Effect of Termination Without Cause. (a) In the event that the Executive's employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), the Company shall pay to the Executive; (i) any installment of his Base Salary which is accrued and unpaid as of the date the termination of the Executive’s employment becomes effective, less applicable payroll and withholding taxes, which payment shall be made in one lump sum on the first Pay Date following the effective date of such termination; and (ii) if the Executive is entitled to payment of an annual bonus under the terms of the MICP for the calendar year ending immediately prior to the calendar year in which his employment is terminated and such bonus has not been paid to the Executive prior to the date his employment is terminated, the Company shall pay the amount of any such bonus to the Executive, less applicable payroll and withholding taxes, on the same date that bonuses under the MICP for the calendar year ending immediately prior to the calendar year in which the termination of the Executive’s employment becomes effective are paid. (a) In addition to the amounts described in Section 6.02(a) above, in the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), provided that, within forty-five (45) days following the date the Company delivers to the Executive a waiver and release in the standard form used by the Company (hereinafter the “Waiver and Release”), the Executive executes and delivers such Waiver and Release to the Company and does not revoke such Waiver and Release as permitted by the Waiver and Release, the Company shall pay to the Executive an amount (less applicable payroll and withholding taxes) equal to: (i) one and seventy five hundredths (1.75) multiplied by (ii) the Executive’s then applicable Base Salary, of which amount, an amount equal to the Executive’s then applicable Base Salary shall be paid in twelve (12) consecutive calendar months and in substantially equal installments beginning on the Pay Date as determined pursuant to the following provisions of this Section 6.02(b) and the remaining portion of which (equal to seventy five hundredths (.75) of the Executive’s Base Salary) shall be paid to the Executive in one lump sum payment, less applicable payroll and withholding taxes, on the Pay Date as determined pursuant to the following provisions of this Section 6.02(b). If the date on which the termination of the Executive’s employment becomes effective occurs at any time during the period beginning on December 23 of a calendar year and ending on November 8 of the immediately following calendar year, payment of the lump sum payment and the first installment of the Executive’s Base Salary provided for by the preceding sentence shall be made on the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver and Release to the Company. In the event that the date on which the termination of the Executive’s employment becomes effective occurs at any time between November 9 and December 22 of a calendar year, the date on which the payments required to be made to the Executive by the first sentence of this Section 6.02(b) shall begin (in the case of the installments provided for) and be made (in the case of the lump sum payment provided for) on the first Pay Date which occurs after the end of the calendar year or, if later, the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver and Release to the Company. (b) Notwithstanding anything to the contrary contained in Section 6.02(b), the payments to be made to the Executive pursuant to this Section 6.02 in connection with a termination of his employment without Cause are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). Accordingly, to the extent that the payments to be made to the Executive pursuant to this Section 6.02 and any other payments payable to the Executive in connection with the Executive’s involuntary separation from service do not qualify for or otherwise exceed the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the U.S. Treasury or the IRS, the portion of the payments required to be made to the Executive pursuant to this Section 6.02 and the portion of any other payments to be made to the Executive in connection with his involuntary separation from service which do not qualify for or otherwise exceed any such limit, as determined by the Company in its sole discretion, shall be paid no later than the fifteenth (15th) day of the third (3rd) month following the end of the tax year in which the date the termination of the Executive’s employment becomes effective. (c) After the amounts required to be paid to the Executive by Section 6.02(a) and Section 6.02(b) have been paid, the Company shall have no further obligation to pay the Executive any additional Base Salary, compensation or bonuses and, except as otherwise provided in Section 6.06 hereof, no further obligation to pay to or to provide the Executive any other benefits.
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Effect of Termination Without Cause. (a) or Executive's Resignation -------------------------------------------------------------- for Good Reason. In the event that (i) the Company terminates Executive's employment --------------- with the Company without cause; or (ii) Executive resigns for Good Reason; or (iii) Executive's termination is terminated due to death or disability, Executive shall be entitled to his then existing Base Salary for a period of eighteen (18) months from the date of termination payable in accordance with the Company's regular payroll schedule and reasonable business expenses incurred prior to the date of termination. In addition, Executive shall be entitled to (i) his annual bonus, including the cash value of shares issued, prorated to his date of termination, and (ii) immediate and full vesting of all outstanding stock options granted through the termination date. To the extent that Executive and/or any of his dependents is eligible to, and timely elects to receive continuation coverage under any group health plan providing medical, dental, vision, prescription drug, wellness or other health care or medical coverage which is subject to the provisions of part 6 of Title I of ERISA ("COBRA") the Company shall timely reimburse Executive and/or any of his dependents to the extent permitted by law for any premiums required for such coverage for up to eighteen (18) months from date of termination. This payment of premiums by the Company is not intended to alter in any way the provisions of any group health plan of the Company, without Cause and all time limits, effects of subsequent coverage and all other relevant provisions of any such plan remain unchanged and shall control Executive's (and his dependent's) entitlement to coverage or benefits under such plan. Should any or all of the payments made pursuant to Section 3.03 hereof), this Employment Agreement be determined by the Company to be a parachute payment under Section 280G of the Internal Revenue Code, then such payments shall pay be limited to an amount that will not cause a parachute excise tax. Upon the termination of Executive; (i) 's employment without cause or Executive's Resignation for Good Reason, neither Executive nor his beneficiary or estate shall have any installment further rights or claims against the Company except as provided in this Section 4.5 and Executive's right to receive his unpaid portion of his Base Salary which is earned through the Date of Termination; reimbursement for any expenses; payment of all unused personal days accrued and unpaid as of the date the termination of the Executive’s employment becomes effective, less applicable payroll and withholding taxes, which payment shall be made in one lump sum on the first Pay Date following the effective date of such terminationper Company policy; and (ii) if the Executive is entitled to payment of an annual bonus under the terms of the MICP for the calendar year ending immediately prior to the calendar year in which his employment is terminated and such bonus has not been paid to the Executive prior to the date his employment is terminated, the Company shall pay the amount of any such bonus to the Executive, less applicable payroll and withholding taxes, on the same date that bonuses under the MICP for the calendar year ending immediately prior to the calendar year in which the termination of the Executive’s employment becomes effective are paid.
