Effect of Termination of Employment on Compensation. (a) If Executive’s employment hereunder shall terminate at the expiration of the term provided in Section 3.1 because Executive provided written notice of non-renewal to the Company, for any reason described in Section 3.2(a), 3.2(b), or 3.2(c) or pursuant to Executive’s resignation for other than Good Reason, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (i) payment of all accrued and unpaid Base Salary to the Date of Termination, (ii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.4, (iii) payment of all accrued and unused paid vacation for the calendar year in which the Date of Termination occurs, and (iv) benefits to which Executive is entitled under the terms of any applicable benefit plan or program. (b) If Executive’s employment hereunder shall terminate at expiration of the term provided in Section 3.1 because the Company provided written notice of non-renewal to Executive, pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2 for any reason other than those encompassed by Section 3.2(a), 3.2(b), or 3.2(c), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (i) Executive shall be entitled to receive the compensation and benefits described in clauses (i) through (iv) of Section 7.1(a) and (ii) if, on the Date of Termination, the Company does not have a right to terminate Executive’s employment under Section 3.2(a), 3.2(b), or 3.2(c) and subject to Executive’s delivery, within 50 days after the Date of Termination, and non-revocation of an executed release substantially in the form of the release contained at Appendix B (the “Release”), Executive shall receive the following additional compensation and benefits from the Company (but no other additional compensation or benefits after such termination): (A) the Company shall pay to Executive any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination (or, if earlier, the December 31 next following such calendar year) nor later than the December 31 next following such calendar year); (B) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination nor later than the May 15 next following such calendar year); (C) the Company shall pay to Executive an amount equal to the Severance Multiple times the sum of (i) Executive’s Base Salary as of the Date of Termination and (ii) 80% of Executive’s Base Salary as of the Date of Termination, which amount shall be paid in a lump sum payment on the date that is 60 days after the Date of Termination occurs; and (D) during the portion, if any, of the 18-month period following the Date of Termination that Executive elects to continue coverage for Executive and Executive’s spouse and eligible dependents, if any, under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), and/or sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage under such group health plans. Notwithstanding the time of payment provisions of Section 7.1(b)(ii)(B) above, if Executive is a specified employee (as such term is defined in section 409A of the Code and as determined by the Company in accordance with any method permitted under section 409A of the Code) and the payment of the amount described in such Section would be subject to additional taxes and interest under section 409A of the Code because the timing of such payment is not delayed as provided in section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then such amount (together with interest on a non-compounded basis, from the date such payment would have been made had this payment delay not applied to the actual date of payment, at the prime rate of interest announced by ▇▇▇▇▇ Fargo Bank, National Association (or any successor thereto) at its principal office in Charlotte, North Carolina on the date of Executive’s termination of employment (or the first business day following such date if such termination does not occur on a business day)) shall be paid within five business days after the Section 409A Payment Date.
Appears in 2 contracts
Sources: Employment Agreement (Forum Energy Technologies, Inc.), Employment Agreement (Forum Energy Technologies, Inc.)
Effect of Termination of Employment on Compensation. (a) If Executive’s employment hereunder shall terminate at the expiration of the term provided in Section 3.1 because Executive provided written notice of non-renewal to the CompanyTerm, for any reason described in Section 3.2(a), 3.2(b) or 3.2(c), or 3.2(c) or pursuant to Executive’s resignation for other than Good Reason, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (i) payment of all accrued and unpaid Base Salary to the Date of Termination, (ii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.4, and (iii) payment of all accrued and unused paid vacation for the calendar year in which the Date of Termination occurs, and (iv) benefits to which Executive is entitled under the terms of any applicable benefit plan or program.
(b) If Executive’s employment hereunder shall terminate at expiration of the term provided in Section 3.1 because the Company provided written notice of non-renewal to Executive, pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2 for any reason other than those encompassed by Section Sections 3.2(a), 3.2(b), ) or 3.2(c)) hereof, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (i) Executive shall be entitled to receive the compensation and benefits described in clauses (i) through (iviii) of Section 7.1(a) and (ii) if, on the Date of Termination, the Company does not have a right to terminate Executive’s employment under Section 3.2(a), 3.2(b), or 3.2(c) and subject to Executive’s delivery, within 50 days after the Date date of TerminationExecutive’s termination of employment, and non-revocation of an executed release substantially in the form of the release contained at Appendix B A (the “Release”), Executive shall receive the following additional compensation and benefits from the Company (but no other additional compensation or benefits after such termination):
(A) the Company shall pay to Executive any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier later than 60 days after the Date of Termination (or, if earlier, the December 31 next following such calendar year) nor later than the December 31 next following such calendar year);
(B) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 hereof and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination nor later than the May 15 next between January 1st and March 31st following such calendar year); provided, however, that if this paragraph applies with respect to an Annual Bonus for a calendar year beginning on or after January 1, 2010, that is intended to constitute performance-based compensation within the meaning of, and for purposes of, Section 162(m) of the Code, then no bonus shall be paid except to the extent the applicable performance criteria have been satisfied as certified by a committee of the Board as required under Section 162(m) of the Code;
(C) the Company shall pay to Executive an amount equal to the Severance Multiple two times the sum of (i) Executive’s Base Salary as of the Date of Termination and (ii) 80% of Executive’s Base Salary as of the Date of TerminationAverage Annual Bonus, which amount shall be divided into and paid in a lump sum payment 48 equal consecutive semi-monthly installments payable on the 15th and last day of each month, commencing on the first installment date that is 60 days after the following Executive’s Date of Termination occurs; andTermination. The right to payment of the installment amounts pursuant to this paragraph shall be treated as a right to a series of separate payments for purposes of Section 409A of the Code;
(D) during the portion, if any, of the 18-month period following the Date of Termination that Executive elects to continue coverage for Executive and Executive’s spouse and eligible dependents, if any, dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), and/or sections Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the employee contribution amount coverage; provided, however, that active senior executive employees of the Company pay for the same or similar coverage under such group health plans. Notwithstanding the time of payment provisions of Section 7.1(b)(ii)(B(x) above, if Executive is a specified employee (as such term is defined in section 409A of the Code and as determined by the Company in accordance with any method permitted under section 409A of the Code) and the payment of the amount described in such Section would be subject to additional taxes and interest under section 409A of the Code because the timing of such payment is benefits in any one calendar year of such coverage shall not delayed as affect the amount of benefits in any other calendar year for which such benefits are to be provided in section 409A(a)(2)(B)(ihereunder and (y) of the Code and the regulations thereunder, then such amount (together with interest on a non-compounded basis, from the date such payment would have been made had this payment delay not applied Executive’s right to the actual date benefits cannot be liquidated or exchanged for any other benefit; and
(E) if the Date of payment, at Termination occurs within the prime rate of interest announced by ▇▇▇▇▇ Fargo Bank, National Association (or any successor thereto) at its principal office in Charlotte, North Carolina one-year period beginning on the date upon which a Change in Control occurs, then the Company shall cause all stock options awarded to Executive by the Parent Company (to the extent vested) to be exercisable for five years following the Date of Executive’s termination Termination (but in no event later than the earlier of employment (the latest date upon which the option could have expired by its original terms under any circumstances or the first business day following such tenth anniversary of the original date if such termination does not occur on a business dayof grant of the option)) shall be paid within five business days after the Section 409A Payment Date.
