the lesser of two years from the Date of Termination or the remaining Term of this Agreement, in such health-and-accident plan or arrangement as is made available by the Company to its executive officers generally. The Employee shall not be entitled to participate in any other employee benefit plan or arrangement of the Company following the Date of Termination except as expressly provided by the terms of any such plan.
(g) The Company will reimburse the Employee for the Federal excise tax, if any, which is due pursuant to Section 4999 of the Internal Revenue Code of 1986, as amended, on the compensation payments (but not this reimbursement payment) described in this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Plains All American Pipeline Lp), Employment Agreement (Plains All American Pipeline Lp)
Compensation Upon Termination or During Disability. In the event of termination of Employee's employment pursuant to section 8 hereof, compensation shall be paid to Employee as follows:
(a) In If Executive's employment terminates by reason of his death, the event Company shall, within ninety (90) days of termination pursuant death, pay in a lump sum amount to subsection 8a or 8csuch 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 Compensation shall continue Salary, or, if applicable, his Adjusted Base Salary, to be paid to Employee, and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified his death, plus his Pro 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 insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received 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 notice of termination. Any benefits payable under insuranceaggregate, health, retirement and bonus plans as a result of Employeeshall fully discharge the Company's participation in such plans through such date shall be paid when due under those plansobligations hereunder.
(b) In the event of termination pursuant During any period that Executive fails to subsection 8b, Base Compensation shall continue to be paid to Employee and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans perform his duties hereunder as a result of Employee's participation in such plans through such date incapacity due to physical or mental illness, Executive shall be paid when due under those plans. In addition, Employee shall be entitled continue to receive from Employer after his accrued arid unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid Incentive Compensation payments, if any, under Subparagraph 3(b), until Executive's employment is terminated due to disability in accordance with Subparagraph 7(b) or until Executive terminates his employment in accordance with Subparagraph 7(e), whichever first occurs. For a period of one (1) year following the date Date of termination Termination, the Company shall pay such health insurance premiums as severancemay be necessary to allow Executive, a lump sum amount equal Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Base Compensation then payable Date of Termination. Upon termination due to Employee for twelve month perioddeath prior to the termination first to occur as specified in the preceding sentence, Subparagraph 8
(a) shall apply.
(c) In the event of termination pursuant to subsection 8d, compensation provided If Executive's employment is terminated by Executive other than for herein (including Base Compensation) shall continue to be paid, and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites Good Reason as provided in sections 5Subparagraph 7(e), 6 then the Company shall, through the Date of Termination, pay Executive his accrued and 7 hereofunpaid 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, 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.
(d) If Executive terminates his employment for Good Reason as provided in Subparagraph 7(e) or if Executive's employment is terminated by the Company without Cause as provided in Subparagraph 7(d), then the Company shall, through the Date of Termination, pay Executive 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 his accrued and unpaid Incentive Compensation, if any, under Subparagraph 3(b). 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 continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event Executive commences any employment with an employer other than the Company during the twelve month period ending on the first anniversary of Employee's deaththe Date of termination, through the date Company shall be entitled to set-off against the remaining Severance Amount fifty percent (50%) of deaththe amount of any cash compensation received by Executive from the new employer during such period, or (ii) provided further that, in the event Executive commences any employment with, or is employed by, any employer other than the Company during the twelve month period ending on the second anniversary of Employee's disabilitythe Date of Termination, through the date of proper notice of disability as required by subsection 8d. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employer's participation in such plans through such date Company shall be paid when due entitled to set-off against the remaining Severance Amount twenty-five percent (25%) of the amount of any cash received by Executive from such employer during such period. From time to time, Executive may be asked to certify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). 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. For purposes of this Agreement, "Average Incentive Compensation" shall mean the average of the annual Incentive Compensation under those plansSubparagraph 3(b) received by Executive for the three (3) immediately preceding fiscal years or such fewer numbers of complete fiscal years as Executive may have been employed by the Company. Payments made under In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 5 and 6 of this Section 9 Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event Executive terminates his employment for Good Reason as provided in Subparagraph 7(e), he shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in full satisfaction Subparagraph 7(f) within thirty (30) days after the occurrence of Employer's remaining obligations to Employee under this Agreementthe event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 7(e).
Appears in 2 contracts
Sources: Executive Employment Agreement (Wyndham International Inc), Executive Employment Agreement (Wyndham International Inc)
Compensation Upon Termination or During Disability. In the event of termination of Employee's employment pursuant to section 8 hereof, compensation shall be paid to Employee as follows:
(a) In If Executive's employment terminates by reason of his death, the event Company shall, within ninety (90) days of termination pursuant death, pay in a lump sum amount to subsection 8a or 8csuch 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 Compensation shall continue Salary or, if applicable, his Adjusted Base Salary, to be paid to Employee, and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified his death, plus his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received 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 notice of termination. Any benefits payable under insuranceaggregate, health, retirement and bonus plans as a result of Employeeshall fully discharge the Company's participation in such plans through such date shall be paid when due under those plansobligations hereunder.
(b) In the event of termination pursuant During any period that Executive fails to subsection 8b, Base Compensation shall continue to be paid to Employee and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans perform his duties hereunder as a result of Employee's participation in such plans through such date incapacity due to physical or mental illness, Executive shall be paid when due under those plans. In addition, Employee shall be entitled continue to receive from Employer after his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid 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 his employment in accordance with Subparagraph 6(e), whichever first occurs. For a period of one (1) year following the date Date of termination Termination, the Company shall pay such health insurance premiums as severancemay be necessary to allow Executive, a lump sum amount equal Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Base Compensation then payable Date of Termination. Upon termination due to Employee for twelve month perioddeath prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7
(a) shall apply.
(c) In the event of termination pursuant to subsection 8d, compensation provided If Executive's employment is terminated by Executive other than for herein (including Base Compensation) shall continue to be paid, and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites Good Reason as provided in sections 5Subparagraph 6(e), 6 then the Company shall, through the Date of Termination, pay Executive his accrued and 7 hereofunpaid 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, 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.