(a) In addition to the amounts described in Section 6.02(a) above, in the event that the Executive’s employment is terminated by the Company, without Cause (rights pursuant to Section 3.03 hereof), provided that, within forty-five (45) days following the date the Company delivers to the Executive a waiver and release in the standard form used by the Company (hereinafter the “Waiver and Release”), the Executive executes and delivers such Waiver and Release to the Company and does not revoke such Waiver and Release as permitted by the Waiver and Release, the Company shall pay to the Executive an amount (less applicable payroll and withholding taxes) equal to: (i) one and seventy five hundredths (1.75) multiplied by (ii) the Executive’s then applicable Base Salary, of which amount, an amount equal to the Executive’s then applicable Base Salary shall be paid in twelve (12) consecutive calendar months and in substantially equal installments beginning on the Pay Date as determined pursuant to the following provisions of this Section 6.02(b) and the remaining portion of which (equal to seventy five hundredths (.75) of the Executive’s Base Salary) shall be paid to the Executive in one lump sum payment, less applicable payroll and withholding taxes, on the Pay Date as determined pursuant to the following provisions of this Section 6.02(b). If the date on which the termination of the Executive’s employment becomes effective occurs at any time during the period beginning on December 23 of a calendar year and ending on November 8 of the immediately following calendar year, payment of the lump sum payment and the first installment of the Executive’s Base Salary provided for by the preceding sentence shall be made on the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver and Release to the Company. In the event that the date on which the termination of the Executive’s employment becomes effective occurs at any time between November 9 and December 22 of a calendar year, the date on which the payments required to be made to the Executive by the first sentence of this Section 6.02(b) shall begin (in the case of the installments provided for) and be made (in the case of the lump sum payment provided for) on the first Pay Date which occurs after the end of the calendar year or, if later, the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver and Release to the Company's benefit or retirement plans.
(b) Notwithstanding anything to the contrary contained in Section 6.02(b), the payments to be made to the Executive pursuant to this Section 6.02 in connection with a termination of his employment without Cause are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). Accordingly, to the extent that the payments to be made to the Executive pursuant to this Section 6.02 and any other payments payable to the Executive in connection with the Executive’s involuntary separation from service do not qualify for or otherwise exceed the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the U.S. Treasury or the IRS, the portion of the payments required to be made to the Executive pursuant to this Section 6.02 and the portion of any other payments to be made to the Executive in connection with his involuntary separation from service which do not qualify for or otherwise exceed any such limit, as determined by the Company in its sole discretion, shall be paid no later than the fifteenth (15th) day of the third (3rd) month following the end of the tax year in which the date the termination of the Executive’s employment becomes effective.
(c) After the amounts required to be paid to the Executive by Section 6.02(a) and Section 6.02(b) have been paid, the Company shall have no further obligation to pay the Executive any additional Base Salary, compensation or bonuses and, except as otherwise provided in Section 6.06 hereof, no further obligation to pay to or to provide the Executive any other benefits.
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Effect of Termination Without Cause. (ai) In the event that If the Executive's ’s employment with the Company is terminated by the Company, Company without Cause Cause:
(A) the Company will provide the Executive with six (6) months’ notice prior to terminating the Executive’s employment. The Company can elect at its sole discretion to provide the Executive with payment in lieu of notice or to place Executive on Garden Leave pursuant to Section 3.03 hereof4(g), .