Appears in 2 contracts
Sources: Employment Agreement, Employment Agreement (Cardtronics Inc)
Effect of Termination of Employment on Compensation. (a) If ExecutiveEmployee’s employment hereunder shall terminate at the expiration of the term provided in Section 3.1 because Executive provided written notice of non-renewal to the Company, Term or for any reason described in Section 3.2(a), 3.2(b), 3.2(c), or 3.2(c) or pursuant to Executive’s resignation for other than Good Reason3.3, then all compensation and all benefits to Executive Employee hereunder shall terminate contemporaneously with such termination of employment, except that Executive Employee shall be entitled to (i) payment of all accrued and unpaid Base Salary to the Date of Termination, (ii) reimbursement for all incurred but unreimbursed expenses for which Executive Employee is entitled to reimbursement in accordance with Section 4.4, and (iii) payment of all accrued and unused paid vacation for the calendar year in which the Date of Termination occurs, and (iv) benefits to which Executive Employee is entitled under the terms of any applicable benefit plan or program.
(b) If ExecutiveEmployee’s employment hereunder shall terminate at expiration of the term provided in Section 3.1 because the Company provided written notice of non-renewal to Executive, pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2 for any reason other than those encompassed by Section Sections 3.2(a), 3.2(b), ) or 3.2(c)) hereof, then all compensation and all benefits to Executive Employee hereunder shall terminate contemporaneously with such termination of employment, except that (i) Executive Employee shall be entitled to receive the compensation and benefits described in clauses (i) through (iviii) of Section 7.1(a) and (ii) if, on the Date of Termination, the Company does not have a right to terminate Executive’s employment under Section 3.2(a), 3.2(b), or 3.2(c) and subject to ExecutiveEmployee’s delivery, within 50 days after the Date date of TerminationEmployee’s termination of employment, and non-revocation of an executed release substantially in the form of the release contained at Appendix B A (the “Release”), Executive Employee shall receive the following additional compensation and benefits from the Company (but no other additional compensation or benefits after such termination):
(A) the Company shall pay to Executive Employee any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on or before the date such annual bonuses are paid to executives similarly situated employees who have continued employment with the Company (but in no event earlier later than 60 days after the Date of Termination (or, if earlier, the December 31 next following such calendar year) nor later than the December 31 next following such calendar year);
(B) the Company shall continue to pay to Executive a bonus for Employee the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination nor later than the May 15 next following such calendar year);
(C) the Company shall pay to Executive an amount equal to the Severance Multiple times the sum of (i) Executive’s Base Salary as of the Date of Termination for a period of twelve-months following such date; provided, however, that if Employee is a specified employee (as such term is defined in Section 409A of the Code and as determined by the Company in accordance with any method permitted under Section 409A of the Code), then, with respect to any such payments that (x) are not short-term deferrals within the meaning of Section 409A of the Code and (iiy) 80% exceed in the aggregate two times the lesser of ExecutiveEmployee’s Base Salary as annualized compensation based upon Employee’s annual rate of pay for services during the taxable year of Employee preceding the year in which the termination of employment occurs (adjusted for any increase during that year that was expected to continue indefinitely had no termination of employment occurred) or the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Date Code for the year in which the termination of Terminationemployment occurs, which such payments in excess of the amount described in clause (y) above that would otherwise have been paid during the six-month period following the date of Employee’s termination of employment shall be accumulated and paid in a lump sum payment on the date that is 60 days six months after the Date of Termination occursor such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to additional taxes and interest. The right to the payments described in this paragraph shall be treated as a right to a series of separate payments for purposes of Section 409A of the Code; and
(DC) during the portion, if any, of the 18twelve-month period following the Date of Termination that Executive Employee elects to continue coverage for Executive Employee and ExecutiveEmployee’s spouse and eligible dependents, if any, dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), and/or sections Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amendedamended (ERISA), the Company shall promptly reimburse Executive Employee on a monthly basis for the difference between the amount Executive Employee pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage under such group health plans. Notwithstanding coverage; provided further, however, if at the time of payment his Termination the Employee had medical coverage by and through his spouse’s employer, in lieu of the above reimbursement, Company will pay to Employee an amount equal to the reimbursement Employee would have been eligible for as described above if he (but no other member of his family) had been covered under the Company’s group health plans and had elected to continue such coverage as permitted under COBRA or ERISA.
(c) Notwithstanding the other provisions of Section 7.1(b)(ii)(B) abovethis Agreement, if Executive the Employee is a specified employee (as such term is defined in section 409A of the Code and as determined by the Company in accordance with any method permitted entitled to compensation under section 409A of the CodeSection 7.1(b) and the payment of the amount described in such Section would be subject Employee subsequently accepts employment with or provides services to additional taxes and interest under section 409A of the Code because the timing of such payment is not delayed as provided in section 409A(a)(2)(B)(i) of the Code and the regulations thereundera third party for compensation on a full-time basis (which shall mean 20 hours or more per week), then such amount (together with interest on a non-compounded basis, from the date such payment would have been made had this payment delay not applied Company’s obligation to pay the Employee any compensation prescribed by Section 7.1(b) shall immediately be reduced by any amounts paid or payable to the actual date of paymentEmployee during such periods pursuant to such employment or service arrangements and, at notwithstanding such reduction, Articles 5, 6, 7 and 8 shall survive and continue to be binding. The Employee agrees promptly to notify the prime rate of interest announced by ▇▇▇▇▇ Fargo Bank, National Association (Company if he accepts any employment or enters into any successor thereto) at its principal office in Charlotte, North Carolina on the date of Executive’s termination of employment (or the first business day following such date if such termination does not occur on a business day)) shall be paid within five business days after the Section 409A Payment Dateservice arrangement as described above that provides Employee with compensation.
Appears in 2 contracts
Sources: Employment Agreement (Cardtronics Inc), Employment Agreement (Cardtronics Inc)
Effect of Termination of Employment on Compensation. (a) If Executive’s employment hereunder shall terminate at the expiration of the term provided in Section 3.1 because Executive provided written notice of non-renewal to the Company, for any reason described in Section 3.2(a), 3.2(b), or 3.2(c) or pursuant to Executive’s resignation for other than Good Reason, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (i) payment of all accrued and unpaid Base Salary to the Date of Termination, (ii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.44.5, (iii) payment of all accrued and unused paid vacation for the calendar year in which the Date of Termination occurs, and (iv) benefits to which Executive is entitled under the terms of any applicable benefit plan or program.
