Effects of Termination. (a) Upon termination of the Employee’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of termination. (b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.” (c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”. (d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act. (e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 6 contracts
Sources: Employment Agreement (NextPlat Corp), Employment Agreement (Orbsat Corp), Employment Agreement (Orbsat Corp)
Effects of Termination. (a) Upon expiration or termination of the Employee’s employment this Agreement for any reason other than by DURECT pursuant to Section 5(a)(i) or (ii)15.3, and provided that PTI has commenced marketing of the Licensed Product hereunder, PTI and its Affiliates and Sublicensees shall have the right to continue to sell all inventory of the Licensed Product in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision country for a period of twelve (12) [* * *] months following from and after the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the effective date of death or Total Disability earned prior such termination. Royalties consistent with the provisions of Section 9.5 shall continue to the date of terminationpaid to DURECT with respect to such continuing sales.
(b) Upon With respect to any country for which the rights granted to PTI under Section 8.1 have expired, or have been terminated pursuant to this Agreement with respect to a Licensed Product, nothing in this Agreement (including Section 8.4(a)) shall be deemed to prevent DURECT from developing, making, having made, using or selling in such country a product in the Field incorporating the Opioid Drug incorporated in such Licensed Product to the extent that DURECT would have otherwise had the right to do so. Likewise, upon the expiration or termination of this Agreement; in its entirety, nothing in this Agreement shall be deemed to prevent DURECT from developing, making, having made, using or selling products in the Employee’s employment pursuant Field incorporating an Opioid Drug to the extent that DURECT would have otherwise had the right to do so. For clarity, nothing in this Section 5(a)(iii), where the Corporation has offered 15.5(b) is intended to renew the term grant any rights to DURECT under any intellectual property of PTI nor is intended to relieve DURECT from any of the Employee’s employment for an additional one surviving obligations hereunder including those obligations under Article XIII.
(1c) year period and In the Employee chooses not to continue in the employ event of the Corporationtermination or expiration of this Agreement (or any country within the Territory) by PTI, PTI shall pay DURECT in accordance with the Employee shall be entitled to receive only the accrued but unpaid compensation terms hereof all amounts due and payable under this Agreement through the date of termination and any other benefits accrued for all costs not refundable to him under any Benefit Plans outstanding at such time and DURECT in respect of which DURECT reasonably made commitments in connection with the reimbursement performance of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after its obligations hereunder before the date of termination delivery of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis such notice of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”termination.
(d) Upon termination Termination or expiration of the Employee’s employment pursuant to Section 5(a)(iv) this Agreement shall not relieve any Party of any obligations or (vi), in addition liabilities arising prior to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the effective date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Actor expiration.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 4 contracts
Sources: Development and License Agreement (Durect Corp), Development and License Agreement (Pain Therapeutics Inc), Development and License Agreement (Pain Therapeutics Inc)
Effects of Termination. (a) Upon termination of In the Employee’s event that Executive's employment is terminated pursuant to Section 5(a)(i5(a) or hereof, (i) Executive's employment hereunder shall immediately cease, (ii), in addition ) the Corporation shall pay to the Executive his accrued but and unpaid compensation salary, accrued vacation time and expense reimbursement through the date of death or Total Disability termination in accordance with the Corporation's usual procedures and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, (iii) all options shall be entitled treated in accordance with the terms of the applicable stock incentive plan and stock option agreement pursuant to which such options were granted. Once the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time amounts referred to time by the Corporation to its senior Employees; and in clause (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan are paid, however, the Corporation shall have no further obligation to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of terminationExecutive.
(b) Upon termination of In the Employee’s event that Executive's employment is terminated pursuant to Section 5(a)(iii5(b) hereof, (i) Executive's employment hereunder shall cease in accordance with Section 5(b), where (ii) the Corporation has offered shall pay to renew the term of the Employee’s employment for an additional one (1) year period Executive his accrued and the Employee chooses not to continue in the employ of the Corporationunpaid salary, the Employee shall be entitled to receive only the accrued but unpaid compensation vacation time and expense reimbursement through the date of termination and any other benefits accrued (except subject to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In Section 3(f) hereof in the event of disability) in accordance with the Corporation tenders Corporation's usual procedures, (iii) options shall be treated in accordance with the terms of the applicable stock incentive plan and stock option agreement pursuant to which such options were granted and (iv) in the event of the death of Executive, any and all options (whether vested or unvested) shall be transferred in accordance with Executive's will and become exercisable for a Nonperiod of thirty-Renewal Notice six (36) months from the date of death, subject to the Employee, then terms of the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Causeapplicable stock incentive plan.”
(c) Upon termination of In the Employee’s event that Executive's employment pursuant to Section 5(a)(v) or hereunder is terminated by the Corporation other than pursuant to Section 5(a)(i5(a) or (b), 5(a)(ii)then:
(i) Executive shall be entitled to receive, 5(a)(iii)and the Corporation shall continue to pay to Executive, 5(a)(iv), or 5(a)(vithe annual salary specified in Section 3(a) (i.e., without “Cause”), in addition to for the accrued but unpaid compensation and vacation pay through the end remainder of the Term or any then applicable extension for six months (whichever is longer) payment of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee which shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid made in a single one lump sum payment not later than sixty within thirty (6030) days following such terminationafter the termination date net of applicable deductions and withholdings, less withholding of all applicable taxes; (ii) continued provision Executive shall be entitled, during the period for a period of twelve (12) months after which such severance payment is being paid, to receive all benefits under the date of termination Corporation's medical insurance, disability insurance, life insurance and other benefit plans as are then in effect for executives of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis all options shall be treated in accordance with the terms of any bonus or other payments earned in connection with any bonus the applicable stock incentive plan and stock option agreement pursuant to which the Employee was a participant as of such options were granted, except that all then exercisable options and all then unexercisable options shall immediately become exercisable on the date of termination, and all of the Employee’s termination same shall remain exercisable in accordance with the terms of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”applicable plan and agreement.
(d) Upon termination of In the Employee’s event that Executive's employment pursuant to Section 5(a)(iv) or (vi)hereunder is terminated by Executive, in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: then:
(i) the Corporation shall pay to the Executive his accrued and unpaid Base Salary salary, accrued vacation time and expense reimbursement through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; termination in accordance with the Corporation's usual procedures and (ii) continued provision, for a period of one (1) month after all options shall be treated in accordance with the date terms of the Employee’s termination of employment, of benefits under Benefit Plans extended applicable stock incentive plan and stock option agreement pursuant to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Actwhich such options were granted.