(d) If Executive terminates 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 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 his accrued and unpaid 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,
(i) the Company shall continue Executive's compensation at a rate equal to the sum of Executive's Average Base Salary and his Average Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; 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 seventy-five percent (75%) of Employee's deaththe amount of any cash compensation received by Executive from the new employer. From time to time, through Executive may be asked to certify to the date Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements). For purposes of deaththis 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. 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 (ii3) immediately preceding fiscal years or such fewer number of complete fiscal years as Executive may have been employed by the Company. In no event shall "Average Incentive Compensation" include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Paragraphs 4 and 5 of this Agreement, all payments of the Severance Amount shall immediately cease. Notwithstanding the foregoing, in the event of Employee's disabilityExecutive terminates his employment for Good Reason as provided in Subparagraph 6(e), through the date of proper notice of disability as required by subsection 8d. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employer's participation in such plans through such date he shall be paid when due under those plans. Payments made under this Section 9 shall be entitled to the Severance Amount only if he provides the Notice of Termination provided for in full satisfaction Subparagraph 6(f) within thirty (30) days after the occurrence of Employer's remaining obligations to Employee under this Agreement.the event or events which constitute such Good Reason as specified in clauses (A), (B), (C), (D), (E) and (F) of Subparagraph 6(e);
Appears in 2 contracts
Sources: Executive Employment Agreement (Wyndham International Inc), Executive Employment Agreement (Wyndham International Inc)
Compensation Upon Termination or During Disability. In the event of termination of Employee's employment pursuant to section 8 hereof, compensation shall be paid to Employee as follows:
(a) If Executive's employment terminates by reason of his death or disability, the Company shall, within ninety (90) days of death or such disability termination, pay in a lump sum amount to the Executive (or his surviving spouse in the case of death) an amount equal to the Executive's accrued and unpaid Base Salary. In the event case of termination pursuant due to subsection 8a death, the Company shall also continue payment of Executive's Base Salary and target bonus at the rates in effect at the Date of Termination to Executive's surviving spouse for one (1) year. In either case, for a period of one (1) year following the Date of Termination, the Company shall provide medical and dental insurance coverage to Executive (in the case of disability), Executive's spouse and dependents, on the same terms and conditions as though Executive had remained employed. In addition to the foregoing, any payments to which Executive (or 8chis spouse, Base Compensation beneficiaries, or estate, in the case of death) may be entitled under any employee benefit plan shall continue to also be paid to Employeein accordance with the terms of such plan or arrangement. Such payments, and Employee shall continue to participate in the employee benefitaggregate, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through shall fully discharge the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans as a result of EmployeeCompany's participation in such plans through such date shall be paid when due under those plansobligations hereunder.
(b) In the event of termination pursuant During any period that Executive fails to subsection 8b, Base Compensation shall continue to be paid to Employee and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans perform his duties hereunder as a result of permanent incapacity due to physical or mental illness or disability, Executive shall receive the benefits provided under the Company's then-existing long-term disability insurance policy for senior executive officers.
(c) If Executive's employment is terminated by the Company for Cause as provided in Subparagraph 6(c) or Executive terminates his employment hereunder without Good Reason as provided in Subparagraph 6(e), then the Company shall, through the Date of Termination, pay Executive in a lump sum amount 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.
(d) If Executive's employment is terminated by the Company without Cause as provided in Subparagraph 6(d), if Executive terminates his employment for Good Reason as provided in Subparagraph 6(e) or if Executive's employment with the Company terminates as a result of the expiration of the initial Period of Employment without extension, 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. Payment of all amounts under this Subparagraph 7(d) is agreed to by the parties hereto to be in full satisfaction, compromise and release of any claims arising out of Executive's employment or termination thereof pursuant to Subparagraph 6(d) or 6(e). In any case, the payment of all such amounts under this Subparagraph 7(d) shall be contingent upon the Employee's compliance with Paragraphs 4 and 5 above and the Executive's delivery of a general release upon termination of employment covering all matters arising under or in connection with this Agreement. Such release shall be in a form reasonably satisfactory to the Company, it being understood that no severance benefits shall be provided unless and until the Executive determines to execute and deliver such release. Subject to the foregoing, the Company shall also provide Executive with the following "Severance Benefits:"
(i) The Company shall pay Executive in a lump sum, on the Date of Termination, an amount equal to two (2) times the sum of (A) Executive's current Base Salary and (B) his most recently paid Annual Bonus, or target bonus (whether or not such bonus is earned or would otherwise have been paid) for the year of termination, if higher.
(ii) 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 two (2) years commencing on the Date of Termination, continue to provide family medical and dental insurance coverage to Executive, Executive's spouse and dependents, on the same terms and conditions as though Executive had remained employed. In the event Executive's participation in such any medical or dental insurance plan is barred, the Company shall arrange to provide Executive with benefits substantially equivalent to those which Executive would otherwise have received had his participation not been barred;
(iii) Executive shall receive all the rights and benefits granted or in effect with respect to Executive under the Company's employee stock option or incentive plans through such date and agreements with Executive pursuant thereto. In addition to the foregoing, all stock options and restricted stock awards shall be paid when due under those plans. In additiondeemed fully vested as of the date of termination, Employee and all outstanding option agreements shall be deemed amended to so provide; and
(iv) Executive shall be entitled to receive from Employer after the date reimbursement of termination as severanceany reasonable legal fees or costs incurred by him in obtaining or enforcing any right or benefit provided by this Agreement, a lump sum amount equal to the Base Compensation then payable to Employee for twelve month periodexcept in cases involving frivolous or bad faith litigation initiated by Executive.
(ce) In Nothing contained in the event of termination pursuant to subsection 8d, compensation provided for herein (including Base Compensationforegoing Subparagraphs 7(a) through 7(d) shall continue be construed so as to be paid, and Employee shall continue affect Executive's rights or the Company's obligations relating to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, (i) in the event agreements or benefits which are unrelated to termination of Employee's death, through the date of death, or (ii) in the event of Employee's disability, through the date of proper notice of disability as required by subsection 8d. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employer's participation in such plans through such date shall be paid when due under those plans. Payments made under this Section 9 shall be in full satisfaction of Employer's remaining obligations to Employee under this Agreementemployment.
Appears in 1 contract
Sources: Employment Agreement (Boron Lepore & Associates Inc)
Compensation Upon Termination or During Disability. In the event of (a) Upon termination of Employee's ’s employment pursuant to section 8 hereof, compensation shall be paid to Employee as follows:
(a) In the event or during a period of termination pursuant to subsection 8a or 8c, Base Compensation shall continue to be paid to Employee, and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employee's participation in such plans through such date shall be paid when due under those plans.