(b) If Executive’s employment hereunder shall terminate at expiration of the term provided in Section 3.1 because the Company provided written notice of non-renewal to Executive, pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2 for any reason other than those encompassed by Section 3.2(a), 3.2(b), or 3.2(c), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (i) Executive shall be entitled to receive the compensation and benefits described in clauses (i) through (iv) of Section 7.1(a) and (ii) if, on the Date of Termination, the Company does not have a right to terminate Executive’s employment under Section 3.2(a), 3.2(b), or 3.2(c) and subject to Executive’s delivery, within 50 days after the Date of Termination, and non-revocation of an executed release substantially in the form of the release contained at Appendix B (the “Release”), Executive shall receive the following additional compensation and benefits from the Company (but no other additional compensation or benefits after such termination):
(A) the Company shall pay to Executive any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination (or, if earlier, the December 31 next following such calendar year) nor later than the December 31 next following such calendar year);
(B) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination nor later than the May 15 next following such calendar year);
(C) the Company shall pay to Executive an amount equal to the Severance Multiple times the sum of (i) Executive’s Base Salary as of the Date of Termination and (ii) 80125% of Executive’s Base Salary as of the Date of Termination, which amount shall be paid in a lump sum payment on the date that is 60 days after the Date of Termination occurs; and
(D) during the portion, if any, of the 18-month period following the Date of Termination that Executive elects to continue coverage for Executive and Executive’s spouse and eligible dependents, if any, under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), and/or sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage under such group health plans. Notwithstanding the time of payment provisions of Section 7.1(b)(ii)(B) above, if Executive is a specified employee (as such term is defined in section 409A of the Code and as determined by the Company in accordance with any method permitted under section 409A of the Code) and the payment of the amount described in such Section would be subject to additional taxes and interest under section 409A of the Code because the timing of such payment is not delayed as provided in section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then such amount (together with interest on a non-compounded basis, from the date such payment would have been made had this payment delay not applied to the actual date of payment, at the prime rate of interest announced by ▇▇▇▇▇ Fargo Bank, National Association (or any successor thereto) at its principal office in Charlotte, North Carolina on the date of Executive’s termination of employment (or the first business day following such date if such termination does not occur on a business day)) shall be paid within five business days after the Section 409A Payment Date.
Appears in 1 contract
Sources: Employment Agreement (Forum Energy Technologies, Inc.)
Effect of Termination of Employment on Compensation. (a) If Executive’s employment hereunder shall terminate terminate: (i) at the expiration of the term provided in Section 3.1 because after Executive provided has given the Company written notice of non-renewal renewal, (ii) pursuant to a termination by the Company, for any reason described in Company pursuant to Section 3.2(a), 3.2(b), or 3.2(c(iii) or pursuant to Executive’s resignation for other than Good Reason, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (iA) payment of all accrued and unpaid Base Salary earned through the Date of Termination as well as any Annual Bonus that has been earned pursuant to Section 4.2 for the calendar year ending on or prior to the Date of TerminationTermination but remains unpaid as of the Date of Termination (which Annual Bonus, if any, shall be paid in a lump sum at the time provided for payment in Section 4.2), (iiB) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.4, (iii) payment of all accrued and unused paid vacation for the calendar year in which the Date of Termination occurs4.5, and (ivC) benefits to which Executive is entitled under the terms of any applicable benefit plan or program.
(b) If Executive’s employment hereunder shall terminate terminate: (i) at the expiration of the term provided in Section 3.1 because after the Company provided has given Executive written notice of non-renewal to Executiverenewal, (ii) pursuant to Executive’s resignation for Good Reason Reason, or (iii) pursuant to a termination by action of the Company pursuant to Section 3.2 for any reason other than those encompassed by Section 3.2(a), 3.2(b), or 3.2(c), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (iA) Executive shall be entitled to receive the compensation and benefits described in clauses (iA) through (ivC) of Section 7.1(a6.1(a), and (B) subject to (1) Executive’s execution and delivery to the Company by the Release Expiration Date (and non-revocation within any time provided to do so) of the Release; and (2) Executive’s abiding by the terms of Articles V and VII, then Executive shall be entitled to receive the payments and benefits set forth in Section 6.1(b)(i), (ii), (iii) and (iiiv) if, below.
(i) The Company shall pay to Executive a total amount equal to the Severance Multiple multiplied by the sum of: (x) Executive’s Base Salary for the year in which such termination occurs and (y) Executive’s then-current target Annual Bonus (such amount being referred to as the “Severance Payment”). The Severance Payment will be divided into 12 substantially equal installments. On the Company’s first regularly scheduled pay date that is on or after the date that is 60 days after Date of Termination, the Company does not have a right to terminate Executive’s employment under Section 3.2(a), 3.2(b), or 3.2(c) and subject to Executive’s delivery, within 50 days after the Date of Termination, and non-revocation of an executed release substantially in the form of the release contained at Appendix B (the “Release”), Executive shall receive the following additional compensation and benefits from the Company (but no other additional compensation or benefits after such termination):
(A) the Company shall pay to Executive any unpaid Annual Bonus for the calendar year ending prior to the Date of TerminationExecutive, which amount shall be payable in without interest, a lump-sum on the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination (or, if earlier, the December 31 next following such calendar year) nor later than the December 31 next following such calendar year);
(B) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year installments equal to the number of days in such year), payable in a lump-sum installments that would have been paid during the period beginning on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination nor later than the May 15 next following such calendar year);
(C) the Company shall pay to Executive an amount equal to the Severance Multiple times the sum of (i) Executive’s Base Salary as of the Date of Termination and (ii) 80% of Executiveending on the Company’s Base Salary as of the Date of Termination, which amount shall be paid in a lump sum payment first regularly scheduled pay date that is on or after the date that is 60 days after the Date of Termination occurshad the installments been paid on a monthly basis commencing on the Company’s first regularly scheduled pay date coincident with or next following the Date of Termination, and each of the remaining installments shall be paid on a monthly basis thereafter; and
(D) during provided, however, that to the portionextent, if any, that the aggregate amount of the 18-month period installments of the Severance Payment that would otherwise be paid pursuant to the preceding provisions of this Section 6.1(b)(i) after March 15 of the calendar year following the calendar year in which the Date of Termination that Executive elects to continue coverage for Executive and Executive’s spouse and eligible dependents, if any, occurs (the “Applicable March 15”) exceeds the maximum exemption amount under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRATreasury Regulation Section 1.409A-1(b)(9)(iii)(A), and/or sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage under such group health plans. Notwithstanding the time of payment provisions of Section 7.1(b)(ii)(B) above, if Executive is a specified employee (as such term is defined in section 409A of the Code and as determined by the Company in accordance with any method permitted under section 409A of the Code) and the payment of the amount described in such Section would be subject to additional taxes and interest under section 409A of the Code because the timing of such payment is not delayed as provided in section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then such amount (together with interest on excess shall be paid to Executive in a non-compounded basis, from the date such payment would have been made had this payment delay not applied to the actual date of payment, at the prime rate of interest announced by ▇▇▇▇▇ Fargo Bank, National Association (or any successor thereto) at its principal office in Charlotte, North Carolina lump sum on the date of Executive’s termination of employment Applicable March 15 (or the first business day following such date preceding the Applicable March 15 if such termination does the Applicable March 15 is not occur on a business day)) and the installments of the Severance Payment payable after the Applicable March 15 shall be paid within five business days reduced by such excess (beginning with the installment first payable after the Section 409A Payment DateApplicable March 15 and continuing with the next succeeding installment until the aggregate reduction equals such excess). As used herein, the “Severance Multiple” shall mean (A) one, if the Date of Termination occurs prior to January 1, 2019 and not upon or following a Corporate Change (as defined in the Stock Incentive Plan); (B) two, if the Date of Termination occurs prior to January 1, 2019 and upon or following a Corporate Change; (C) one and one-half, if the Date of Termination occurs on or after January 1, 2019 and not upon or within the 24-month period immediately following a Corporate Change; and (D) two and one-half if the Date of Termination occurs on or after January 1, 2019 and upon or at any time within the 24-month period immediately following a Corporate Change.