(e) Any payments required Executive's obligations pursuant to be made hereunder by the Corporation to the Employee Sections 7 and 8 hereof shall continue to the Employee’s beneficiaries in the event survive any termination of his death until paid in fullthis Agreement for any reason whatsoever.
Appears in 4 contracts
Sources: Employment Agreement (Lithium Technology Corp), Employment Agreement (Lithium Technology Corp), Employment Agreement (Lithium Technology Corp)
Effects of Termination. (a) Upon Paragraph 9.3 notwithstanding, upon any cessation or termination of employment under this Agreement, all further rights of the Employee’s Employee to employment pursuant to Section 5(a)(i) or (ii)and compensation and benefits from the Company under this Agreement will cease, in addition to except that the accrued Company shall pay the Employee the following:
a. Any amount of base salary earned by, but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such datenot yet paid to, the Employee through the last date of the Employment Period;
b. Any annual bonus, or his estate portion thereof, that is earned by, but not yet paid to, the Employee through the Termination Date;
c. All reimbursable expenses due, or beneficiariesbut not paid, as applicable, shall be entitled to the following severance benefits: Employee as of the Termination Date in accordance with Section 3.4 hereof;
d. All benefits (ior an amount equivalent thereto) continued provision for a period that have been earned by or vested in, and are payable to, the Employee under, and subject to the terms of, the employee-benefit plans or arrangements of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned Company in connection with any bonus plan to which the Employee was a participant as of participated through the date of death or Total Disability earned prior to the date of termination.
(b) Upon termination of the Employee’s employment pursuant to Termination Date in accordance with Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period 3.5 hereof; and the Employee chooses not to continue Any amount due under clause b. above in this Section 9.5 shall be paid in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination same manner and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to on the same severance benefits date as would have occurred if the Employee’s employment were terminated pursuant to under this Agreement had not ceased. Any amount due under clause d. above in this Section 5(a)(v); provided, however, if 9.5 shall be paid in accordance with the terms of the employee-benefit plans or arrangements under which such Non-Renewal Notice was triggered amounts are due to the CorporationEmployee. Any amounts due under clause c. of this Section 9.5 shall be paid in accordance with the terms of the Company’s statement that policies, practices, and procedures regarding reimbursable expenses. Except as modified in paragraph 9.3 hereof for the payment of such amounts when due, the Company shall have no further obligation or liability under this Agreement for any other compensation, payment, or benefit to the Employee. The stock option agreements between the Parties and the plan shall govern the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent outstanding stock options upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), after cessation or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options Also upon cessation or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant hereunder (unless the Employee continues otherwise to Section 5(a)(v) or be employed by the Corporation without “Cause”.
Company), the Employee (d1) Upon termination of shall return to the Company the leased vehicle provided for the Employee’s employment pursuant to use in accordance with Section 5(a)(iv3.6 hereof, and (2) shall resign or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled deemed to the following severance benefits: (i) accrued and unpaid Base Salary through the date have resigned from any position as an officer or director, or both, of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date subsidiary or affiliate of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation ActCompany.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 4 contracts
Sources: Employment Agreement (Mannatech Inc), Employment Agreement (Mannatech Inc), Employment Agreement (Mannatech Inc)
Effects of Termination. (a) Upon termination of the Employee’s Executive's employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his Executive's estate or beneficiaries, as applicable, beneficiaries shall be entitled to the following severance benefits: (i) three (3) months' Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes; and (ii) continued provision for a period of twelve one (121) months year following the Employee’s Executive's death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives.
(b) Upon termination of the Executive's employment pursuant to Section 5(a)(ii), the Executive shall be entitled to the following severance benefits: (i) thirty-six (36) months' Base Salary at the then current rate, to be paid from the date of termination until paid in full in accordance with the Corporation's usual practices, including the withholding of all applicable taxes; (ii) continued provision during said thirty-six (36) month period of the benefits under Benefit Plans extended from time to time by the Corporation to its senior executives; and (iiiii) payment on a pro-rated prorated basis of any bonus or other payments earned in connection with any the Corporation's then-existing bonus plan to which in place at the Employee was a participant as of the date of death or Total Disability earned prior to the date time of termination. The Corporation may credit against such amounts any proceeds paid to Executive with respect to any disability policy maintained for his benefit.
(bc) Upon termination of the Employee’s Executive's employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s Executive's employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such datetime. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the Employee’s Executive's employment were terminated pursuant to Section 5(a)(v5(a)(iv) or Section 5(a)(vi); providedPROVIDED, howeverHOWEVER, if such Non-Renewal Notice was triggered due to the Corporation’s 's statement that the Employee’s Executive's employment was terminated due to Section 5(a)(vi5(a)(v) (for “"Cause”"), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “"Cause.”"
(cd) Upon termination of the Employee’s Executive's employment pursuant to Section 5(a)(v5(a)(iv) or other than pursuant to Section 5(a)(i(vi), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on twelve (12) months' Base Salary at the then current scale of Employee’s Base Salary, equal to six months of Base Salaryrate, to be paid upon the date of termination of employment in a single lump sum payment not later than sixty (60) days following such terminationmonthly installments, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (iii) payment on a pro-rated prorated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the Employee’s Executive's termination of employment. In addition, any options or restricted stock shall be immediately vested upon .
(e) Upon termination of Employee’s the Executive's employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vivii), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s Executive's termination of employment, of benefits under Benefit Plans extended to the Employee Executive at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(ef) The Executive shall be obligated to seek other employment in order to mitigate his damages resulting from his discharge pursuant to Sections 5(a)(iv), (v), (vi) or (vii), provided that such employment need not be taken at a level below chief operating officer of a subsequent company. Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the Employee’s Executive's beneficiaries in the event of his death until paid in full.
Appears in 4 contracts
Sources: Employment Agreement (Darwin Resources Corp.), Employment Agreement (Darwin Resources Corp.), Employment Agreement (Darwin Resources Corp.)