(b) In the event of termination pursuant to subsection 8b, Base Compensation shall continue to be paid to Employee and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employee's participation in such plans through such date shall be paid when due under those plans. In additionDisability, Employee shall be entitled to receive from Employer after the following benefits:
(i) Between the date that Employer is given a Notice of termination Termination for Disability and Employee’s employment hereunder is terminated as severancea result of such Disability, a lump sum amount equal to the Base Compensation then payable to Employee for twelve month period.
(c) In the event of termination pursuant to subsection 8d, compensation provided for herein (including Base Compensation) shall continue to be paid, and Employee shall continue to participate receive his Base Salary at the rate in effect at the employee benefitcommencement of any such period. Thereafter, retirementEmployee shall receive only the compensation payable to Employee under the Company’s disability plan or other plan during such period in accordance with the terms of any such plan.
(ii) If Employee’s employment shall be terminated by the Company for Cause or by Employee other than for Good Reason, Disability, death or Retirement, the Company shall pay Employee his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, unpaid and properly documented expense reimbursements incurred in accordance with Employer’s policies prior to termination, and compensation plans for accrued, and unused vacation as of the Date of Termination and any amounts to be paid to him pursuant to the Company’s retirement and other perquisites as provided benefits plans then in sections 5effect (“Accrued Amounts”), 6 and 7 hereof, (i) in the event of Employee's death, through the date of death, or (ii) in the event of Employee's disability, through the date of proper notice of disability as required by subsection 8d. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employer's participation in such plans through such date Company shall be paid when due under those plans. Payments made under this Section 9 shall be in full satisfaction of Employer's remaining have no further obligations to Employee under this Agreement.
(iii) If Employee’s employment shall be terminated by the Company or by Employee for Retirement or by reason of Employee’s death, Employee’s benefits shall be determined in accordance with the Company’s retirement, benefit and insurance programs then in effect.
(iv) If Employee’s employment by the Company shall be terminated by the Company other than for Cause and other than because of Employee’s death, Disability or AMENDED AND RESTATED EMPLOYMENT AGREEMENT – ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 6 Retirement or by Employee for Good Reason then, effective as of the Date of Termination, in lieu of any severance benefits which he otherwise would be eligible to receive under the Company’s severance plan or policy as in effect immediately prior to any Change in Control, Employee shall be entitled to the benefits (“Severance Benefits”) provided below:
(A) The Company shall pay Employee Accrued Amounts through the Date of Termination at the rate in effect at the time the Notice of Termination is given (excluding any severance benefits under the Company’s severance plan or policy);
(B) The Company shall pay Employee, in addition to all Accrued Amounts, either (i) Employee’s then current Base Salary for the period commencing on the Date of Termination and ending upon the date which is 12 months after the Date of Termination payable in accordance with the regular payroll practices of the Company; or (ii) if after a Change in Control, Employee’s then current Base Salary times 1.5 payable in one lump sum on the Date of Termination; and
(C) The Employee shall be entitled to continue to receive, at the cost and expense of the Company, the benefits Employer makes generally available to their officers and executives, in Employer’s group health program, and Employee’s entitlement to and participation in the group health program shall be at the same rates which are available to Employer’s other executives and officers for a period of 12 months following the Date of Termination.
(b) Notwithstanding any other provision of this Agreement, if any amount payable hereunder would, individually or together with any other amounts paid or payable, constitute an “excess parachute payment,” within the meaning of Section 280G of the Internal Revenue Code of 1986 and any applicable regulations thereunder (the “Code”) which would require the payment by Employee of the excise tax imposed by Section 4999 of the Code or any interest or penalty (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then he shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that after the payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Employee shall retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total payments to be received by Employee pursuant to this Agreement. The determination of whether the Gross-Up Payment shall be paid shall be made by a nationally recognized accounting firm selected by Employee and such determination shall be binding upon him and the Company for purposes of this Agreement. The costs and expenses of such accounting firm shall be paid by the Company.
(c) Except as specifically provided in this Section 7, Employee shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 7 be reduced by any compensation earned by him as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. AMENDED AND RESTATED EMPLOYMENT AGREEMENT – ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 7
(d) In the event that any payments under this Section 7 or elsewhere in this Agreement are determined to be subject to Section 409A of the Code, and Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and Treasury Regulation §1.409A-1(i), no such payments shall be made prior to the date that is six (6) months following the Date of Termination.
(i) Employee acknowledges and agrees that (A) Employee is solely responsible for all obligations arising as a result of the tax consequences associated with payments under this Agreement including, without limitation, any taxes, interest or penalties associated with Section 409A of the Code, (B) Employee is not relying upon any written or oral statement or representation the Company, any of its Affiliates, or any of their respective employees, directors, officers, attorneys or agents (collectively, the “Company Parties”) regarding the tax effects associated with the execution of the this Agreement and the payment under this Agreement, and (C) in deciding to enter into this Agreement, Employee is relying on his or her own judgment and the judgment of the professionals of his or her choice with whom Employee has consulted. Employee hereby releases, acquits and forever discharges the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with the execution of this Agreement and any payment under the Agreement.
(ii) Employee must execute a full release of all claims within 60 days following termination of employment in order to be eligible for Severance Benefits. Without limiting the remedies available to the Company for breach by Employee of Section 8, Section 9, Section 10, , Section 11, or Section 12, if Employee violates the provisions of such Sections after the termination of Employee’s employment with the Company in a manner reasonably determined by the Board to be injurious to the Company or any of its affiliates, then Employee will forfeit the right to any payments under this Section 7 which are unpaid at the time such violation occurs.
Appears in 1 contract
Compensation Upon Termination or During Disability. In the event of termination of Employeea. If Executive's employment pursuant terminates by reason of his death, the Company shall, within 90 days of death, pay in a lump sum amount to section 8 hereofsuch 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 his death, plus his accrued and unpaid incentive compensation under Subparagraph 3(b), if any. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries or estate may be entitled to receive 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 Employee perform his duties hereunder as follows:a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid incentive compensation payments under Subparagraph 3(b), if any, until Executive's employment is terminated due to disability in accordance with Subparagraph 9(b) or until Executive terminates his employment in accordance with Subparagraph 9(d)(H), whichever first occurs. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 10
(a) In shall apply.
c. If Executive's employment is terminated for Cause, the event of termination pursuant to subsection 8a or 8c, Base Compensation shall continue to be paid to Employee, and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereofCompany shall, through the date Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation under Subparagraph 3(b), if any, and thereafter, the Company shall have no further obligations to Executive under this Agreement; provided, any such termination specified for Cause shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the notice Date of termination. Any benefits payable Termination, has a vested interest.