Appears in 1 contract
Effect of Termination of Employment on Compensation. (a) If ExecutiveEmployee’s employment hereunder shall terminate at the expiration of the term provided in Section 3.1 because Executive provided written notice of non-renewal to the Company, Term or for any reason described in Section 3.2(a), 3.2(b), 3.2(c), or 3.2(c) or pursuant to Executive’s resignation for other than Good Reason3.3, then all compensation and all benefits to Executive Employee hereunder shall terminate contemporaneously with such termination of employment, except that Executive Employee shall be entitled to (i) payment of all accrued and unpaid Base Salary to the Date of Termination, (ii) reimbursement for all incurred but unreimbursed expenses for which Executive Employee is entitled to reimbursement in accordance with Section 4.4, and (iii) payment of all accrued and unused paid vacation for the calendar year in which the Date of Termination occurs, and (iv) benefits to which Executive Employee is entitled under the terms of any applicable benefit plan or program.
(b) If ExecutiveEmployee’s employment hereunder shall terminate at expiration of the term provided in Section 3.1 because the Company provided written notice of non-renewal to Executive, pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2 for any reason other than those encompassed by Section Sections 3.2(a), 3.2(b), ) or 3.2(c)) hereof, then all compensation and all benefits to Executive Employee hereunder shall terminate contemporaneously with such termination of employment, except that (i) Executive Employee shall be entitled to receive the compensation and benefits described in clauses (i) through (iviii) of Section 7.1(a) and (ii) if, on the Date of Termination, the Company does not have a right to terminate Executive’s employment under Section 3.2(a), 3.2(b), or 3.2(c) and subject to ExecutiveEmployee’s delivery, within 50 days after the Date date of TerminationEmployee’s termination of employment, and non-revocation of an executed release substantially in the form of the release contained at Appendix B A (the “Release”), Executive Employee shall receive the following additional compensation and benefits from the Company (but no other additional compensation or benefits after such termination):
(A) the Company shall pay to Executive Employee any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on or before the date such annual bonuses are paid to executives similarly situated 8 FORM A employees who have continued employment with the Company (but in no event earlier later than 60 days after the Date of Termination (or, if earlier, the December 31 next following such calendar year) nor later than the December 31 next following such calendar year);
(B) the Company shall continue to pay to Executive a bonus for Employee the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination nor later than the May 15 next following such calendar year);
(C) the Company shall pay to Executive an amount equal to the Severance Multiple times the sum of (i) Executive’s Base Salary as of the Date of Termination for a period of twelve-months following such date; provided, however, that if Employee is a specified employee (as such term is defined in Section 409A of the Code and as determined by the Company in accordance with any method permitted under Section 409A of the Code), then, with respect to any such payments that (x) are not short-term deferrals within the meaning of Section 409A of the Code and (iiy) 80% exceed in the aggregate two times the lesser of ExecutiveEmployee’s Base Salary as annualized compensation based upon Employee’s annual rate of pay for services during the taxable year of Employee preceding the year in which the termination of employment occurs (adjusted for any increase during that year that was expected to continue indefinitely had no termination of employment occurred) or the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Date Code for the year in which the termination of Terminationemployment occurs, which such payments in excess of the amount described in clause (y) above that would otherwise have been paid during the six-month period following the date of Employee’s termination of employment shall be accumulated and paid in a lump sum payment on the date that is 60 days six months after the Date of Termination occursor such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to additional taxes and interest. The right to the payments described in this paragraph shall be treated as a right to a series of separate payments for purposes of Section 409A of the Code; and
(DC) during the portion, if any, of the 18twelve-month period following the Date of Termination that Executive Employee elects to continue coverage for Executive Employee and ExecutiveEmployee’s spouse and eligible dependents, if any, dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), and/or sections Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amendedamended (ERISA), the Company shall promptly reimburse Executive Employee on a monthly basis for the difference between the amount Executive Employee pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage under such group health plans. Notwithstanding coverage; provided further, however, if at the time of payment provisions of Section 7.1(b)(ii)(B) abovehis Termination the Employee had medical coverage by and through his spouse’s employer, if Executive is a specified employee (as such term is defined in section 409A lieu of the Code and as determined by above reimbursement, Company will pay to Employee an amount equal to the Company in accordance with any method permitted under section 409A of the Code) and the payment of the amount described in such Section would be subject to additional taxes and interest under section 409A of the Code because the timing of such payment is not delayed as provided in section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then such amount (together with interest on a non-compounded basis, from the date such payment reimbursement Employee would have been made eligible for as described above if he (but no other member of his family) had this payment delay not applied been covered under the Company’s group health plans and had elected to the actual date of payment, at the prime rate of interest announced by ▇▇▇▇▇ Fargo Bank, National Association (continue such coverage as permitted under COBRA or any successor thereto) at its principal office in Charlotte, North Carolina on the date of Executive’s termination of employment (or the first business day following such date if such termination does not occur on a business day)) shall be paid within five business days after the Section 409A Payment DateERISA.