Effects of Termination. (a) Upon termination of a. In the Employee’s event that Executive's employment is terminated pursuant to Section 5(a)(i4(a) or (ii)4(d) hereof, in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and Executive's employment hereunder shall immediately cease, (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan the Company shall pay to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of termination.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii)Executive his accrued and unpaid salary, where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period accrued vacation time and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation expense reimbursement through the date of termination in accordance with the Company's usual procedures, and any other benefits accrued (iii) all then non-exercisable stock options shall immediately and automatically terminate. Once the amounts referred to him under any Benefit Plans outstanding at such time and in clause (ii) are paid, however, the reimbursement of documented, unreimbursed expenses incurred prior Corporation shall have no further obligation to such date. Executive.
b. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s that Executive's employment were is terminated pursuant to Section 5(a)(v4(b) hereof as a result of Executive's death, (i) Executive's employment hereunder shall cease in accordance with Section 4(b), (ii) the Company shall pay to Executive his accrued and unpaid salary, accrued vacation time and expense reimbursement through the date of termination in accordance with the Company's usual procedures, (iii) all then non-exercisable stock options shall immediately and automatically terminate, and (iv) any vested options shall be transferred in accordance with Executive's will; provided, however, PROVIDED that nothing in this paragraph (b) shall alter any right of Executive (or his legal representative) to receive death benefits provided in accordance with the terms of a benefit plan in which Executive participates if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s Executive's employment was is terminated due pursuant to Section 5(a)(vi4(b) hereof.
c. In the event that Executive's employment is terminated pursuant to Section 4(b) hereof as a result of Executive's disability, (i) the Company shall pay to Executive his accrued and unpaid salary, accrued vacation time and expense reimbursement through the date of termination in accordance with the Company's usual procedures, (ii) the Company shall continue to pay to Executive his Base Salary, and all associated benefits, for “Cause”)a period of six months following such date of termination, then payment in accordance with the Company's usual procedures; (iii) any nonexercisable stock options which would otherwise have become vested in accordance with their terms within such six-month period if Executive's employment shall have continued shall be vested; and (iv) any stock options which are not vested at the end of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
such six-month period shall automatically terminate at the end of such six-month period; PROVIDED that nothing in this paragraph (c) Upon termination shall alter any right of Executive (or his legal representative) to receive disability benefits provided in accordance with the Employee’s terms of a benefit plan in which Executive participates if Executive's employment is terminated pursuant to Section 5(a)(v4(b) or hereof.
d. In the event that Executive's employment hereunder is terminated by the Company other than pursuant to Section 5(a)(i4(a) or (b) or if Executive's employment is terminated pursuant to Section 4(c), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vithen:
(i) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to receive, and the Company shall continue to pay to Executive, the Base Salary specified in Section 3(a) for one year following severance benefits: (i) a cash payment, based on the current scale effective date of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision Executive shall be entitled, during the period during which such severance payment is being paid, to receive all benefits under the Company's medical insurance, disability insurance, life insurance and other benefit plans as are then in effect for a period of twelve (12) months after the date of termination executives of the benefits under Benefit Plans extended from time to time by the Corporation to its senior EmployeesCompany, (iii) any nonexercisable stock options which would otherwise have become vested in accordance with their terms within such one-year period if Executive's employment shall have continued shall be vested; and (iiiiv) payment on a proany stock options which are not vested at the end of such one-rated basis year period shall automatically terminate at the end of such one-year period.
e. Executive's obligations pursuant to Sections 6 and 7 hereof shall survive any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, this Agreement for any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”reason whatsoever.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 3 contracts
Sources: Employment Agreement (Technor International Inc), Employment Agreement (Technor International Inc), Employment Agreement (Cellpoint Inc)
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i6(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such dateabove, the Employee or his Executive’s estate or beneficiaries, as applicable, beneficiaries shall be entitled to the following severance benefits: (i) three months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes; and (ii) continued provision for a period of twelve (12) months one year following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives.
(b) Upon termination of the Executive’s employment pursuant to Section 6(a)(ii) above, the Executive shall be entitled to the following severance benefits, regardless as to the then remaining period of the Term: (i) 18 months’ Base Salary at the then current rate, regardless as to the then remaining period of the Term, to be paid from the date of termination until paid in full in accordance with the Corporation’s usual practices, including the withholding of all applicable taxes; (ii) continued provision during said 18 month period of the benefits under Benefit Plans extended from time to time by the Corporation to its senior executives; and (iiiii) payment payment, within a commercially reasonable time after the termination of the Executive’s employment with the Corporation, on a pro-rated prorated basis of any bonus or other payments earned in connection with any the Corporation’s then-existing bonus plan to which in place at the Employee was a participant as of the date of death or Total Disability earned prior to the date time of termination. The Corporation may credit against such amounts any proceeds paid to Executive with respect to any disability policy maintained and paid for by the Corporation for his benefit.
(bc) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event If the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment12 months’ Base Salary at the then current rate, based on regardless as to the current scale then remaining period of Employee’s Base Salary, equal to six months of Base Salarythe Term, to be paid from the date of termination until paid in a single lump sum payment not later than sixty (60) days following such terminationfull in accordance with the Corporation’s usual practices, less including the withholding of all applicable taxes; (ii) continued provision during said 12 month period of the benefits under Benefit Plans extended from time to time by the Corporation to its senior executives; and (iii) payment, within a commercially reasonable time after the termination of the Executive’s employment with the Corporation, on a prorated basis of any bonus or other payments earned in connection with the Corporation’s then-existing bonus plan in place at the time of termination. The Corporation may credit against such amounts any proceeds paid to Executive with respect to any disability policy maintained and paid for by the Corporation for his benefit.
(d) Upon termination of the Executive’s employment pursuant to Section 6(a)(iv) or Section 6(a)(vi) above (other than in connection with a Change of Control (defined below)), the Executive shall be entitled to the following severance benefits, regardless as to the then remaining period of the Term: (i) continuation of the Executive’s Base Salary (at the rate in effect immediately before the Executive’s termination) in accordance with the Corporation’s normal payroll practices for a period of twelve 18 months less, any applicable income tax withholding required under federal or state law; (12ii) continued provision for a period of 18 months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (iii) payment payment, within a commercially reasonable time after the termination of the Executive’s employment with the Corporation, on a pro-rated prorated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon .
(e) Upon termination of Employeethe Executive’s employment pursuant to Section 5(a)(v6(a)(iv) or Section 6(a)(vi) above within two months before or 24 months after the occurrence of a Change of Control, the Executive shall be entitled to the following severance benefits: (i) 18 months’ Base Salary at the then current rate, to be paid upon the date of termination of employment in monthly installments, less withholding of all applicable taxes; (ii) continued provision for a period of 18 months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation without “Cause”to its senior executives; (iii) payment, within a commercially reasonable time after the termination of the Executive’s employment with the Corporation, on a prorated basis of any bonus or other payments earned in connection with any bonus plan to which the Executive was a participant as of the date of the Executive’s termination of employment; and (iv) all Corporation stock options held by the Executive at the date of termination shall immediately become 100% vested and all restrictions shall lapse thereon.