d. If (A) the Company terminates Executive's employment other than in accordance with Subparagraph 9(a), 9(b), or 9(c) (it being understood that a purported termination under insurance, health, retirement Subparagraph 9(c) which is disputed and bonus plans as a result of Employee's participation in such plans through such date finally determined not to have been proper shall be paid when due under those plans.a termination by the Company in material breach of this Agreement), or (B) Executive shall terminate his employment for Good Reason, or (C) the Company gives Executive notice that it does not wish to extend this Agreement in accordance with Paragraph 1, then
(b) In i. the event of termination pursuant to subsection 8b, Base Compensation shall continue to be paid to Employee and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereofCompany shall, through the date Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation under Subparagraph 3(b), if any.
ii. In lieu of any further payments to or claims by Executive for payments of salary or incentive compensation for periods subsequent to the Date of Termination, the Company shall pay to Executive a Severance Payment Amount equal to the sum of (1) Executive's Base Salary and (2) Executive's annualized incentive compensation under Subparagraph 3(b). For purposes of calculating the Severance Payment Amount, Executive's Base Salary will be equal to Executive's then-current Base Salary (provided, however, that if the basis for Executive's termination specified is for Good Reason under clause (C) of Subparagraph 9(d), the Severance Payment Amount shall be based on the Base Salary in effect prior to such reduction) and the annualized incentive compensation will be four times the average of the amount of incentive compensation earned in the notice eight full quarters preceding the earlier of terminationthe Notice of Termination or Date of Termination. Any The Company shall pay Executive the Severance Payment Amount in one lump sum on the thirtieth day following the Date of Termination.
iii. Executive shall receive all the rights and benefits payable granted or in effect with respect to Executive under insurancethe Company's qualified and nonqualified stock option plans and agreements with Executive pursuant thereto; and
iv. Executive shall receive payments made in lieu of accrued and unused vacation as provided for in the Company's vacation policies. Notwithstanding the foregoing, healthif Executive terminates his employment for Good Reason, retirement and bonus plans as a result of Employee's participation in such plans through such date shall be paid when due under those plans. In addition, Employee he shall be entitled to receive from Employer severance pay under Subparagraph 10(d)(ii) if he gives a Notice of Termination in accordance with Subparagraph 9(e) within 30 days after the date occurrence of termination as severancethe event or events specified in clauses (A), a lump sum amount equal to the Base Compensation then payable to Employee for twelve month period(B), (C), and (D) of Subparagraph 9(d).
(ce. If Executive's employment shall be terminated by reason of retirement under Subparagraph 9(g) In or if Executive gives the event of termination pursuant Company notice that he does not wish to subsection 8dextend this Agreement in accordance with Paragraph 1, compensation provided the Company shall have no further obligations hereunder except for herein (including Base Compensationcontinuing obligations arising under Subparagraphs 3(c) and 9(g). Nothing contained in the foregoing Subparagraphs 10(a) through 10(e) shall continue be construed so as to be paid, and Employee shall continue affect the Executive's rights or the Company's obligations relating to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, (i) in the event agreements or benefits which are unrelated to termination of Employee's death, through the date of death, or (ii) in the event of Employee's disability, through the date of proper notice of disability as required by subsection 8d. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employer's participation in such plans through such date shall be paid when due under those plans. Payments made under this Section 9 shall be in full satisfaction of Employer's remaining obligations to Employee under this Agreementemployment.
Appears in 1 contract
Compensation Upon Termination or During Disability. In the event of termination of Employee's employment pursuant to section 8 hereof, compensation shall be paid to Employee as follows:
(a) In If Executive's employment terminates by reason of his death, the event Company shall, within ninety (90) days of termination pursuant death, pay in a lump sum amount to subsection 8a or 8csuch 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 Compensation shall continue Salary or, if applicable, his Adjusted Base Salary, to be paid to Employee, and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified his death, plus his accrued and unpaid incentive compensation, if any, under Subparagraph 3(a). For a period of one (1) year following the Date of Termination, the Company shall pay such health insurance premiums as may be necessary to allow Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received 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 notice of termination. Any benefits payable under insuranceaggregate, health, retirement and bonus plans as a result of Employeeshall fully discharge the Company's participation in such plans through such date shall be paid when due under those plansobligations hereunder.
(b) In the event of termination pursuant During any period that Executive fails to subsection 8b, Base Compensation shall continue to be paid to Employee and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans perform his duties hereunder as a result of Employee's participation in such plans through such date incapacity due to physical or mental illness, Executive shall be paid when due under those plans. In addition, Employee shall be entitled continue to receive from Employer after his accrued and unpaid Base Salary or, if applicable, his Adjusted Base Salary and accrued and unpaid 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 his employment in accordance with Subparagraph 6(e), whichever first occurs. For a period of one (1) year following the date Date of termination Termination, the Company shall pay such health insurance premiums as severancemay be necessary to allow Executive, a lump sum amount equal Executive's spouse and dependents to receive health insurance coverage substantially similar to coverage they received prior to the Base Compensation then payable Date of Termination. Upon termination due to Employee for twelve month perioddeath prior to the termination first to occur as specified in the preceding sentence, Subparagraph 7
(a) shall apply.
(c) In the event of termination pursuant to subsection 8d, compensation provided If Executive's employment is terminated by Executive other than for herein (including Base Compensation) shall continue to be paid, and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites Good Reason as provided in sections 5Subparagraph 6(e), 6 then the Company shall, through the Date of Termination, pay Executive his accrued and 7 hereofunpaid 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, 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.
(d) If Executive terminates 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 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 his accrued and unpaid 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,
(i) the Company shall provide payments to Executive in an amount equal to the sum of Executive's Average Base Salary and his Adjusted Incentive Compensation payable for the remaining length of the Period of Employment after the Date of Termination (the "Severance Amount"), but in no event for fewer than twenty-four (24) months. The Severance Amount shall be paid out in substantially equal bi-weekly installments, in arrears; provided, however, that in the event of Employee's deathExecutive commences any employment during such period, through the date of death, or (ii) in the event of Employee's disability, through the date of proper notice of disability as required by subsection 8d. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employer's participation in such plans through such date Company shall be paid when due under those plansentitled to set-off against the remaining Severance Amount seventy-five percent (75%) of the amount of any cash compensation received by Executive from the new employer. Payments made under this Section 9 shall From time to time, Executive may be in full satisfaction of Employer's remaining obligations asked to Employee under this Agreementcertify to the Company that he has not accepted employment with a new employer (including, without limitation, contract and consulting agreements).