Appears in 1 contract
Effect of Termination of Employment on Compensation. (a) If Executive’s employment hereunder shall terminate at the expiration of the term provided in Section 3.1 because Executive provided written notice of non-renewal to the Company, for any reason described in Section 3.2(a), 3.2(b), or 3.2(c) or pursuant to Executive’s resignation for other than Good Reason, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (i) payment of all accrued and unpaid Base Salary to the Date of Termination, (ii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.4, (iii) payment of all accrued and unused paid vacation for the calendar year in which the Date of Termination occurs, and (iv) benefits to which Executive is entitled under the terms of any applicable benefit plan or program.
(b) If Executive’s employment hereunder shall terminate at expiration of the term provided in Section 3.1 because the Company provided written notice of non-renewal to Executive, pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2 for any reason other than those encompassed by Section 3.2(a), 3.2(b), or 3.2(c), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (i) Executive shall be entitled to receive the compensation and benefits described in clauses (i) through (iv) of Section 7.1(a) and (ii) if, on the Date of Termination, the Company does not have a right to terminate Executive’s employment under Section 3.2(a), 3.2(b), or 3.2(c) and subject to Executive’s delivery, within 50 days after the Date of Termination, and non-revocation of an executed release substantially in the form of the release contained at Appendix B (the “Release”), Executive shall receive the following additional compensation and benefits from the Company (but no other additional compensation or benefits after such termination):
(A) the Company shall pay to Executive any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination (or, if earlier, the December 31 next following such calendar year) nor later than the December 31 next following such calendar year);
(B) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 and based on the CompanyForum’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination nor later than the May 15 next following such calendar year);
(C) the Company shall pay to Executive an amount equal to the Severance Multiple times the sum of (i) Executive’s Base Salary as of the Date of Termination and (ii) 80% of Executive’s Base Salary as of the Date of Termination, which amount shall be divided into 24 installments payable as follows: (1) if Executive is not a specified employee (as such term is defined in section 409A of the Code and as determined by the Company in accordance with any method permitted under section 409A of the Code), then the first two installments shall be paid in a lump sum payment on the date that is 60 days after the Date of Termination occursand each of the remaining installments shall be paid monthly thereafter; and (2) if Executive is such a specified employee, then on the Section 409A Payment Date Executive shall be paid a number of such installments equal to the number of full months during the period beginning on the Date of Termination and ending on the Section 409A Payment Date and each of the remaining installments shall be paid monthly thereafter; and
(D) during the portion, if any, of the 18-month period following the Date of Termination that Executive elects to continue coverage for Executive and Executive’s spouse and eligible dependents, if any, under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), and/or sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage under such group health plans. Notwithstanding the time of payment provisions of Section 7.1(b)(ii)(B) above, if Executive is a specified employee (as such term is defined in section 409A of the Code and as determined by the Company in accordance with any method permitted under section 409A of the Code) and the payment of the amount described in such Section would be subject to additional taxes and interest under section 409A of the Code because the timing of such payment is not delayed as provided in section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then such amount (together with interest on a non-compounded basis, from the date such payment would have been made had this payment delay not applied to the actual date of payment, at the prime rate of interest announced by ▇▇▇▇▇ Fargo Bank, National Association (or any successor thereto) at its principal office in Charlotte, North Carolina on the date of Executive’s termination of employment (or the first business day following such date if such termination does not occur on a business day)) shall be paid within five business days after the Section 409A Payment Date.
Appears in 1 contract
Sources: Employment Agreement (Forum Energy Technologies, Inc.)
Effect of Termination of Employment on Compensation. (a) If Executive’s employment hereunder shall terminate at the expiration of the term provided in Section 3.1 because Executive provided written notice of non-renewal to the CompanyTerm, for any reason described in Section 3.2(a), 3.2(b), or 3.2(c) or pursuant to Executive’s resignation for other than Good Reason, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (i) payment of all accrued and unpaid Base Salary to the Date of Termination, (ii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.4, and (iii) payment of all accrued and unused paid vacation for the calendar year in which the Date of Termination occurs, and (iv) benefits to which Executive is entitled under the terms of any applicable benefit plan or program.
(b) If Executive’s employment hereunder shall terminate at expiration of the term provided in Section 3.1 because the Company provided written notice of non-renewal to Executive, pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2 for any reason other than those encompassed by Section Sections 3.2(a), 3.2(b), ) or 3.2(c)) hereof, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (i) Executive shall be entitled to receive the compensation and benefits described in clauses (i) through (iviii) of Section 7.1(a) and (ii) if, on the Date of Termination, the Company does not have a right to terminate Executive’s employment under Section 3.2(a), 3.2(b), or 3.2(c) and subject to Executive’s delivery, within 50 days after the Date date of TerminationExecutive’s termination of employment, and non-revocation of an executed release substantially in the form of the release contained at Appendix B A (the “Release”), Executive shall receive the following additional compensation and benefits from the Company (but no other additional compensation or benefits after such termination):
(A) the Company shall pay to Executive any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier later than 60 days after the Date of Termination (or, if earlier, the December 31 next following such calendar year) nor later than the December 31 next following such calendar year);
(B) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 hereof and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination nor later than the May 15 next following such calendar year); provided, however, that if this paragraph applies with respect to an Annual Bonus for a calendar year beginning on or after January 1, 2010, that is intended to constitute performance-based compensation within the meaning of, and for purposes of, Section 162(m) of the Code, then this paragraph shall apply with respect to such Annual Bonus only to the extent the applicable performance criteria have been satisfied as certified by a committee of the Board as required under Section 162(m) of the Code;
(C) the Company shall pay to Executive an amount equal to the Severance Multiple two times the sum of (i) Executive’s Base Salary as of the Date of Termination and (ii) 80% of Executive’s Base Salary as of the Date of TerminationAverage Annual Bonus, which amount shall be divided into and paid in a lump sum payment 48 equal consecutive semi-monthly installments payable on the date that is 60 days after 15th and last day of each of the 24 calendar months following the calendar month in which the Date of Termination occurs; andprovided, however, that if Executive is a specified employee (as such term is defined in Section 409A of the Code and as determined by the Company in accordance with any method permitted under Section 409A of the Code), then, with respect to any payments of such installment amounts that (x) are not short-term deferrals within the meaning of Section 409A of the Code, (y) would be paid during the first six months following the date of Executive’s termination of employment, and (z) exceed in the aggregate during such six-month period two times the lesser of Executive’s annualized compensation based upon Executive’s annual rate of pay for services during the taxable year of Executive preceding the year in which the termination of employment occurs (adjusted for any increase during that year that was expected to continue indefinitely had no termination of employment occurred) or the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the termination of employment occurs, such payments of such installment amounts in excess of the amount described in clause (z) above that would otherwise have been paid during such six-month period shall be accumulated and paid on the date that is six months after the Date of Termination or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to additional taxes and interest. The right to payment of the installment amounts pursuant to this paragraph shall be treated as a right to a series of separate payments for purposes of Section 409A of the Code;
(D) during the portion, if any, of the 18-month period following the Date of Termination that Executive elects to continue coverage for Executive and Executive’s spouse and eligible dependents, if any, dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), and/or sections Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and coverage; and
(E) if the employee contribution amount that active senior executive employees Date of Termination occurs within the Company pay for the same or similar coverage under such group health plans. Notwithstanding the time of payment provisions of Section 7.1(b)(ii)(B) above, if Executive is a specified employee (as such term is defined in section 409A of the Code and as determined by the Company in accordance with any method permitted under section 409A of the Code) and the payment of the amount described in such Section would be subject to additional taxes and interest under section 409A of the Code because the timing of such payment is not delayed as provided in section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then such amount (together with interest on a nonone-compounded basis, from the date such payment would have been made had this payment delay not applied to the actual date of payment, at the prime rate of interest announced by ▇▇▇▇▇ Fargo Bank, National Association (or any successor thereto) at its principal office in Charlotte, North Carolina year period beginning on the date upon which a Change in Control occurs, then the Company shall cause all stock options awarded to Executive by the Parent Company (to the extent vested) to be exercisable for five years following the Date of Executive’s termination Termination (but in no event later than the earlier of employment (the latest date upon which the option could have expired by its original terms under any circumstances or the first business day following such tenth anniversary of the original date if such termination does not occur on a business dayof grant of the option)) shall be paid within five business days after the Section 409A Payment Date.