(df) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv6(a)(v) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such dateSection 6(a)(vii) above, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provision, for a period of one (1) month after the date of the EmployeeExecutive’s termination of employment, of benefits under Benefit Plans extended to the Employee Executive at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(eg) Any payments required The Executive shall not be obligated to be made hereunder seek other employment or take any other action by way of mitigation of the Corporation amounts payable to the Employee Executive under any of the provisions of this Agreement and such amounts shall continue to not be reduced regardless of whether the Employee’s beneficiaries in Executive obtains other employment.
(h) For purposes of this Agreement, a “CHANGE OF CONTROL” means the event occurrence of his death until paid in full.one or more of the following events:
Appears in 3 contracts
Sources: Employment Agreement (Health Benefits Direct Corp), Employment Agreement (Health Benefits Direct Corp), Employment Agreement (Health Benefits Direct Corp)
Effects of Termination. (ai) Upon termination of an Order Form, Client shall pay all amounts then due and owing under the Employee’s employment pursuant Order Form, including, but not limited to, all outstanding Fees. All Fees are non-refundable once remitted to Section 5(a)(i) Company, including Engagement Fee installments paid, unless mutually agreed upon in writing or (ii), as expressly provided in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of terminationthis Agreement.
(bii) Upon termination of an Order Form, each party must return or destroy and permanently delete the Employeeother party’s employment pursuant Confidential Information related to Section 5(a)(iii), where Services under the Corporation has offered to renew the term Order Form. A party may request of the Employee’s employment other party that an officer certify that the party (and its Authorized Recipients) have fully complied with this provision. Company may retain Confidential Information as required under applicable law and regulation.
(iii) All terms that should reasonably be understood to survive termination of this Agreement do survive, specifically including those relating to Confidential Information, proprietary rights, limitations of liability, indemnification, governing law, and jury waiver.
(iv) Company shall provide a Diligence Report Call on or before the Order Form termination date for all Offerings for which Company has provided a Diligence Services Confirmation unless Client is in material breach.
(v) Company shall wind down its Live Offering Services as set forth in a Deal Sheet.
(vi) If (x) Client elects to discontinue Live Offering Services for an additional one Offering and does not have a termination right under this Agreement to do so or if Company terminates its Live Offering Services for an Offering for material breach; and (1y) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employeethere are Remaining Funds, then upon invoice from Company: Client shall pay Company the Employee shall be entitled to Base Transaction Fee for the same severance benefits Remaining Funds as if the Employee’s employment Remaining Funds were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for Gross Proceeds of an Offering. “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: Remaining Funds” are funds (i) a cash payment, based on that remain in escrow when Company’s Live Offering Services end as set forth in the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid previous sentence that Subscribers remitted make an Individual Investment in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxesthe Offering; (ii) continued provision for a period of twelve (12) months after the date of termination which Company performed Base Transaction Services on behalf of the benefits under Benefit Plans extended from time to time by Client for the Corporation to its senior Employeescorresponding Subscriber; and (iii) payment that the Client has discretion on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan whether to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant accept and elects not to Section 5(a)(v) or by the Corporation without “Cause”accept.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 3 contracts
Sources: Master Services Agreement (SlideBelts Inc.), Master Services Agreement (Hylete, Inc.), Master Services Agreement
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, payment based on the current scale of EmployeeExecutive’s Base Salary, equal : (x) two months of Base Salary if the termination occurs prior to the six month anniversary of the Effective Date; (y) four months of Base Salary if the termination occurs after the six month anniversary of the Effective Date but prior to the twelve month anniversary of the Effective Date or (z) six months of Base SalarySalary if the termination occurs after the one year anniversary of the Effective Date, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provision, for a period of one (1) month after the date of the EmployeeExecutive’s termination of employment, of benefits under Benefit Plans extended to the Employee Executive at the time of termination. Employee Executive shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 3 contracts
Sources: Employment Agreement (Bitfrontier Capital Holdings, Inc.), Employment Agreement (Bitfrontier Capital Holdings, Inc.), Employment Agreement (Bitfrontier Capital Holdings, Inc.)
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his Executive’s estate or beneficiaries, as applicable, beneficiaries shall be entitled to the following severance benefits: (i) three (3) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes; and (ii) continued provision for a period of twelve one (121) months year following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives.
(b) Upon termination of the Executive’s employment pursuant to Section 5(a)(ii), the Executive shall be entitled to the following severance benefits: (i) eighteen (18) months’ Base Salary at the then current rate, to be paid from the date of termination until paid in full in accordance with the Corporation’s usual practices, including the withholding of all applicable taxes; (ii) continued provision during said eighteen (18) month period of the benefits under Benefit Plans extended from time to time by the Corporation to its senior executives; and (iiiii) payment on a pro-rated prorated basis of any bonus or other payments earned in connection with any the Corporation’s then-existing bonus plan to which in place at the Employee was a participant as of the date of death or Total Disability earned prior to the date time of termination. The Corporation may credit against such amounts any proceeds paid to Executive with respect to any disability policy maintained for his benefit.
(bc) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such datetime. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v5(a)(iv) or Section 5(a)(vi); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi5(a)(v) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(cd) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v5(a)(iv) or other than pursuant to Section 5(a)(i(vi), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on eighteen (18) months’ Base Salary at the then current scale of Employee’s Base Salary, equal to six months of Base Salaryrate, to be paid upon the date of termination of employment in a single lump sum payment not later than sixty (60) days following such terminationmonthly installments, less withholding of all applicable taxes; (ii) continued provision for a period of twelve eighteen (1218) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (iii) payment on a pro-rated prorated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon .
(e) Upon termination of Employeethe Executive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vivii), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provision, for a period of one (1) month after the date of the EmployeeExecutive’s termination of employment, of benefits under Benefit Plans extended to the Employee Executive at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 3 contracts
Sources: Employment Agreement (Effective Profitable Software, Inc.), Employment Agreement (Effective Profitable Software, Inc.), Employment Agreement (So Act Network, Inc.)
Effects of Termination. (a) Upon the termination or expiry of this Agreement:
15.1 The decision to terminate the provision of the [ ] Shared Service shall be taken by a co-located meeting of the Authorities’ decision making bodies. Upon the decision to terminate, the Authorities shall cease to provide the [ ] Shared Service jointly.
15.2 Notwithstanding the termination of this Agreement, all Relevant Contracts will remain in full force and effect and each Authority shall continue to discharge its obligations under those Contracts.