(B) the Company shall pay to the Executive; Executive the Accrued Amounts;
(iC) any installment of his Base Salary which is accrued and unpaid so long as of the date the termination of the Executive’s employment becomes effective, less applicable payroll and withholding taxes, which payment shall be made in one lump sum on the first Pay Date following the effective date of such termination; and (ii) if the Executive is entitled to payment of an annual bonus under the terms of the MICP for the calendar year ending immediately prior to the calendar year in which his employment is terminated and such bonus has not been paid to the Executive prior to the date his employment is terminated, the Company shall pay the amount of any such bonus to the Executive, less applicable payroll and withholding taxes, on the same date that bonuses under the MICP for the calendar year ending immediately prior to the calendar year in which the termination of the Executive’s employment becomes effective are paid.
(a) In addition to the amounts described in Section 6.02(a) above, in the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereofcomplies with Sections 5(c), provided that, within forty-five (455(d) days following the date the Company delivers to the Executive a waiver and release in the standard form used by the Company (hereinafter the “Waiver and Release”), the Executive executes and delivers such Waiver and Release to the Company and does not revoke such Waiver and Release as permitted by the Waiver and Release5(e) of this Agreement, the Company shall pay to the Executive an amount (less applicable payroll and withholding taxesthe “Severance Payment”) equal to: (i) one and seventy five hundredths (1.75) multiplied by (ii) the Executive’s then applicable Base Salary, of which amount, an amount equal to the Executive’s then applicable Base Salary shall be paid in twelve (12) consecutive calendar 18 months and in substantially equal installments beginning on the Pay Date as determined pursuant to the following provisions of this Section 6.02(b) and the remaining portion of which (equal to seventy five hundredths (.75) of the Executive’s annual Base Salary, an amount equivalent to Executive’s annual benefits(excluding Section 3(g)), and an equivalent of amount of bonus / incentive received during the immediate preceding two (2) years as in effect on the Termination Date, which amount shall be paid to the Executive payable in one lump sum payment, equal installments (less applicable payroll withholdings and withholding taxesdeductions) over a period of 12 months following the Termination Date (the “Severance Payment Period”), and commencing on the Pay first payroll period (the “Initial Payment”) occurring on or after the 60th day following the Termination Date as determined pursuant to (the following provisions of this Section 6.02(b“Severance Delay Period”). If ; provided, that the date on Initial Payment shall include payment for any payroll periods which occur during the termination Severance Delay Period, and the remaining payments shall continue for the remainder of the Executive’s employment becomes effective occurs at any time during Severance Payment Period with the period beginning on December 23 of a calendar year and ending on November 8 of the immediately following calendar year, payment of the lump sum payment and the first installment of same frequency as the Executive’s Base Salary provided for by the preceding sentence shall be made on the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver was paid prior to such termination; and Release to the Company. In the event that the date on which the termination of the Executive’s employment becomes effective occurs at any time between November 9 and December 22 of a calendar year, the date on which the payments required to be made to the Executive by the first sentence of this Section 6.02(b) shall begin (in the case of the installments provided for) and be made (in the case of the lump sum payment provided for) on the first Pay Date which occurs after the end of the calendar year or, if later, the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver and Release to the Company.
(b) Notwithstanding anything to the contrary contained in Section 6.02(b), the payments to be made to the Executive Payments pursuant to this Section 6.02 4(d) shall be in connection with a termination of his employment without Cause are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). Accordingly, to the extent that the payments to be made to the Executive pursuant to this Section 6.02 and any other payments payable to the Executive in connection with the Executive’s involuntary separation from service do not qualify for or otherwise exceed the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the U.S. Treasury or the IRS, the portion of the payments required to be made to the Executive pursuant to this Section 6.02 and the portion lieu of any other payments to be made to severance benefits that the Executive in connection with his involuntary separation from service which do not qualify for may be eligible to receive under the Company’s or otherwise exceed any such limit, as determined by of the Company in its sole discretion, shall be paid no later than the fifteenth (15th) day of the third (3rd) month following the end of the tax year in which the date the termination of the ExecutiveGroup’s employment becomes effectivebenefit plans or programs.
(cii) After As a condition to receiving the amounts required payments or benefits provided for in Section 4(d)(i)(C) the Executive agrees to be paid sign and deliver to the Executive by Section 6.02(a) Company a release in a form attached hereto as Exhibit B and Section 6.02(b) have been paid, delivered to the Company shall have no further obligation to pay within five (5) business days of the Executive any additional Base SalaryTermination Date, compensation or bonuses and, except as otherwise provided in Section 6.06 hereof, no further obligation to pay to or to provide which must become effective within sixty (60) days following the Executive any other benefitsTermination Date.