Appears in 1 contract
Effect of Termination of Employment on Compensation. (a) If Executive’s employment hereunder shall terminate terminate: (i) at the expiration of the term provided in Section 3.1 because after Executive provided has given the Company written notice of non-renewal renewal, (ii) pursuant to a termination by the Company, for any reason described in Company pursuant to Section 3.2(a), 3.2(b), or 3.2(c(iii) or pursuant to Executive’s resignation for other than Good Reason, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (iA) payment of all accrued and unpaid Base Salary earned through the Date of Termination as well as any Annual Bonus that has been earned pursuant to Section 4.2 for the calendar year ending on or prior to the Date of TerminationTermination but remains unpaid as of the Date of Termination (which Annual Bonus, if any, shall be paid in a lump sum at the time provided for payment in Section 4.2), (iiB) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.4, (iii) payment of all accrued and unused paid vacation for the calendar year in which the Date of Termination occurs4.5, and (ivC) benefits to which Executive is entitled under the terms of any applicable benefit plan or program.
(b) If Executive’s employment hereunder shall terminate terminate: (i) at the expiration of the term provided in Section 3.1 because after the Company provided has given Executive written notice of non-renewal to Executiverenewal, (ii) pursuant to Executive’s resignation for Good Reason Reason, or (iii) pursuant to a termination by action of the Company pursuant to Section 3.2 for any reason other than those encompassed by Section 3.2(a), 3.2(b), or 3.2(c), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (iA) Executive shall be entitled to receive the compensation and benefits described in clauses (iA) through (ivC) of Section 7.1(a6.1(a), and (B) subject to (1) Executive’s execution and delivery to the Company by the Release Expiration Date (and non-revocation within any time provided to do so) of the Release; and (2) Executive’s abiding by the terms of Articles V and VII, then Executive shall be entitled to receive the payments and benefits set forth in Section 6.1(b)(i), (ii), (iii) and (iiiv) ifbelow.
(i) The Company shall pay to Executive a total amount equal to the Severance Multiple multiplied by the sum of: (x) Executive’s Base Salary for the year in which such termination occurs and (y) Executive’s then-current target Annual Bonus, which for purposes of this clause (y), shall be deemed to be not less than 100% of Executive’s Base Salary for the year in which such termination occurs (such amount being referred to as the “Severance Payment”). The Severance Payment will be divided into 12 substantially equal installments. On the Company’s first regularly scheduled pay date that is on or after the date that is 60 days after Date of Termination, the Company does not have a right to terminate Executive’s employment under Section 3.2(a), 3.2(b), or 3.2(c) and subject to Executive’s delivery, within 50 days after the Date of Termination, and non-revocation of an executed release substantially in the form of the release contained at Appendix B (the “Release”), Executive shall receive the following additional compensation and benefits from the Company (but no other additional compensation or benefits after such termination):
(A) the Company shall pay to Executive any unpaid Annual Bonus for the calendar year ending prior to the Date of TerminationExecutive, which amount shall be payable in without interest, a lump-sum on the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination (or, if earlier, the December 31 next following such calendar year) nor later than the December 31 next following such calendar year);
(B) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year installments equal to the number of days in such year), payable in a lump-sum installments that would have been paid during the period beginning on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination nor later than the May 15 next following such calendar year);
(C) the Company shall pay to Executive an amount equal to the Severance Multiple times the sum of (i) Executive’s Base Salary as of the Date of Termination and (ii) 80% of Executiveending on the Company’s Base Salary as of the Date of Termination, which amount shall be paid in a lump sum payment first regularly scheduled pay date that is on or after the date that is 60 days after the Date of Termination occurshad the installments been paid on a monthly basis commencing on the Company’s first regularly scheduled pay date coincident with or next following the Date of Termination, and each of the remaining installments shall be paid on a monthly basis thereafter; and
(D) during provided, however, that to the portionextent, if any, that the aggregate amount of the 18-month period installments of the Severance Payment that would otherwise be paid pursuant to the preceding provisions of this Section 6.1(b)(i) after March 15 of the calendar year following the calendar year in which the Date of Termination that Executive elects to continue coverage for Executive and Executive’s spouse and eligible dependents, if any, occurs (the “Applicable March 15”) exceeds the maximum exemption amount under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRATreasury Regulation Section 1.409A-1(b)(9)(iii)(A), and/or sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage under such group health plans. Notwithstanding the time of payment provisions of Section 7.1(b)(ii)(B) above, if Executive is a specified employee (as such term is defined in section 409A of the Code and as determined by the Company in accordance with any method permitted under section 409A of the Code) and the payment of the amount described in such Section would be subject to additional taxes and interest under section 409A of the Code because the timing of such payment is not delayed as provided in section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then such amount (together with interest on excess shall be paid to Executive in a non-compounded basis, from the date such payment would have been made had this payment delay not applied to the actual date of payment, at the prime rate of interest announced by ▇▇▇▇▇ Fargo Bank, National Association (or any successor thereto) at its principal office in Charlotte, North Carolina lump sum on the date of Executive’s termination of employment Applicable March 15 (or the first business day following such date if such termination does not occur on a business day)) shall be paid within five business days after preceding the Section 409A Payment Date.Applicable March 15
Appears in 1 contract
Effect of Termination of Employment on Compensation. (a) If Executive’s employment hereunder shall terminate at the expiration of the term provided in Section 3.1 because Executive provided written notice of non-renewal to the CompanyTerm, for any reason described in Section 3.2(a), 3.2(b), or 3.2(c) or pursuant to Executive’s resignation for other than Good Reason, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (i) payment of all accrued and unpaid Base Salary to the Date of Termination, (ii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.4, and (iii) payment of all accrued and unused paid vacation for the calendar year in which the Date of Termination occurs, and (iv) benefits to which Executive is entitled under the terms of any applicable benefit plan or program.