15.3 Each Authority shall retain ownership of any capital assets purchased by the Employee’s employment pursuant Authority, except for those capital assets purchased by either authority on behalf of the MKS [ ] Shared Service. Any capital assets purchased on behalf of the MKS [ ] Shared Service will continue to Section 5(a)(i) or (ii), in addition to be made available for use by the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at Authorities until such time as their continued use and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time ownership has been agreed by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned Authorities. Any dispute in connection with any bonus plan the treatment of capital assets may be referred for resolution under clause 18.
15.4 The Authorities will proceed as set out in Clause 11 with regard to which the Employee was employment and/or transfer of Relevant Employees.
15.5 There shall be a participant as calculation of the date increased costs to each Authority (including any other loss, liability, damage, claim, cost or expense which would be incurred by the MKS [ ] Shared Service by reason of death such early termination, to include the costs involved in the administrative arrangements to continue to provide a Shared Service if agreed by the remaining Authorities) and the Authorities hereby further agree that no termination will take effect until they have all agreed how liability for costs at termination shall be allocated between them (taking account of the methodology agreed in clause 10) and that such agreement has been approved by the Board.
15.6 Without prejudice to the provisions of clause 15.1, upon expiry or Total Disability earned termination of this Agreement each Authority will provide to the other Authorities such data within its possession as the other Authorities shall reasonably require (to the extent that such provision is lawful) in order to carry out their own [ ] function either as a function of each Authority on its own or as a shared service between the other two Authorities and the reasonable costs (necessarily and reasonably incurred) of assembling and providing such data will be treated as a cost of the MKS [ ] Shared Service and be shared between the Authorities in the proportions to be approved by the Board.
15.7 It shall be the duty of all the Authorities to use their reasonable endeavours to minimise any losses arising from the termination of this Agreement. For the avoidance of doubt, any liabilities accrued prior to the date termination or expiry of terminationthis Agreement shall be borne by the Authorities in the agreed proportions at clause 10.6 or as may be agreed and determined by the Board.
(b) Upon 15.8 Clause 15 shall survive the termination or expiry of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Causethis Agreement.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 3 contracts
Sources: Collaboration Agreement, Collaboration Agreement, MKS Model Shared Service Collaboration Agreement
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, payment based on the current scale of EmployeeExecutive’s Base Salary, equal : (x) two months of Base Salary if the termination occurs prior to the six month anniversary of the Effective Date; (y) four months of Base Salary if the termination occurs after the six month anniversary of the Effective Date but prior to the twelve month anniversary of the Effective Date or (z) six months of Base SalarySalary if the termination occurs after the one year anniversary of the Effective Date, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provision, for a period of one (1) month after the date of the EmployeeExecutive’s termination of employment, of benefits under Benefit Plans extended to the Employee Executive at the time of termination. Employee Executive shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 3 contracts
Sources: Employment Agreement (Bitcoin Shop Inc.), Employment Agreement (Bitcoin Shop Inc.), Employment Agreement (Bitcoin Shop Inc.)
Effects of Termination. (a) Upon Paragraph 9.3 notwithstanding, upon any cessation or termination of employment under this Agreement, all further rights of the Employee’s Employee to employment pursuant to Section 5(a)(i) or (ii)and compensation and benefits from the Company under this Agreement will cease, in addition to except that the accrued Company shall pay the Employee the following:
a. Any amount of base salary earned by, but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such datenot yet paid to, the Employee through the last date of the Employment Period;
b. Any annual bonus, or his estate or beneficiariesportion thereof, as applicablethat is earned by, shall be entitled but not yet paid to, the Employee through the Termination Date;
c. All reimbursable expenses due, but not paid, to the following severance benefits: Employee as of the Termination Date in accordance with Section 3.4 hereof;
d. All benefits (ior an amount equivalent thereto) continued provision for a period that have been earned by or vested in, and are payable to, the Employee under, and subject to the terms of, the employee-benefit plans or arrangements of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned Company in connection with any bonus plan to which the Employee was a participant as of participated through the date of death or Total Disability earned prior to the date of termination.
(b) Upon termination of the Employee’s employment pursuant to Termination Date in accordance with Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period 3.5 hereof; and the Employee chooses not to continue Any amount due under clause b. above in this Section 9.5 shall be paid in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination same manner and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to on the same severance benefits date as would have occurred if the Employee’s employment were terminated pursuant to under this Agreement had not ceased. Any amount due under clause d. above in this Section 5(a)(v); provided, however, if 9.5 shall be paid in accordance with the terms of the employee-benefit plans or arrangements under which such Non-Renewal Notice was triggered amounts are due to the CorporationEmployee. Any amounts due under clause c. of this Section 9.5 shall be paid in accordance with the terms of the Company’s statement that policies, practices, and procedures regarding reimbursable expenses. Except as modified in paragraph 9.3 hereof for the payment of such amounts when due, the Company shall have no further obligation or liability under this Agreement for any other compensation, payment, or benefit to the Employee. The stock option agreements between the Parties and the plan shall govern the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent outstanding stock options upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), after cessation or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In additionAlso, any options upon cessation or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant hereunder (unless the Employee continues otherwise to Section 5(a)(v) or be employed by the Corporation without “Cause”.