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Effect of Termination Without Cause. (a) In If the event that Employee’s employment with the Executive's employment Company is terminated by the Company, Company without Cause Cause:
(a) the Company will provide the Employee with 6 (six) months’ notice prior to terminating the Employee’s employment. The Company can elect at its sole discretion to provide the Employee with payment in lieu of notice or to place Employee on Garden Leave pursuant to Section 3.03 hereofclause 14.7 hereinbelow;
(b) the Company shall pay to the Employee the Accrued Amounts;
(c) so long as the Employee complies with clauses 10 (Non-Compete), 11 (Non-Solicitation) and 12 (Confidentiality And Non-Disclosure) of this Contract, the Company shall pay to the Executive; Employee an amount (ithe “Severance Payment”) any installment of his Base Salary which is accrued and unpaid as equal to 18 (eighteen) months of the date Employee’s Annual Salary, an amount equivalent to Employee’s annual benefits (excluding clause 5.4) and an equivalent of amount of bonus / incentive received during the termination of immediate preceding 2 (two) years as in effect on the Executive’s employment becomes effectiveTermination Date, which amount shall be payable in equal instalments (less applicable payroll withholdings and withholding taxesdeductions) over a period of 12 (twelve) months following the Termination Date (the “Severance Payment Period”), which payment shall be made in one lump sum and commencing on the first Pay Date payroll period (the “Initial Payment”) occurring on or after the 60th day following the effective date Termination Date (the “Severance Delay Period”); provided, that the Initial Payment shall include payment for any payroll periods which occur during the Severance Delay Period, and the remaining payments shall continue for the remainder of the Severance Payment Period with the same frequency as the Employee’s Annual Salary was paid prior to such termination; and ;
(iid) if Payments pursuant to this clause 14.4 shall be in lieu of any other severance benefits that the Executive is entitled Employee may be eligible to payment of an annual bonus receive under the terms Company’s or any of the MICP for the calendar year ending immediately prior to the calendar year in which his employment is terminated and such bonus has not been paid to the Executive prior to the date his employment is terminated, the Company shall pay the amount of any such bonus to the Executive, less applicable payroll and withholding taxes, on the same date that bonuses under the MICP for the calendar year ending immediately prior to the calendar year in which the termination of the ExecutiveGroup’s employment becomes effective are paidbenefit plans or programs.
(ae) In addition As a condition to receiving the payments or benefits provided for hereinabove, the Employee agrees to sign and deliver to the amounts described Company a release in Section 6.02(aa form attached hereto as Schedule 2 and delivered to the Company within 5 (five) aboveBusiness Days of the Termination Date, in the event that the Executive’s employment is terminated by the Company, without Cause which must become effective within 60 (pursuant to Section 3.03 hereof), provided that, within forty-five (45sixty) days following the date the Company delivers to the Executive a waiver and release in the standard form used by the Company (hereinafter the “Waiver and Release”), the Executive executes and delivers such Waiver and Release to the Company and does not revoke such Waiver and Release as permitted by the Waiver and Release, the Company shall pay to the Executive an amount (less applicable payroll and withholding taxes) equal to: (i) one and seventy five hundredths (1.75) multiplied by (ii) the Executive’s then applicable Base Salary, of which amount, an amount equal to the Executive’s then applicable Base Salary shall be paid in twelve (12) consecutive calendar months and in substantially equal installments beginning on the Pay Date as determined pursuant to the following provisions of this Section 6.02(b) and the remaining portion of which (equal to seventy five hundredths (.75) of the Executive’s Base Salary) shall be paid to the Executive in one lump sum payment, less applicable payroll and withholding taxes, on the Pay Date as determined pursuant to the following provisions of this Section 6.02(b). If the date on which the termination of the Executive’s employment becomes effective occurs at any time during the period beginning on December 23 of a calendar year and ending on November 8 of the immediately following calendar year, payment of the lump sum payment and the first installment of the Executive’s Base Salary provided for by the preceding sentence shall be made on the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver and Release to the Company. In the event that the date on which the termination of the Executive’s employment becomes effective occurs at any time between November 9 and December 22 of a calendar year, the date on which the payments required to be made to the Executive by the first sentence of this Section 6.02(b) shall begin (in the case of the installments provided for) and be made (in the case of the lump sum payment provided for) on the first Pay Date which occurs after the end of the calendar year or, if later, the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver and Release to the CompanyTermination Date.
(b) Notwithstanding anything to the contrary contained in Section 6.02(b), the payments to be made to the Executive pursuant to this Section 6.02 in connection with a termination of his employment without Cause are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). Accordingly, to the extent that the payments to be made to the Executive pursuant to this Section 6.02 and any other payments payable to the Executive in connection with the Executive’s involuntary separation from service do not qualify for or otherwise exceed the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the U.S. Treasury or the IRS, the portion of the payments required to be made to the Executive pursuant to this Section 6.02 and the portion of any other payments to be made to the Executive in connection with his involuntary separation from service which do not qualify for or otherwise exceed any such limit, as determined by the Company in its sole discretion, shall be paid no later than the fifteenth (15th) day of the third (3rd) month following the end of the tax year in which the date the termination of the Executive’s employment becomes effective.
(c) After the amounts required to be paid to the Executive by Section 6.02(a) and Section 6.02(b) have been paid, the Company shall have no further obligation to pay the Executive any additional Base Salary, compensation or bonuses and, except as otherwise provided in Section 6.06 hereof, no further obligation to pay to or to provide the Executive any other benefits.