Appears in 1 contract
Sources: Executive Employment Agreement (Wyndham International Inc)
Compensation Upon Termination or During Disability. In the event of (a) Upon termination of Employee's ’s employment pursuant to section 8 hereof, compensation shall be paid to Employee as follows:
(a) In the event or during a period of termination pursuant to subsection 8a or 8c, Base Compensation shall continue to be paid to Employee, and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employee's participation in such plans through such date shall be paid when due under those plans.
(b) In the event of termination pursuant to subsection 8b, Base Compensation shall continue to be paid to Employee and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employee's participation in such plans through such date shall be paid when due under those plans. In additionDisability, Employee shall be entitled to receive from Employer after the following benefits:
(i) Between the date that Employer is given a Notice of termination Termination for Disability and Employee’s employment hereunder is terminated as severancea result of such Disability, a lump sum amount equal to the Base Compensation then payable to Employee for twelve month period.
(c) In the event of termination pursuant to subsection 8d, compensation provided for herein (including Base Compensation) shall continue to be paid, and Employee shall continue to participate receive his Base Salary at the rate in effect at the employee benefitcommencement of any such period. Thereafter, retirementEmployee shall receive only the compensation payable to Employee under the Company’s disability plan or other plan during such period in accordance with the terms of any such plan.
(ii) If Employee’s employment shall be terminated by the Company for Cause or by Employee other than for Good Reason, Disability, death or Retirement, the Company shall pay Employee his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given unpaid and properly documented expense reimbursements incurred in accordance with Employer’s policies prior to termination, and compensation plans for accrued, and unused vacation as of the Date of Termination and any amounts to be paid to him pursuant to the Company’s retirement and other perquisites as provided benefits plans then in sections 5effect (“Accrued Amounts”), 6 and 7 hereof, (i) in the event of Employee's death, through the date of death, or (ii) in the event of Employee's disability, through the date of proper notice of disability as required by subsection 8d. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employer's participation in such plans through such date Company shall be paid when due under those plans. Payments made under this Section 9 shall be in full satisfaction of Employer's remaining have no further obligations to Employee under this Agreement.
(iii) If Employee’s employment shall be terminated by the Company or by Employee for Retirement or by reason of Employee’s death, Employee’s benefits shall be determined in accordance with the Company’s retirement, benefit and insurance programs then in effect. SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT – ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
(iv) If Employee’s employment by the Company shall be terminated by the Company other than for Cause and other than because of Employee’s death, Disability or Retirement or by Employee for Good Reason then, effective as of the Date of Termination, in lieu of any severance benefits which he otherwise would be eligible to receive under the Company’s severance plan or policy as in effect immediately prior to any Change in Control, Employee shall be entitled to the benefits (“Severance Benefits”) provided below:
(A) The Company shall pay Employee Accrued Amounts through the Date of Termination at the rate in effect at the time the Notice of Termination is given (excluding any severance benefits under the Company’s severance plan or policy);
(B) The Company shall pay Employee, in addition to all Accrued Amounts, (i) Employee’s then current Base Salary for the period commencing on the Date of Termination and ending upon the date which is 18 months after the Date of Termination payable in accordance with the regular payroll practices of the Company; and (ii) if after a Change in Control, Employee’s then current Base Salary times 1.5 payable in one lump sum on the Date of Termination; and
(C) The Employee shall be entitled to continue to receive, at the cost and expense of the Company, the benefits Employer makes generally available to their officers and executives, in Employer’s group health program, and Employee’s entitlement to and participation in the group health program shall be at the same rates which are available to Employer’s other executives and officers for a period of 18 months following the Date of Termination.
(b) Notwithstanding any other provision of this Agreement, if any amount payable hereunder would, individually or together with any other amounts paid or payable, constitute an “excess parachute payment,” within the meaning of Section 280G of the Internal Revenue Code of 1986 and any applicable regulations thereunder (the “Code”) which would require the payment by Employee of the excise tax imposed by Section 4999 of the Code or any interest or penalty (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then he shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that after the payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Employee shall retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total payments to be received by Employee pursuant to this Agreement. The determination of whether the Gross-Up Payment shall be paid shall be made by a nationally recognized accounting firm selected by Employee and such determination shall be binding upon him and the Company for purposes of this Agreement. The costs and expenses of such accounting firm shall be paid by the Company.
(c) Except as specifically provided in this Section 7, Employee shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 7 be reduced by any compensation earned by him as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT – ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
(d) In the event that any payments under this Section 7 or elsewhere in this Agreement are determined to be subject to Section 409A of the Code, and Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and Treasury Regulation §1.409A-1(i), no such payments shall be made prior to the date that is six (6) months following the Date of Termination.
(i) Employee acknowledges and agrees that (A) Employee is solely responsible for all obligations arising as a result of the tax consequences associated with payments under this Agreement including, without limitation, any taxes, interest or penalties associated with Section 409A of the Code, (B) Employee is not relying upon any written or oral statement or representation the Company, any of its Affiliates, or any of their respective employees, directors, officers, attorneys or agents (collectively, the “Company Parties”) regarding the tax effects associated with the execution of the this Agreement and the payment under this Agreement, and (C) in deciding to enter into this Agreement, Employee is relying on his or her own judgment and the judgment of the professionals of his or her choice with whom Employee has consulted. Employee hereby releases, acquits and forever discharges the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with the execution of this Agreement and any payment under the Agreement.
(ii) Employee must execute a full release of all claims within 60 days following termination of employment in order to be eligible for Severance Benefits. Without limiting the remedies available to the Company for breach by Employee of Section 8, Section 9, Section 10, , Section 11, or Section 12, if Employee violates the provisions of such Sections after the termination of Employee’s employment with the Company in a manner reasonably determined by the Board to be injurious to the Company or any of its affiliates, then Employee will forfeit the right to any payments under this Section 7 which are unpaid at the time such violation occurs.
Appears in 1 contract
Compensation Upon Termination or During Disability. In the event of (a) Upon termination of Employee's ’s employment pursuant to section 8 hereof, compensation shall be paid to Employee as follows:
(a) In the event or during a period of termination pursuant to subsection 8a or 8c, Base Compensation shall continue to be paid to Employee, and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employee's participation in such plans through such date shall be paid when due under those plans.