Company), the Employee (d1) Upon termination of shall return to the Company the leased vehicle provided for the Employee’s employment pursuant to use in accordance with Section 5(a)(iv3.6 hereof, and (2) shall resign or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled deemed to the following severance benefits: (i) accrued and unpaid Base Salary through the date have resigned from any position as an officer or director, or both, of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date subsidiary or affiliate of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation ActCompany.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 3 contracts
Sources: Employment Agreement (Mannatech Inc), Employment Agreement (Mannatech Inc), Employment Agreement (Mannatech Inc)
Effects of Termination. (a) Upon termination of CAUSE OR VOLUNTARY TERMINATION. In the Employee’s event that Executive's employment is terminated pursuant to Section 5(a)(i7(a) hereof for Cause or 7(d) for Voluntary Termination, Executive's employment hereunder shall terminate without further obligations to Executive, other than those obligations accrued or earned and vested (if applicable) by Executive through the Date of Termination, including for this purpose all "Accrued Obligations", defined as those obligations accrued or earned and vested (if applicable) by Executive as of the Date of Termination, including, for this purpose (i) Executive's full Base Salary accrued but unpaid as of the Date of Termination (ii) the product of the Annual Bonus paid to Executive for the last full fiscal year and a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, (iii) the product of the BETA Bonus paid to Executive for the last full fiscal year and a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365, (iv) any compensation previously deferred by Executive (together with any accrued earning thereon) and not yet paid by the Corporation and any accrued vacation pay not yet paid by the Company and (v) all amounts payable to the estate or designated beneficiaries of Executive under any pension, savings, life insurance or other plans, practices, policies and programs of the Corporation, and/or all other amounts payable pursuant to Sections 5(c), (e), (f), (g) and (h) hereof. In addition:
(i) the Corporation shall pay to Executive all Accrued Obligations such that the Accrued Obligations specified in clauses (i), (ii), in addition to the accrued but unpaid compensation through the date (iii) and (iv) of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicableSection 8(a) hereof, shall be entitled paid to Executive in a lump sum in cash within 30 days of the following severance benefits: Date of Termination, and the other Accrued Obligations shall be paid in accordance with Executive's specific elections pursuant to, and otherwise in accordance with the terms of, any plan, practice, policy or program providing benefits forming a part of the Accrued Obligations;
(iii) continued provision for a period all then non-exercisable options shall immediately and automatically terminate, and
(iii) any registration rights theretofore granted (other than the obligation of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; register the shares delivered to Executive and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ as Custodian for ▇▇▇▇▇▇ ▇▇▇▇ pursuant to which the Employee was a participant Stock Purchase Agreement dated as of January 2, 1997) which have not been invoked with respect to shares of Common Stock of the date of death or Total Disability earned prior Corporation either acquired by Executive pursuant to the date exercise of termination.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any stock options or restricted stock underlying vested options shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”and automatically terminate.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 2 contracts
Sources: Employment Agreement (Touchstone Applied Science Associates Inc /Ny/), Stock Purchase Agreement (Touchstone Applied Science Associates Inc /Ny/)
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) (12) months’ Base Salary at the then current rate, to be paid in equal semi-monthly or bi-weekly installments, less withholding of all applicable taxes, at such times he would have received them if there was no termination; (ii) continued provision for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (iiiii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to all items in Section 5(a)(v); provided, however5 above except for section 5d, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi5(d) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Causedetermined by the board of directors.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end date of the Term or any then applicable extension of the Term termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on (12) months’ Base Salary at the then current scale of Employee’s Base Salary, equal to six months of Base Salaryrate, to be paid in a single lump sum payment not later than sixty (60) days following such terminationequal semi-monthly or bi-weekly installments, less withholding of all applicable taxes, at such times he would have received them if there was no termination; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation or without “Cause”.
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of terminationtaxes. Employee Executive shall have any conversion rights available under the Corporation’s or Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 2 contracts
Sources: Employment Agreement (Codesmart Holdings, Inc.), Employment Agreement (First Independence Corp.)
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation Company to its senior Employeesexecutives; and (ii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation Company has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the CorporationCompany, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination, payment on a pro-rated basis of any Annual Bonus or other payments earned in connection with any bonus plan to which the Executive was a participant as of the date of the Executive’s termination and of employment, any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation Company tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the CorporationCompany’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Initial Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on twelve (12) months’ Base Salary at the then current scale of Employee’s Base Salary, equal to six months of Base Salaryrate, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation Company to its senior Employeesexecutives; and (iii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of terminationtaxes. Employee Executive shall have any conversion rights available under the CorporationCompany’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation Company to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 2 contracts
Sources: Executive Employment Agreement (WPCS International Inc), Executive Employment Agreement (WPCS International Inc)
Effects of Termination. (a) Upon termination of a. In the Employee’s event that Executive's employment is terminated pursuant to Section 5(a)(i4(a) or (ii)4(d) hereof, in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and Executive's employment hereunder shall immediately cease, (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan the Company shall pay to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of termination.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii)Executive her accrued and unpaid salary, where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period accrued vacation time and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation expense reimbursement through the date of termination in accordance with the Company's usual procedures, and any other benefits accrued (iii) all then non-exercisable stock options shall immediately and automatically terminate. Once the amounts referred to him under any Benefit Plans outstanding at such time and in clause (ii) are paid, however, the reimbursement of documented, unreimbursed expenses incurred prior Corporation shall have no further obligation to such date. Executive.
b. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s that Executive's employment were is terminated pursuant to Section 5(a)(v4(b) hereof as a result of Executive's death, (i) Executive's employment hereunder shall cease in accordance with Section 4(b), (ii) the Company shall pay to Executive her accrued and unpaid salary, accrued vacation time and expense reimbursement through the date of termination in accordance with the Company's usual procedures, (iii) all then non-exercisable stock options shall immediately and automatically terminate, and (iv) any vested options shall be transferred in accordance with Executive's will; provided, however, PROVIDED that nothing in this paragraph (b) shall alter any right of Executive (or her legal representative) to receive death benefits provided in accordance with the terms of a benefit plan in which Executive participates if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s Executive's employment was is terminated due pursuant to Section 5(a)(vi4(b) hereof.
c. In the event that Executive's employment is terminated pursuant to Section 4(b) hereof as a result of Executive's disability, (i) the Company shall pay to Executive her accrued and unpaid salary, accrued vacation time and expense reimbursement through the date of termination in accordance with the Company's usual procedures, (ii) the Company shall continue to pay to Executive her Base Salary, and all associated benefits, for “Cause”)a period of six months following such date of termination, then payment in accordance with the Company's usual procedures; (iii) any nonexercisable stock options which would otherwise have become vested in accordance with their terms within such six-month period if Executive's employment shall have continued shall be vested; and (iv) any stock options which are not vested at the end of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
such six-month period shall automatically terminate at the end of such six-month period; PROVIDED that nothing in this paragraph (c) Upon termination shall alter any right of Executive (or her legal representative) to receive disability benefits provided in accordance with the Employee’s terms of a benefit plan in which Executive participates if Executive's employment is terminated pursuant to Section 5(a)(v4(b) or hereof.
d. In the event that Executive's employment hereunder is terminated by the Company other than pursuant to Section 5(a)(i4(a) or (b) or if Executive's employment is terminated pursuant to Section 4(c), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vithen:
(i) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to receive, and the Company shall continue to pay to Executive, the Base Salary specified in Section 3(a) for one year following severance benefits: (i) a cash payment, based on the current scale effective date of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision Executive shall be entitled, during the period during which such severance payment is being paid, to receive all benefits under the Company's medical insurance, disability insurance, life insurance and other benefit plans as are then in effect for a period of twelve (12) months after the date of termination executives of the benefits under Benefit Plans extended from time to time by the Corporation to its senior EmployeesCompany, (iii) any nonexercisable stock options which would otherwise have become vested in accordance with their terms within such one-year period if Executive's employment shall have continued shall be vested; and (iiiiv) payment on a proany stock options which are not vested at the end of such one-rated basis year period shall automatically terminate at the end of such one-year period.