Appears in 1 contract
Effect of Termination Without Cause. (ai) In the event that If the Executive's ’s employment with the Company is terminated by the CompanyCompany without Cause:
(A) the Company will provide the Executive with six (6) months’ notice prior to terminating the Executive’s employment. The Company can elect, without Cause (at its sole discretion, to provide the Executive with payment in lieu of notice or to place Executive on Garden Leave pursuant to Section 3.03 hereof4(g), .
(B) the Company shall pay to the Executive; Executive the Accrued Amounts;
(iC) any installment of his Base Salary which is accrued and unpaid so long as of the date the termination of the Executive’s employment becomes effective, less applicable payroll and withholding taxes, which payment shall be made in one lump sum on the first Pay Date following the effective date of such termination; and (ii) if the Executive is entitled to payment of an annual bonus under the terms of the MICP for the calendar year ending immediately prior to the calendar year in which his employment is terminated and such bonus has not been paid to the Executive prior to the date his employment is terminated, the Company shall pay the amount of any such bonus to the Executive, less applicable payroll and withholding taxes, on the same date that bonuses under the MICP for the calendar year ending immediately prior to the calendar year in which the termination of the Executive’s employment becomes effective are paid.
(a) In addition to the amounts described in Section 6.02(a) above, in the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereofcomplies with Sections 5(c), provided that, within forty-five (455(d) days following the date the Company delivers to the Executive a waiver and release in the standard form used by the Company (hereinafter the “Waiver and Release”), the Executive executes and delivers such Waiver and Release to the Company and does not revoke such Waiver and Release as permitted by the Waiver and Release5(e) of this Agreement, the Company shall pay to the Executive an amount (less applicable payroll and withholding taxesthe “Severance Payment”) equal to: to six (i6) one and seventy five hundredths (1.75) multiplied by (ii) months of the Executive’s then applicable annual Base Salary, of which amount, Salary as in effect on the Termination Date and an amount equal equivalent to the Executiveexecutive’s then applicable Base Salary annual benefits, which amount shall be paid payable in equal installments (less applicable withholdings and deductions) over a period of twelve (12) consecutive calendar months following the Termination Date (the “Severance Payment Period”), and in substantially equal installments beginning commencing on the Pay first payroll period (the “Initial Payment”) occurring on or after the 60th day following the Termination Date as determined pursuant to (the following provisions of this Section 6.02(b) “Severance Delay Period”); provided, that the Initial Payment shall include payment for any payroll periods which occur during the Severance Delay Period, and the remaining portion of which (equal to seventy five hundredths (.75) payments shall continue for the remainder of the Executive’s Base Salary) shall be paid to Severance Payment Period with the Executive in one lump sum payment, less applicable payroll and withholding taxes, on the Pay Date same frequency as determined pursuant to the following provisions of this Section 6.02(b). If the date on which the termination of the Executive’s employment becomes effective occurs at any time during the period beginning on December 23 of a calendar year and ending on November 8 of the immediately following calendar year, payment of the lump sum payment and the first installment of the Executive’s Base Salary provided for by the preceding sentence shall be made on the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver was paid prior to such termination; and Release to the Company. In the event that the date on which the termination of the Executive’s employment becomes effective occurs at any time between November 9 and December 22 of a calendar year, the date on which the payments required to be made to the Executive by the first sentence of this Section 6.02(b) shall begin (in the case of the installments provided for) and be made (in the case of the lump sum payment provided for) on the first Pay Date which occurs after the end of the calendar year or, if later, the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver and Release to the Company.
(b) Notwithstanding anything to the contrary contained in Section 6.02(b), the payments to be made to the Executive Payments pursuant to this Section 6.02 4(d) shall be in connection with a termination of his employment without Cause are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). Accordingly, to the extent that the payments to be made to the Executive pursuant to this Section 6.02 and any other payments payable to the Executive in connection with the Executive’s involuntary separation from service do not qualify for or otherwise exceed the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the U.S. Treasury or the IRS, the portion of the payments required to be made to the Executive pursuant to this Section 6.02 and the portion lieu of any other payments to be made to severance benefits that the Executive in connection with his involuntary separation from service which do not qualify for may be eligible to receive under the Company’s or otherwise exceed any such limit, as determined by of the Company in its sole discretion, shall be paid no later than the fifteenth (15th) day of the third (3rd) month following the end of the tax year in which the date the termination of the ExecutiveGroup’s employment becomes effectivebenefit plans or programs.
(cii) After As a condition to receiving the amounts required payments or benefits provided for in Section 4(d)(i)(C) the Executive agrees to be paid sign and deliver to the Executive by Section 6.02(a) Company a release in a form attached hereto as Exhibit B and Section 6.02(b) have been paid, delivered to the Company shall have no further obligation to pay within five (5) business days of the Executive any additional Base SalaryTermination Date, compensation or bonuses and, except as otherwise provided in Section 6.06 hereof, no further obligation to pay to or to provide which must become effective within sixty (60) days following the Executive any other benefitsTermination Date.