(b) In the event of termination pursuant to subsection 8b, Base Compensation shall continue to be paid to Employee and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employee's participation in such plans through such date shall be paid when due under those plans. In additionDisability, Employee shall be entitled to receive from Employer after the following benefits:
(i) Between the date that Employer is given a Notice of termination Termination for Disability and Employee’s employment hereunder is terminated as severancea result of such Disability, a lump sum amount equal to the Base Compensation then payable to Employee for twelve month period.
(c) In the event of termination pursuant to subsection 8d, compensation provided for herein (including Base Compensation) shall continue to be paid, and Employee shall continue to participate receive his Base Salary at the rate in effect at the employee benefitcommencement of any such period. Thereafter, retirementEmployee shall receive only the compensation payable to Employee under the Company’s disability plan or other plan during such period in accordance with the terms of any such plan.
(ii) If Employee’s employment shall be terminated by the Company for Cause or by Employee other than for Good Reason, Disability, death or Retirement, the Company shall pay Employee his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, unpaid and properly documented expense reimbursements incurred in accordance with Employer’s policies prior to termination, and compensation plans for accrued, and unused vacation as of the Date of Termination and any amounts to be paid to him pursuant to the Company’s retirement and other perquisites as provided benefits plans then in sections 5effect (“Accrued Amounts”), 6 and 7 hereof, (i) in the event of Employee's death, through the date of death, or (ii) in the event of Employee's disability, through the date of proper notice of disability as required by subsection 8d. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employer's participation in such plans through such date Company shall be paid when due under those plans. Payments made under this Section 9 shall be in full satisfaction of Employer's remaining have no further obligations to Employee under this Agreement.
(iii) If Employee’s employment shall be terminated as a result of Employee’s retirement or by reason of Employee’s death, Employee’s benefits shall be determined in accordance with the Company’s retirement, benefit and insurance programs then in effect.
(iv) If Employee’s employment by the Company shall be terminated by the Company other than for Cause and other than because of Employee’s death, Disability or Retirement or by Employee for Good Reason then, effective as of the Date of Termination, in lieu of any severance benefits which he otherwise would be eligible to receive under the Company’s severance plan or policy as in effect immediately prior to any Change in Control, Employee shall be entitled to the benefits (“Severance Benefits”) provided below:
(A) The Company shall pay Employee Accrued Amounts through the Date of Termination at the rate in effect at the time the Notice of Termination is given (excluding any severance benefits under the Company’s severance plan or policy);
(B) The Company shall pay Employee, in addition to all Accrued Amounts, either (i) if prior to a Change in Control, Employee’s then current Base Salary for the period commencing on the Date of Termination and ending upon the date which is 12 months after the Date of Termination payable in accordance with the regular payroll practices of the Company; or (ii) if after a Change in Control, Employee’s then current Base Salary times 1.5 payable in one lump sum on the Date of Termination; and
(C) The Employee shall be entitled to continue to receive, at the cost and expense of the Company, the benefits Employer makes generally available to their officers and executives, in Employer’s group health program, and Employee’s entitlement to and participation in the group health program shall be at the same rates which are available to Employer’s other executives and officers for a period of 12 months following the Date of Termination.
(b) Notwithstanding any other provision of this Agreement, if any amount payable hereunder would, individually or together with any other amounts paid or payable, constitute an “excess parachute payment,” within the meaning of Section 280G of the Internal Revenue Code of 1986 and any applicable regulations thereunder (the “Code”) which would require the payment by Employee of the excise tax imposed by Section 4999 of the Code or any interest or penalty (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then he shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that after the payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Employee shall retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total payments to be received by Employee pursuant to this Agreement. The determination of whether the Gross-Up Payment shall be paid shall be made by a nationally recognized accounting firm selected by Employee and such determination shall be binding upon him and the Company for purposes of this Agreement. The costs and expenses of such accounting firm shall be paid by the Company.
(c) Except as specifically provided in this Section 7, Employee shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 7 be reduced by any compensation earned by him as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise.
(d) In the event that any payments under this Section 7 or elsewhere in this Agreement are determined to be subject to Section 409A of the Code, and Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and Treasury Regulation §1.409A-1(i), no such payments shall be made prior to the date that is six (6) months following the Date of Termination.
(i) Employee acknowledges and agrees that (A) Employee is solely responsible for all obligations arising as a result of the tax consequences associated with payments under this Agreement including, without limitation, any taxes, interest or penalties associated with Section 409A of the Code, (B) Employee is not relying upon any written or oral statement or representation the Company, any of its Affiliates, or any of their respective employees, directors, officers, attorneys or agents (collectively, the “Company Parties”) regarding the tax effects associated with the execution of the this Agreement and the payment under this Agreement, and (C) in deciding to enter into this Agreement, Employee is relying on his or her own judgment and the judgment of the professionals of his or her choice with whom Employee has consulted. Employee hereby releases, acquits and forever discharges the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with the execution of this Agreement and any payment under the Agreement.
(ii) Employee must execute a full release of all claims within 60 days following termination of employment in order to be eligible for Severance Benefits. Without limiting the remedies available to the Company for breach by Employee of Section 8, Section 9, Section 10, , Section 11, or Section 12, if Employee violates the provisions of such Sections after the termination of Employee’s employment with the Company in a manner reasonably determined by the Board to be injurious to the Company or any of its affiliates, then Employee will forfeit the right to any payments under this Section 7 which are unpaid at the time such violation occurs.
Appears in 1 contract
Compensation Upon Termination or During Disability. In the event of termination of Employeea. If Executive's employment pursuant terminates by reason of his death, the Company shall, within 90 days of death, pay in a lump sum amount to section 8 hereofsuch 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 his death, plus his accrued and unpaid incentive compensation under Subparagraph 3(b), if any. In addition to the foregoing, any payments to which Executive's spouse, beneficiaries, or estate may be entitled to receive 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 Employee perform his duties hereunder as follows:a result of incapacity due to physical or mental illness, Executive shall continue to receive his accrued and unpaid Base Salary and accrued and unpaid incentive compensation payments under Subparagraph 3(b), if any, until Executive's employment is terminated due to disability in accordance with Subparagraph 9(b) or until Executive terminates his employment in accordance with Subparagraph 9(d)(ii), whichever first occurs. Upon termination due to death prior to the termination first to occur as specified in the preceding sentence, Subparagraph 10
(a) In shall apply.