e. Executive's obligations pursuant to Sections 6 and 7 hereof shall survive any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, this Agreement for any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”reason whatsoever.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 2 contracts
Sources: Employment Agreement (Cellpoint Inc), Employment Agreement (Technor International Inc)
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant hereunder for any reason, the Company will pay Employee all amounts owed to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation Employee through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Termination. Any amounts earned by Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death Termination but due to be paid Employee at a future date shall be paid when otherwise due, in accordance with applicable law. Upon termination, the entitlement of the Employee or Total Disability earned prior her Estate to benefits, or to continuation or conversion rights, under any Company sponsored benefit plan shall be determined in accordance with applicable law and the date provisions of terminationsuch plan.
(b) Upon termination of Employee’s employment under Sections 4.1 (d) or (e), if the Employee executes, and does not revoke, a Separation Agreement and Release in a form acceptable to the Company, the Company shall pay Employee, on the Company’s regular payroll dates, commencing on the first such date that occurs at least eight days following the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term execution of the Employee’s employment Separation Agreement and Release, amounts equal to the then applicable Base Compensation, excluding bonus, for an additional one a period of six (16) months, pay Employee a portion of any annual bonus she would have earned had she remained employed, prorated based on the number of months she was employed during the calendar year period for which the bonus is calculated, and paid on the date it would have been paid had she remained employed, and if the Employee chooses not to continue in timely elects and remains eligible for continued coverage under COBRA, the employ Company will pay that portion of the Corporation, the Employee shall be entitled COBRA premiums it was paying prior to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and Termination for the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then period the Employee shall be entitled to is receiving severance under this Agreement or until the same severance benefits as if the EmployeeEmployee is eligible for health care coverage under another employer’s employment were terminated pursuant to Section 5(a)(v); providedplan, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Causewhichever period is shorter.”
(c) Upon termination Following a Termination Event, both the Employee and the Company agree not to make to any person, including but not limited to customers of the EmployeeCompany, any statement that disparages the other or which reflects negatively upon the other in any manner likely to be harmful to them or their business, business reputation or personal reputation, including but not limited to statements regarding the Company’s employment pursuant financial condition, its officers, directors, shareholders, employees and affiliates; provided that both the Employee and the Company may respond accurately and fully to Section 5(a)(v) any question, inquiry or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition request for information when required by legal process. The Company’s obligations under this section are limited to the accrued but unpaid compensation Company’s officers and vacation pay through the end directors and Company representatives with knowledge of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”this provision.
(d) Upon termination Following a Termination Event, Employee shall fully cooperate with the Company in all matters relating to the winding up of the Employee’s employment pursuant to Section 5(a)(iv) or (vi)pending work including, but not limited to, any litigation in addition to which the reimbursement Company is involved, and the orderly transfer of documented, unreimbursed expenses incurred prior any such pending work to such date, the Employee shall other Employees as may be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder designated by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in fullCompany.
Appears in 2 contracts
Sources: Employment Agreement (Patient Infosystems Inc), Employment Agreement (Patient Infosystems Inc)
Effects of Termination. (a) Upon termination of the Employee’s Executive's employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his Executive's estate or beneficiaries, as applicable, beneficiaries shall be entitled to the following severance benefits: (i) three (3) months' Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes; and (ii) continued provision for a period of twelve three (123) months following the Employee’s Executive's death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives.
(b) Upon termination of the Executive's employment pursuant to Section 5(a)(ii), the Executive shall be entitled to the following severance benefits: (i) six (6) months' Base Salary at the then current rate, to be paid from the date of termination until paid in full in accordance with the Corporation's usual payroll practices, including the withholding of all applicable taxes; (ii) continued provision for a period of six (6) months following the Executive's Total Disability of Benefit Plans extended from time to time by the Corporation to its senior executives; and (iiiii) payment on a pro-rated prorated basis of any bonus or other payments earned in connection with any the Corporation's then-existing bonus plan to which in place at the Employee was a participant as of the date of death or Total Disability earned prior to the date time of termination. The Corporation may credit against such amounts any proceeds paid to Executive with respect to any disability policy maintained for his benefit.
(bc) Upon termination of the Employee’s Executive's employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s Executive's employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only receive: (i) the accrued but unpaid compensation and vacation pay through the date of termination; and (ii) continued provision for a period of one (1) year following the date of termination and any other of benefits accrued to him under any Benefit Plans outstanding at such extended from time and to time by the reimbursement of documented, unreimbursed expenses incurred prior Corporation to such dateits senior executives. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the Employee’s Executive's employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s 's statement that the Employee’s Executive's employment was terminated due to Section 5(a)(vi) (for “"Cause”"), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “"Cause.”"
(cd) Upon termination of the Employee’s Executive's employment pursuant to Section 5(a)(vSections 5(a)(iv) or other than pursuant to Section 5(a)(iand (vi), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vithe Executive shall be entitled to receive: (i) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end date of termination; and (ii) continued provision for a period of six (6) months following the date of termination of benefits under Benefit Plans extended from time to time by the Corporation to its senior executives.
(e) Upon termination of the Term Executive's employment (A) pursuant to Section 5(a)(v), (B) by the Corporation without Cause or any then applicable extension (C) if within a two year period after a Change of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such dateControl occurs, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on two (2) years' Base Salary and bonus the current scale of Employee’s Base Salary, equal Executive would have earned pursuant to six months of Base Salarythis Agreement, to be paid upon the date of termination of employment in a single lump sum payment not later than sixty (60) days following such terminationmonthly installments, less withholding of all applicable taxes; and (ii) continued provision for a period of twelve two (122) months years after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”executives.
(df) Upon termination of the Employee’s employment this Agreement pursuant to Section 5(a)(iv) or (vi5(b), in addition to the reimbursement all rights and obligations of documented, unreimbursed expenses incurred prior to such date, the Employee each party hereunder shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Actimmediately cease.
(eg) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the Employee’s Executive's beneficiaries in the event of his death until paid in fullfull except for the continuation of benefits under the Benefit Plans.