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Effect of Termination Without Cause. (a) (a) In the event that the Executive's ’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), the Company shall pay to the Executive; (i) any installment of his Base Salary which is accrued and unpaid as of the date the termination of the Executive’s employment becomes effective, less applicable payroll and withholding taxes, which payment shall be made in one lump sum on the first Pay Date following the effective date of such termination; and (ii) if the Executive is entitled to payment of an annual bonus under the terms of the MICP for the calendar year ending immediately prior to the calendar year in which his employment is terminated and such bonus has not been paid to the Executive prior to the date his employment is terminated, the Company shall pay the amount of any such bonus to the Executive, less applicable payroll and withholding taxes, on the same date that bonuses under the MICP for the calendar year ending immediately prior to the calendar year in which the termination of the Executive’s employment becomes effective are paid.
(ab) In addition to the amounts described in Section 6.02(a) above, in the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), provided that, within forty-five (45) days following the date the Company delivers to the Executive a waiver and release in the standard form used by the Company (hereinafter the “Waiver and Release”), the Executive executes and delivers such Waiver and Release to the Company and does not revoke such Waiver and Release as permitted by the Waiver and Release, the Company shall pay to the Executive an amount (less applicable payroll and withholding taxes) equal to: (i) one and seventy five hundredths (1.75) multiplied by (ii) the Executive’s then applicable Base Salary, of which amount, an amount equal to the Executive’s then applicable Base Salary shall be paid in twelve (12) consecutive calendar months and in substantially equal installments beginning on the Pay Date as determined pursuant to the following provisions of this Section 6.02(b) and the remaining portion of which (equal to seventy five hundredths (.75) of the Executive’s Base Salary) shall be paid to the Executive in one lump sum payment, less applicable payroll and withholding taxes, on the Pay Date as determined pursuant to the following provisions of this Section 6.02(b). If the date on which the termination of the Executive’s employment becomes effective occurs at any time during the period beginning on December 23 of a calendar year and ending on November 8 of the immediately following calendar year, payment of the lump sum payment and the first installment of the Executive’s Base Salary provided for by the preceding sentence shall be made on the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver and Release to the Company. In the event that the date on which the termination of the Executive’s employment becomes effective occurs at any time between November 9 and December 22 of a calendar year, the date on which the payments required to be made to the Executive by the first sentence of this Section 6.02(b) shall begin (in the case of the installments provided for) and be made (in the case of the lump sum payment provided for) on the first Pay Date which occurs after the end of the calendar year or, if later, the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver and Release to the Company.
(bc) Notwithstanding anything to the contrary contained in Section 6.02(b), the payments to be made to the Executive pursuant to this Section 6.02 in connection with a termination of his employment without Cause are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). Accordingly, to the extent that the payments to be made to the Executive pursuant to this Section 6.02 and any other payments payable to the Executive in connection with the Executive’s involuntary separation from service do not qualify for or otherwise exceed the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the U.S. Treasury or the IRS, the portion of the payments required to be made to the Executive pursuant to this Section 6.02 and the portion of any other payments to be made to the Executive in connection with his involuntary separation from service which do not qualify for or otherwise exceed any such limit, as determined by the Company in its sole discretion, shall be paid no later than the fifteenth (15th) day of the third (3rd) month following the end of the tax year in which the date the termination of the Executive’s employment becomes effective.
(cd) After the amounts required to be paid to the Executive by Section 6.02(a) and Section 6.02(b) have been paid, the Company shall have no further obligation to pay the Executive any additional Base Salary, compensation or bonuses and, except as otherwise provided in Section 6.06 hereof, no further obligation to pay to or to provide the Executive any other benefits.
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Effect of Termination Without Cause. (a) In the event that the Executive's If Employee’s employment is terminated by the CompanyCompany at any time before December 31, without 2012 other than for Cause (pursuant to Section 3.03 hereofas defined herein below), the Company shall pay to the Executive; (i) any installment of Employee, as severance, his Base Salary which is accrued and unpaid or her gross monthly salary in effect as of the date of such termination (the termination of the Executive’s employment becomes effective“Termination Date”), less applicable payroll withholdings and withholding taxesdeductions required by law, or otherwise agreed to by the parties (the “Severance Amount”) for a period of eighteen (18) months. The number of months over which payment the Severance Amount shall be made paid shall hereinafter be referred to as the “Severance Period”. The Severance Amount shall be paid in one monthly installments during the Severance Period in accordance with the Company’s customary payroll practices by check or direct deposit until paid in full and may contain a pro rata payment for any partial month or to account for any prepaid, but unearned salary. Notwithstanding the foregoing, any severance payments that otherwise would be due after the second anniversary of the Termination Date shall be paid in a lump sum on the first Pay Date following Company’s regular payroll date immediately preceding said second anniversary, together with any other severance payment due on that date. Payment of the severance benefits provided for under this Agreement shall be contingent upon Employee’s timely execution, and nonrevocation, of a General Release and Separation Agreement substantially in the form attached hereto as Exhibit A. Payment of the severance benefits provided for under this Agreement shall not commence prior to the effective date of such termination; said General Release and Separation Agreement. For the purposes of this Section 2, “Cause” shall be deemed to exist upon:
(i) the conviction of Employee for, or the entry of a plea of guilty or nolo contendere by Employee to, a felony charge or any crime involving moral turpitude;
(ii) if Unlawful conduct on the Executive is entitled part of Employee that may reasonably be considered to payment of an annual bonus under the terms of the MICP for the calendar year ending immediately prior to the calendar year in which his employment is terminated and such bonus has not been paid to the Executive prior to the date his employment is terminated, reflect negatively on the Company shall pay or compromise the amount effective performance of any such bonus to the Executive, less applicable payroll and withholding taxes, on the same date that bonuses under the MICP for the calendar year ending immediately prior to the calendar year in which the termination of the ExecutiveEmployee’s employment becomes effective are paid.