(b) If Executive’s employment hereunder shall terminate at expiration of the term provided in Section 3.1 because the Company provided written notice of non-renewal to Executive, pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2 for any reason other than those encompassed by Section Sections 3.2(a), 3.2(b), ) or 3.2(c)) hereof, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (i) Executive shall be entitled to receive the compensation and benefits described in clauses (i) through (iviii) of Section 7.1(a) and (ii) if, on the Date of Termination, the Company does not have a right to terminate Executive’s employment under Section 3.2(a), 3.2(b), or 3.2(c) and subject to Executive’s delivery, within 50 days after the Date date of TerminationExecutive’s termination of employment, and non-revocation of an executed release substantially in the form of the release contained at Appendix B A (the “Release”), Executive shall receive the following additional compensation and benefits from the Company (but no other additional compensation or benefits after such termination):
(A) the Company shall pay to Executive any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier later than 60 days after the Date of Termination (or, if earlier, the December 31 next following such calendar year) nor later than the December 31 next following such calendar year);
(B) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 hereof and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination nor later than the May 15 next following such calendar year); provided, however, that if this paragraph applies with respect to an Annual Bonus for a calendar year beginning on or after January 1, 2010, that is intended to constitute performance-based compensation within the meaning of, and for purposes of, Section 162(m) of the Code, then this paragraph shall apply with respect to such Annual Bonus only to the extent the applicable performance criteria have been satisfied as certified by a committee of the Board as required under Section 162(m) of the Code;
(C) the Company shall pay to Executive an amount equal to the Severance Multiple two times the sum of (i) Executive’s Base Salary as of the Date of Termination and (ii) 80% of Executive’s Base Salary as of the Date of TerminationAverage Annual Bonus, 10 which amount shall be divided into and paid in a lump sum payment 48 equal consecutive semi-monthly installments payable on the date that is 60 days after 15th and last day of each of the 24 calendar months following the calendar month in which the Date of Termination occurs; andprovided, however, that if Executive is a specified employee (as such term is defined in Section 409A of the Code and as determined by the Company in accordance with any method permitted under Section 409A of the Code), then, with respect to any payments of such installment amounts that (x) are not short-term deferrals within the meaning of Section 409A of the Code, (y) would be paid during the first six months following the date of Executive’s termination of employment, and (z) exceed in the aggregate during such six-month period two times the lesser of Executive’s annualized compensation based upon Executive’s annual rate of pay for services during the taxable year of Executive preceding the year in which the termination of employment occurs (adjusted for any increase during that year that was expected to continue indefinitely had no termination of employment occurred) or the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the termination of employment occurs, such payments of such installment amounts in excess of the amount described in clause (z) above that would otherwise have been paid during such six-month period shall be accumulated and paid on the date that is six months after the Date of Termination or such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to additional taxes and interest. The right to payment of the installment amounts pursuant to this paragraph shall be treated as a right to a series of separate payments for purposes of Section 409A of the Code;
(D) during the portion, if any, of the 18-month period following the Date of Termination that Executive elects to continue coverage for Executive and Executive’s spouse and eligible dependents, if any, dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), and/or sections Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and coverage; and
(E) if the employee contribution amount that active senior executive employees Date of Termination occurs within the Company pay for the same or similar coverage under such group health plans. Notwithstanding the time of payment provisions of Section 7.1(b)(ii)(B) above, if Executive is a specified employee (as such term is defined in section 409A of the Code and as determined by the Company in accordance with any method permitted under section 409A of the Code) and the payment of the amount described in such Section would be subject to additional taxes and interest under section 409A of the Code because the timing of such payment is not delayed as provided in section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then such amount (together with interest on a nonone-compounded basis, from the date such payment would have been made had this payment delay not applied to the actual date of payment, at the prime rate of interest announced by ▇▇▇▇▇ Fargo Bank, National Association (or any successor thereto) at its principal office in Charlotte, North Carolina year period beginning on the date upon which a Change in Control occurs, then the Company shall cause all stock options awarded to Executive by the Parent Company (to the extent vested) to be exercisable for five years following the Date of Executive’s termination Termination (but in no event later than the earlier of employment (the latest date upon which the option could have expired by its original terms under any circumstances or the first business day following such tenth anniversary of the original date if such termination does not occur on a business dayof grant of the option)) shall be paid within five business days after the Section 409A Payment Date.
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Effect of Termination of Employment on Compensation. (a) If ExecutiveEmployee’s employment hereunder shall terminate at the expiration of the term provided in Section 3.1 because Executive provided written notice of non-renewal to the Company, Term or for any reason described in Section 3.2(a), 3.2(b), 3.2(c), or 3.2(c) or pursuant to Executive’s resignation for other than Good Reason3.3, then all compensation and all benefits to Executive Employee hereunder shall terminate contemporaneously with such termination of employment, except that Executive Employee shall be entitled to (i) payment of all accrued and unpaid Base Salary to the Date of Termination, (ii) reimbursement for all incurred but unreimbursed expenses for which Executive Employee is entitled to reimbursement in accordance with Section 4.4, and (iii) payment of all accrued and unused paid vacation for the calendar year in which the Date of Termination occurs, and (iv) benefits to which Executive Employee is entitled under the terms of any applicable benefit plan or program.