c. If Executive's employment is terminated for Cause, the event of termination pursuant to subsection 8a or 8c, Base Compensation shall continue to be paid to Employee, and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereofCompany shall, through the date Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation under Subparagraph 3(b), if any, and thereafter, the Company shall have no further obligations to Executive under this Agreement; provided, any such termination specified for Cause shall not adversely affect or alter Executive's rights under any employee benefit plan of the Company in which Executive, at the notice Date of termination. Any benefits payable Termination, has a vested interest.
d. If (A) the Company terminates Executive's employment other than in accordance with Subparagraph 9(a), 9(b), or 9(c) (it being understood that a purported termination under insurance, health, retirement Subparagraph 9(c) which is disputed and bonus plans as a result of Employee's participation in such plans through such date finally determined not to have been proper shall be paid when due under those plans.a termination by the Company in material breach of this Agreement), or (B) Executive shall terminate his employment for Good Reason, or (C) the Company gives Executive notice that it does not wish to extend this Agreement in accordance with Paragraph 1, then
(b) In i. the event of termination pursuant to subsection 8b, Base Compensation shall continue to be paid to Employee and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereofCompany shall, through the date Date of Termination, pay Executive his accrued and unpaid Base Salary at the rate in effect at the time Notice of Termination is given and his accrued and unpaid incentive compensation under Subparagraph 3(b), if any;
ii. in lieu of any further payments to or claims by Executive for payments of salary or incentive compensation for periods subsequent to the Date of Termination, the Company shall pay to Executive a Severance Payment Amount equal to two times the sum of (1) Executive's Base Salary and (2) Executive's annualized incentive compensation under Subparagraph 3(b). For purposes of calculating the Severance Payment Amount, Executive's Base Salary will be equal to Executive's then- current Base Salary (provided, however, that if the basis for Executive's termination specified is for Good Reason under clause (C) of Subparagraph 9(d), the Severance Payment Amount shall be based on the Base Salary in effect prior to such reduction) and the annualized incentive compensation will be four times the average of the amount of incentive compensation earned in the notice eight full quarters preceding the earlier of terminationthe Notice of Termination or Date of Termination. Any The Company shall pay Executive the Severance Payment Amount in one lump sum on the thirtieth day following the Date of Termination.
iii. Executive shall receive all the rights and benefits payable granted or in effect with respect to Executive under insurancethe Company's qualified and nonqualified stock option plans and agreements with Executive pursuant thereto; and
iv. Executive shall receive payments made in lieu of accrued and unused vacation as provided for in the Company's vacation policies. Notwithstanding the foregoing, healthif Executive terminates his employment for Good Reason, retirement and bonus plans as a result of Employee's participation in such plans through such date shall be paid when due under those plans. In addition, Employee he shall be entitled to receive from Employer severance pay under Subparagraph 10(d)(ii) if he gives a Notice of Termination in accordance with Subparagraph 9(e) within 30 days after the date occurrence of termination as severancethe event or events specified in clauses (A), a lump sum amount equal to the Base Compensation then payable to Employee for twelve month period(B), (C), and (D) of Subparagraph 9(d).
(ce. If Executive's employment shall be terminated by reason of retirement under Subparagraph 9(g) In or if Executive gives the event of termination pursuant Company notice that he does not wish to subsection 8dextend this Agreement in accordance with Paragraph 1, compensation provided the Company shall have no further obligations hereunder except for herein (including Base Compensationcontinuing obligations arising under Subparagraphs 3(c) and 9(g).
f. Nothing contained in the foregoing Subparagraphs 10(a) through 10(e) shall continue be construed so as to be paid, and Employee shall continue affect the Executive's rights or the Company's obligations relating to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, (i) in the event agreements or benefits which are unrelated to termination of Employee's death, through the date of death, or (ii) in the event of Employee's disability, through the date of proper notice of disability as required by subsection 8d. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employer's participation in such plans through such date shall be paid when due under those plans. Payments made under this Section 9 shall be in full satisfaction of Employer's remaining obligations to Employee under this Agreementemployment.
Appears in 1 contract
Compensation Upon Termination or During Disability. (a) If the Executive's employment is terminated due to his death, Executive's estate or other legal representative shall be entitled to receive any installment of the Base Salary and any accrued reimbursable expenses due in the month of death. In the event of termination the Executive's death, the rights and benefits of Employeethe Executive under employee benefit and fringe benefit plans and programs of the Companies will be determined in accordance with the terms and provisions of such plans and programs.
(b) During any period that the Executive fails to perform his duties hereunder due to Disability, the Executive shall continue to receive the Base Salary during such period of Disability. If the Executive's employment is terminated due to Disability, the obligation of the Companies to pay the Base Salary shall terminate. If the Executive's employment is terminated due to Disability, the rights and benefits of the Executive under employee benefit and fringe benefit plans and programs of the Companies will be determined in accordance with the terms and provisions of such plans and programs.
(c) If the Executive's employment shall be terminated for a reason other than Disability, death or retirement, the Companies shall pay the Executive his full Base Salary and any accrued reimbursable expenses through the Date of Termination; provided, that, all of such payments shall be subject to the Companies' right of setoff pursuant to Section 7(c) hereof. Any rights and benefits the Executive may have under employee benefit and fringe benefit plans and programs of the Companies will be determined in accordance with the terms of such plans and programs.
(d) If the Executive's employment pursuant hereto is terminated due to section 8 hereofretirement or as a result of the expiration of the Term of this Agreement, compensation the Executive shall be paid entitled to Employee as follows:
(a) In receive the event Base Salary installments up to and including the calendar month of termination pursuant termination. The Companies shall also permit the Executive to subsection 8a or 8c, Base Compensation shall continue to be paid to Employee, and Employee shall continue to participate in the employee benefitbenefit and fringe benefit plans and programs of the Companies beyond such termination at the sole cost and expense of the Executive, retirementto the extent the Companies reasonably determines such continuation is permitted by, and compensation is customary with respect to, the employee benefit and fringe benefit plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employee's participation in such plans through such date shall be paid when due under those plansprograms.
(b) In the event of termination pursuant to subsection 8b, Base Compensation shall continue to be paid to Employee and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employee's participation in such plans through such date shall be paid when due under those plans. In addition, Employee shall be entitled to receive from Employer after the date of termination as severance, a lump sum amount equal to the Base Compensation then payable to Employee for twelve month period.
(c) In the event of termination pursuant to subsection 8d, compensation provided for herein (including Base Compensation) shall continue to be paid, and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, (i) in the event of Employee's death, through the date of death, or (ii) in the event of Employee's disability, through the date of proper notice of disability as required by subsection 8d. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employer's participation in such plans through such date shall be paid when due under those plans. Payments made under this Section 9 shall be in full satisfaction of Employer's remaining obligations to Employee under this Agreement.