(a) In addition to the amounts described in Section 6.02(a) above, in the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), provided that, within forty-five (45) days following the date the Company delivers to the Executive a waiver and release in the standard form used by the Company (hereinafter the “Waiver and Release”), the Executive executes and delivers such Waiver and Release to the Company and does not revoke such Waiver and Release as permitted by the Waiver and Release, the Company shall pay to the Executive an amount (less applicable payroll and withholding taxes) equal to: (i) one and seventy five hundredths (1.75) multiplied by (ii) the Executive’s then applicable Base Salary, of which amount, an amount equal to the Executive’s then applicable Base Salary shall be paid in twelve (12) consecutive calendar months and in substantially equal installments beginning on the Pay Date as determined pursuant to the following provisions of this Section 6.02(b) and the remaining portion of which (equal to seventy five hundredths (.75) of the Executive’s Base Salary) shall be paid to the Executive in one lump sum payment, less applicable payroll and withholding taxes, on the Pay Date as determined pursuant to the following provisions of this Section 6.02(b). If the date on which the termination of the Executive’s employment becomes effective occurs at any time during the period beginning on December 23 of a calendar year and ending on November 8 of the immediately following calendar year, payment of the lump sum payment and the first installment of the Executive’s Base Salary provided for by the preceding sentence shall be made on the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver and Release to the Company. In the event that the date on which the termination of the Executive’s employment becomes effective occurs at any time between November 9 and December 22 of a calendar year, the date on which the payments required to be made to the Executive by the first sentence of this Section 6.02(b) shall begin (in the case of the installments provided for) and be made (in the case of the lump sum payment provided for) on the first Pay Date which occurs after the end of the calendar year or, if later, the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver and Release to the Company.
(b) Notwithstanding anything to the contrary contained in Section 6.02(b), the payments to be made to the Executive pursuant to this Section 6.02 in connection with a termination of his employment without Cause are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). Accordingly, to the extent that the payments to be made to the Executive pursuant to this Section 6.02 and any other payments payable to the Executive in connection with the Executive’s involuntary separation from service do not qualify for or otherwise exceed the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the U.S. Treasury or the IRS, the portion of the payments required to be made to the Executive pursuant to this Section 6.02 and the portion of any other payments to be made to the Executive in connection with his involuntary separation from service which do not qualify for or otherwise exceed any such limit, duties as determined by the Company in its sole discretion, shall be paid no later than ;
(iii) Employee’s willful misconduct in connection with his or her duties or willful failure to use reasonable effort to perform substantially his or her responsibilities in the fifteenth (15th) day best interest of the third Company (3rdincluding, without limitation, breach by the Employee of this Agreement), except in cases involving Employee’s mental or physical incapacity or disability;
(iv) month following the end Employee’s willful violation of the tax year Company’s Business Ethics Policy or any other Company policy that may reasonably be considered to reflect negatively on the Company or compromise the effective performance of Employee’s duties as determined by the Company in which its sole discretion;
(v) fraud, material dishonesty, or gross misconduct in connection with the date Company perpetrated by Employee;
(vi) Employee undertaking a position in competition with Company;
(vii) Employee having caused substantial harm to the termination Company with intent to do so or as a result of gross negligence in the performance of his or her duties; or
(viii) Employee having wrongfully and substantially enriched himself or herself at the expense of the Executive’s employment becomes effectiveCompany.
(c) After the amounts required to be paid to the Executive by Section 6.02(a) and Section 6.02(b) have been paid, the Company shall have no further obligation to pay the Executive any additional Base Salary, compensation or bonuses and, except as otherwise provided in Section 6.06 hereof, no further obligation to pay to or to provide the Executive any other benefits.
Appears in 1 contract
Sources: Severance Agreement (Albany International Corp /De/)
Effect of Termination Without Cause. (ai) In the event that If the Executive's ’s employment with the Company is terminated by the CompanyCompany without Cause:
(A) the Company will provide the Executive with six (6) months’ notice prior to terminating the Executive’s employment. The Company can elect, without Cause (at its sole discretion, to provide the Executive with payment in lieu of notice or to place Executive on Garden Leave pursuant to Section 3.03 hereof4(h), .