(b) If ExecutiveEmployee’s employment hereunder shall terminate at expiration of the term provided in Section 3.1 because the Company provided written notice of non-renewal to Executive, pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2 for any reason other than those encompassed by Section Sections 3.2(a), 3.2(b), ) or 3.2(c)) hereof, then all compensation and all benefits to Executive Employee hereunder shall terminate contemporaneously with such termination of employment, except that (i) Executive Employee shall be entitled to receive the compensation and benefits described in clauses (i) through (iviii) of Section 7.1(a) and (ii) if, on the Date of Termination, the Company does not have a right to terminate Executive’s employment under Section 3.2(a), 3.2(b), or 3.2(c) and subject to ExecutiveEmployee’s delivery, within 50 days after the Date date of TerminationEmployee’s termination of employment, and non-revocation of an executed release substantially in the form of the release contained at Appendix B A (the “Release”), Executive Employee shall receive the following additional compensation and benefits from the Company (but no other additional compensation or benefits after such termination):
(A) the Company shall pay to Executive Employee any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on or before the date such annual bonuses are paid to executives similarly situated employees who have continued employment with the Company (but in no event earlier later than 60 days after the Date of Termination (or, if earlier, the December 31 next following such calendar year) nor later than the December 31 next following such calendar year);
(B) the Company shall continue to pay to Executive a bonus for Employee the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination nor later than the May 15 next following such calendar year);
(C) the Company shall pay to Executive an amount equal to the Severance Multiple times the sum of (i) Executive’s Base Salary as of the Date of Termination for a period of six-months following such date; provided, however, that if Employee is a specified employee (as such term is defined in Section 409A of the Code and as determined by the Company in accordance with any method permitted under Section 409A of the Code), then, with respect to any such payments that (x) are not short-term deferrals within the meaning of Section 409A of the Code and (iiy) 80% exceed in the aggregate two times the lesser of ExecutiveEmployee’s Base Salary as annualized compensation based upon Employee’s annual rate of pay for services during the taxable year of Employee preceding the year in which the termination of employment occurs (adjusted for any increase during that year that was expected to continue indefinitely had no termination of employment occurred) or the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Date Code for the year in which the termination of Terminationemployment occurs, which such payments in excess of the amount described in clause (y) above that would otherwise have been paid during the six-month period following the date of Employee’s termination of employment shall be accumulated and paid in a lump sum payment on the date that is 60 days six months after the Date of Termination occursor such earlier date upon which such amount can be paid or provided under Section 409A of the Code without being subject to additional taxes and interest. The right to the payments described in this paragraph shall be treated as a right to a series of separate payments for purposes of Section 409A of the Code; and
(DC) during the portion, if any, of the 18six-month period following the Date of Termination that Executive Employee elects to continue coverage for Executive Employee and ExecutiveEmployee’s spouse and eligible dependents, if any, dependents under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), and/or sections Sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall promptly reimburse Executive Employee on a monthly basis for the difference between the amount Executive Employee pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage under such group health plans. Notwithstanding the time of payment provisions of Section 7.1(b)(ii)(B) above, if Executive is a specified employee (as such term is defined in section 409A of the Code and as determined by the Company in accordance with any method permitted under section 409A of the Code) and the payment of the amount described in such Section would be subject to additional taxes and interest under section 409A of the Code because the timing of such payment is not delayed as provided in section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then such amount (together with interest on a non-compounded basis, from the date such payment would have been made had this payment delay not applied to the actual date of payment, at the prime rate of interest announced by ▇▇▇▇▇ Fargo Bank, National Association (or any successor thereto) at its principal office in Charlotte, North Carolina on the date of Executive’s termination of employment (or the first business day following such date if such termination does not occur on a business day)) shall be paid within five business days after the Section 409A Payment Datecoverage.
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Effect of Termination of Employment on Compensation. (a) If Executive’s employment hereunder shall terminate at the expiration of the term provided in Section 3.1 because Executive provided written notice of non-renewal to the Company, for any reason described in Section 3.2(a), 3.2(b), or 3.2(c) or pursuant to Executive’s resignation for other than Good Reason, then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that Executive shall be entitled to (i) payment of all accrued and unpaid Base Salary to the Date of Termination, (ii) reimbursement for all incurred but unreimbursed expenses for which Executive is entitled to reimbursement in accordance with Section 4.44.6, (iii) payment of all accrued and unused paid vacation for the calendar year in which the Date of Termination occurs, and (iv) benefits to which Executive is entitled under the terms of any applicable benefit plan or program.
(b) If Executive’s employment hereunder shall terminate at expiration of the term provided in Section 3.1 because the Company provided written notice of non-renewal to Executive, pursuant to Executive’s resignation for Good Reason or by action of the Company pursuant to Section 3.2 for any reason other than those encompassed by Section 3.2(a), 3.2(b), or 3.2(c), then all compensation and all benefits to Executive hereunder shall terminate contemporaneously with such termination of employment, except that (i) Executive shall be entitled to receive the compensation and benefits described in clauses (i) through (iv) of Section 7.1(a) and (ii) if, on the Date of Termination, the Company does not have a right to terminate Executive’s employment under Section 3.2(a), 3.2(b), or 3.2(c) and subject to Executive’s delivery, within 50 days after the Date of Termination, and non-revocation of an executed release substantially in the form of the release contained at Appendix B (the “Release”), Executive shall receive the following additional compensation and benefits from the Company (but no other additional compensation or benefits after such termination):
(A) the Company shall pay to Executive any unpaid Annual Bonus for the calendar year ending prior to the Date of Termination, which amount shall be payable in a lump-sum on the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination (or, if earlier, the December 31 next following such calendar year) nor later than the December 31 next following such calendar year);
(B) the Company shall pay to Executive a bonus for the calendar year in which the Date of Termination occurs in an amount equal to the Annual Bonus for such year as determined in good faith by the Board in accordance with the criteria established pursuant to Section 4.2 4.3 and based on the Company’s performance for such year, which amount shall be prorated through and including the Date of Termination (based on the ratio of the number of days Executive was employed by the Company during such year to the number of days in such year), payable in a lump-sum on or before the date such annual bonuses are paid to executives who have continued employment with the Company (but in no event earlier than 60 days after the Date of Termination nor later than the May 15 next following such calendar year);
(C) the Company shall pay to Executive an amount equal to the Severance Multiple times the sum of (i) Executive’s Base Salary as of the Date of Termination and (ii) 80100% of Executive’s Base Salary as of the Date of Termination, which amount shall be paid in a lump sum payment on the date that is 60 days after the Date of Termination occurs; and
(D) during the portion, if any, of the 18-month period following the Date of Termination that Executive elects to continue coverage for Executive and Executive’s spouse and eligible dependents, if any, under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), and/or sections 601 through 608 of the Employee Retirement Income Security Act of 1974, as amended, the Company shall promptly reimburse Executive on a monthly basis for the difference between the amount Executive pays to effect and continue such coverage and the employee contribution amount that active senior executive employees of the Company pay for the same or similar coverage under such group health plans. Notwithstanding the time of payment provisions of Section 7.1(b)(ii)(B) above, if Executive is a specified employee (as such term is defined in section 409A of the Code and as determined by the Company in accordance with any method permitted under section 409A of the Code) and the payment of the amount described in such Section would be subject to additional taxes and interest under section 409A of the Code because the timing of such payment is not delayed as provided in section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then such amount (together with interest on a non-compounded basis, from the date such payment would have been made had this payment delay not applied to the actual date of payment, at the prime rate of interest announced by ▇▇▇▇▇ Fargo Bank, National Association (or any successor thereto) at its principal office in Charlotte, North Carolina on the date of Executive’s termination of employment (or the first business day following such date if such termination does not occur on a business day)) shall be paid within five business days after the Section 409A Payment Date.
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Sources: Employment Agreement (Forum Energy Technologies, Inc.)