Appears in 1 contract
Compensation Upon Termination or During Disability. In the event of (a) Upon termination of Employee's ’s employment pursuant to section 8 hereof, compensation shall be paid to Employee as follows:
(a) In the event or during a period of termination pursuant to subsection 8a or 8c, Base Compensation shall continue to be paid to Employee, and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employee's participation in such plans through such date shall be paid when due under those plans.
(b) In the event of termination pursuant to subsection 8b, Base Compensation shall continue to be paid to Employee and Employee shall continue to participate in the employee benefit, retirement, and compensation plans and other perquisites as provided in sections 5, 6 and 7 hereof, through the date of termination specified in the notice of termination. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employee's participation in such plans through such date shall be paid when due under those plans. In additionDisability, Employee shall be entitled to receive from Employer after the following benefits:
(i) Between the date that Employer is given a Notice of termination Termination for Disability and Employee’s employment hereunder is terminated as severancea result of such Disability, a lump sum amount equal to the Base Compensation then payable to Employee for twelve month period.
(c) In the event of termination pursuant to subsection 8d, compensation provided for herein (including Base Compensation) shall continue to be paid, and Employee shall continue to participate receive his Base Salary at the rate in effect at the employee benefitcommencement of any such period. Thereafter, retirementEmployee shall receive only the compensation payable to Employee under the Company’s disability plan or other plan during such period in accordance with the terms of any such plan.
(ii) If Employee’s employment shall be terminated by the Company for Cause or by Employee other than for Good Reason, Disability, death or Retirement, the Company shall pay Employee his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given unpaid and properly documented expense reimbursements incurred in accordance with Employer’s policies prior to termination, and compensation plans for accrued, and unused vacation as of the Date of Termination and any amounts to be paid to him pursuant to the Company’s retirement and other perquisites as provided benefits plans then in sections 5effect (“Accrued Amounts”), 6 and 7 hereof, (i) in the event of Employee's death, through the date of death, or (ii) in the event of Employee's disability, through the date of proper notice of disability as required by subsection 8d. Any benefits payable under insurance, health, retirement and bonus plans as a result of Employer's participation in such plans through such date Company shall be paid when due under those plans. Payments made under this Section 9 shall be in full satisfaction of Employer's remaining have no further obligations to Employee under this Agreement.
(iii) If Employee’s employment shall be terminated by the Company or by Employee for Retirement or by reason of Employee’s death, Employee’s benefits shall be determined in accordance with the Company’s retirement, benefit and insurance programs then in effect.
(iv) If Employee’s employment by the Company shall be terminated by the Company other than for Cause and other than because of Employee’s death, Disability or SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT – ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Retirement or by Employee for Good Reason then, effective as of the Date of Termination, in lieu of any severance benefits which he otherwise would be eligible to receive under the Company’s severance plan or policy as in effect immediately prior to any Change in Control, Employee shall be entitled to the benefits (“Severance Benefits”) provided below:
(A) The Company shall pay Employee Accrued Amounts through the Date of Termination at the rate in effect at the time the Notice of Termination is given (excluding any severance benefits under the Company’s severance plan or policy);
(B) The Company shall pay Employee, in addition to all Accrued Amounts, (i) Employee’s then current Base Salary for the period commencing on the Date of Termination and ending upon the date which is 18 months after the Date of Termination payable in accordance with the regular payroll practices of the Company; and (ii) if after a Change in Control, Employee’s then current Base Salary times 1.5 payable in one lump sum on the Date of Termination; and
(C) The Employee shall be entitled to continue to receive, at the cost and expense of the Company, the benefits Employer makes generally available to their officers and executives, in Employer’s group health program, and Employee’s entitlement to and participation in the group health program shall be at the same rates which are available to Employer’s other executives and officers for a period of 18 months following the Date of Termination.
(b) Notwithstanding any other provision of this Agreement, if any amount payable hereunder would, individually or together with any other amounts paid or payable, constitute an “excess parachute payment,” within the meaning of Section 280G of the Internal Revenue Code of 1986 and any applicable regulations thereunder (the “Code”) which would require the payment by Employee of the excise tax imposed by Section 4999 of the Code or any interest or penalty (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then he shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that after the payment by Employee of all taxes (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any interest and penalties with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Employee shall retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the total payments to be received by Employee pursuant to this Agreement. The determination of whether the Gross-Up Payment shall be paid shall be made by a nationally recognized accounting firm selected by Employee and such determination shall be binding upon him and the Company for purposes of this Agreement. The costs and expenses of such accounting firm shall be paid by the Company.
(c) Except as specifically provided in this Section 7, Employee shall not be required to mitigate the amount of any payment provided for in this Section 7 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 7 be reduced by any compensation earned by him as the result of employment by another employer or by retirement benefits after the Date of Termination, or otherwise. SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT – ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
(d) In the event that any payments under this Section 7 or elsewhere in this Agreement are determined to be subject to Section 409A of the Code, and Employee is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and Treasury Regulation §1.409A-1(i), no such payments shall be made prior to the date that is six (6) months following the Date of Termination.
(i) Employee acknowledges and agrees that (A) Employee is solely responsible for all obligations arising as a result of the tax consequences associated with payments under this Agreement including, without limitation, any taxes, interest or penalties associated with Section 409A of the Code, (B) Employee is not relying upon any written or oral statement or representation the Company, any of its Affiliates, or any of their respective employees, directors, officers, attorneys or agents (collectively, the “Company Parties”) regarding the tax effects associated with the execution of the this Agreement and the payment under this Agreement, and (C) in deciding to enter into this Agreement, Employee is relying on his or her own judgment and the judgment of the professionals of his or her choice with whom Employee has consulted. Employee hereby releases, acquits and forever discharges the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the tax effects associated with the execution of this Agreement and any payment under the Agreement.
(ii) Employee must execute a full release of all claims within 60 days following termination of employment in order to be eligible for Severance Benefits. Without limiting the remedies available to the Company for breach by Employee of Section 8, Section 9, Section 10, , Section 11, or Section 12, if Employee violates the provisions of such Sections after the termination of Employee’s employment with the Company in a manner reasonably determined by the Board to be injurious to the Company or any of its affiliates, then Employee will forfeit the right to any payments under this Section 7 which are unpaid at the time such violation occurs.
Appears in 1 contract