(B) the Company shall pay to the Executive; Executive the Accrued Amounts;
(iC) any installment of his Base Salary which is accrued and unpaid so long as of the date the termination of the Executive’s employment becomes effective, less applicable payroll and withholding taxes, which payment shall be made in one lump sum on the first Pay Date following the effective date of such termination; and (ii) if the Executive is entitled to payment complies with Sections 5(c) of an annual bonus under the terms of the MICP for the calendar year ending immediately prior to the calendar year in which his employment is terminated and such bonus has not been paid to the Executive prior to the date his employment is terminated, the Company shall pay the amount of any such bonus to the Executive, less applicable payroll and withholding taxes, on the same date that bonuses under the MICP for the calendar year ending immediately prior to the calendar year in which the termination of the Executive’s employment becomes effective are paid.
(a) In addition to the amounts described in Section 6.02(a) above, in the event that the Executive’s employment is terminated by the Company, without Cause (pursuant to Section 3.03 hereof), provided that, within forty-five (45) days following the date the Company delivers to the Executive a waiver and release in the standard form used by the Company (hereinafter the “Waiver and Release”), the Executive executes and delivers such Waiver and Release to the Company and does not revoke such Waiver and Release as permitted by the Waiver and Releasethis Agreement, the Company shall pay to the Executive an amount (less applicable payroll and withholding taxesthe “Severance Payment”) equal to: (i) one and seventy five hundredths (1.75) multiplied by (ii) the Executive’s then applicable Base Salary, of which amount, an amount equal to the Executive’s then applicable Base Salary shall be paid in twelve (12) consecutive calendar 18 months and in substantially equal installments beginning on the Pay Date as determined pursuant to the following provisions of this Section 6.02(b) and the remaining portion of which (equal to seventy five hundredths (.75) of the Executive’s annual Base Salary) , an amount equivalent to executive’s annual benefits. Severance Payment will include, and an equivalent amount of bonus/incentive received during the immediate preceding two years. Severance Payment shall be paid to the Executive payable in one lump sum payment, equal installments (less applicable payroll withholdings and withholding taxesdeductions) over a period of 12 months following the Termination Date (the “Severance Payment Period”), and commencing on the Pay first payroll period (the “Initial Payment”) occurring on or after the 60th day following the Termination Date as determined pursuant to (the following provisions of this Section 6.02(b“Severance Delay Period”). If ; provided, that the date on Initial Payment shall include payment for any payroll periods which occur during the termination Severance Delay Period, and the remaining payments shall continue for the remainder of the Executive’s employment becomes effective occurs at any time during Severance Payment Period with the period beginning on December 23 of a calendar year and ending on November 8 of the immediately following calendar year, payment of the lump sum payment and the first installment of same frequency as the Executive’s Base Salary provided for by the preceding sentence shall be made on the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver was paid prior to such termination; and Release to the Company. In the event that the date on which the termination of the Executive’s employment becomes effective occurs at any time between November 9 and December 22 of a calendar year, the date on which the payments required to be made to the Executive by the first sentence of this Section 6.02(b) shall begin (in the case of the installments provided for) and be made (in the case of the lump sum payment provided for) on the first Pay Date which occurs after the end of the calendar year or, if later, the first Pay Date which occurs after the end of the eight (8) day period beginning on the date the Executive delivers the executed Waiver and Release to the Company.
(b) Notwithstanding anything to the contrary contained in Section 6.02(b), the payments to be made to the Executive Payments pursuant to this Section 6.02 4(d) shall be in connection with a termination of his employment without Cause are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii). Accordingly, to the extent that the payments to be made to the Executive pursuant to this Section 6.02 and any other payments payable to the Executive in connection with the Executive’s involuntary separation from service do not qualify for or otherwise exceed the limit set forth in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A) or any similar limit promulgated by the U.S. Treasury or the IRS, the portion of the payments required to be made to the Executive pursuant to this Section 6.02 and the portion lieu of any other payments to be made to severance benefits that the Executive in connection with his involuntary separation from service which do not qualify for may be eligible to receive under the Company’s or otherwise exceed any such limit, as determined by of the Company in its sole discretion, shall be paid no later than the fifteenth (15th) day of the third (3rd) month following the end of the tax year in which the date the termination of the ExecutiveGroup’s employment becomes effectivebenefit plans or programs.
(cii) After As a condition to receiving the amounts required payments or benefits provided for in Section 4(d)(i)(C) the Executive agrees to be paid sign and deliver to the Executive by Section 6.02(a) Company a release in a form attached hereto as Exhibit B and Section 6.02(b) have been paid, delivered to the Company shall have no further obligation to pay within five (5) business days of the Executive any additional Base SalaryTermination Date, compensation or bonuses and, except as otherwise provided in Section 6.06 hereof, no further obligation to pay to or to provide which must become effective within sixty (60) days following the Executive any other benefitsTermination Date.
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