(h) The Corporation shall reimburse the Executive for all legal and professional fees and expenses incurred by the Executive as a result of termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement, provided the Executive is substantially successful in such action).
(i) The Executive shall not be required to mitigate the amount of any payment provided herein by seeking other employment or by becoming engaged in any other undertaking to earn a livelihood or otherwise, nor shall the amount of any payment provided for herein be reduced by any compensation earned by the Executive as the result of employment by another employer after termination of employment, or as a result of his engagement in any undertaking otherwise.
Appears in 2 contracts
Sources: Employment Agreement (EnergyTEK Corp.), Employment Agreement (EnergyTEK Corp.)
Effects of Termination. (a) Upon In the event that Executive’s employment is terminated for Cause pursuant to Section 6(a) hereof or by Executive without Good Reason, (i) Executive’s employment hereunder shall immediately cease, (ii) the Company shall pay to Executive within thirty (30) calendar days after the date of termination, Executive’s accrued and unpaid Base Salary, accrued and unpaid Annual Bonus, accrued and unused vacation time and outstanding business expense reimbursement through the date of termination in accordance with the Company’s usual procedures, and (iii) Executive shall receive any rights and benefits to which Executive may be entitled through the date of termination (if any) provided under plans and programs of the EmployeeCompany, determined in accordance with the applicable terms and provisions of such plans and programs. Once the amounts referred to in clauses (ii) and (iii) are paid, however, the Company shall have no further obligation to Executive.
(b) If Executive shall die during the Term, Executive’s employment hereunder shall immediately cease, and the Company shall pay to Executive’s estate or designated beneficiary within thirty (30) calendar days after the date of termination, Executive’s accrued and unpaid Base Salary, accrued and unpaid Annual Bonus, accrued and unused vacation time and outstanding business expense reimbursement through the date of termination in accordance with the Company’s usual procedures. In addition, Executive’s estate or designated beneficiary will be entitled to any rights and benefits to which Executive may be entitled through the date of termination (if any) provided under any plans and programs of the Company, determined in accordance with the applicable terms and provisions of such plans and programs. In the absence of a beneficiary designation by Executive, or if Executive’s designated beneficiary does not survive Executive, payments and benefits described above will be paid to Executive’s estate. In the event that the Company elects to terminate Executive’s employment pursuant to Section 5(a)(i6(c) or as a result of a Permanent Disability, the Company shall pay to Executive within thirty (ii)30) calendar days after the date of termination, in addition to the Executive’s accrued but and unpaid compensation Base Salary, accrued and unpaid Annual Bonus, accrued and unused vacation time and outstanding business expense reimbursement through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and termination in accordance with the reimbursement of documentedCompany’s usual procedures. In addition, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall Executive will be entitled to any rights and benefits to which Executive may be entitled through the following severance benefitsdate of termination (if any) provided under any plans and programs of the Company, determined in accordance with the applicable terms and provisions of such plans and programs.
(c) In the event that Executive’s employment hereunder is terminated by Executive for Good Reason pursuant to Section 6(b) hereof, or by the Company without Cause other than as a result of Executive’s death or Permanent Disability, then: (i) the Company shall continue to pay to Executive, the Base Salary specified in Section 5(a) in separate, substantially equal semi-monthly installments until the date on which the Term would have expired had the termination of Executive’s employment hereunder not occurred, (ii) Executive shall be paid within thirty (30) calendar days after the date of termination, an amount equal to the minimum Annual Bonus that would have been payable to Executive during the remaining balance of the Term had a termination of Executive’s employment hereunder not occurred, (iii) the Company shall provide Executive with continued provision health care coverage with the Company paid portion of the cost of such coverage to be provided by the Company, directly or indirectly, for a period the lesser of (A) twelve (12) months following beginning with the Employee’s death termination date or Total Disability (B) the balance of the Term, (iv) Executive shall receive any rights and benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of termination.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall Executive may be entitled to receive only the accrued but unpaid compensation through the date of termination (if any) provided under plans and any other benefits programs of the Company, determined in accordance with the applicable terms and provisions of such plans and programs, and (v) Executive shall be paid within thirty (30) calendar days after the date of termination, Executive’s accrued to him under any Benefit Plans outstanding at such and unused vacation time and outstanding business expense reimbursement through the reimbursement date of documentedtermination in accordance with the Company’s usual procedures. Anything herein to the contrary notwithstanding, unreimbursed expenses incurred prior non-renewal of this Agreement after the expiration of the Term pursuant to such date. Section 2 shall not be considered a termination of this Agreement by Company without Cause or by Executive for Good Reason.
(d) In the event that Executive’s employment hereunder is terminated by Executive for Good Reason or by the Corporation tenders Company without Cause within the six (6) months preceding or 24 months following a Non-Renewal Notice to Change in Control (as defined in MIH’s 2022 Equity Incentive Plan) of the EmployeeCompany, then all of the Employee terms and conditions of Section 7(c) above shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); apply, provided, however, if that for implementing such Non-Renewal Notice was triggered due terms and conditions of Section 7(c) the date on which the Term would have expired had the termination of Executive’s employment hereunder not occurred shall be deemed to be the longer of the end date of the remaining Term and the second anniversary of the date of Executive’s employment termination hereunder.
(e) In the event that any payments to which Executive becomes entitled in accordance with the provisions of Section 7(d) above or otherwise in connection with a Change in Control of the Company pursuant to the Corporation’s statement that terms of this Agreement or any other plan, arrangement or agreement with the Employee’s employment was terminated due Company, would otherwise constitute a parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) subject to the excise tax imposed under Section 5(a)(vi) (for “Cause”)4999 of the Code, then such payments shall be subject to reduction to the extent necessary or appropriate such that Executive shall receive the greater of (i) the amount of those payments which would not constitute such a parachute payment, or (ii) the amount which yields to Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the foregoing benefits under Section 4999 of the Code.
(f) Executive’s obligations pursuant to the Confidentiality Agreement (as defined below) shall survive any termination of this Agreement for any reason whatsoever. Executive’s right to receive the Severance Benefits (as defined below) are contingent upon Executive’s continued compliance with the Confidentiality Agreement.
(g) Notwithstanding any provision herein to the contrary, the payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination any amount or provision of the Employee’s employment any benefit pursuant to Section 5(a)(v7(c) or above (other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the Executive’s accrued but and unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal accrued and unused vacation time and outstanding business expense reimbursement through the date of termination in accordance with the Company’s usual procedures) (collectively, the “Severance Benefits”) shall be conditioned upon Executive’s execution, delivery to six months the Company, and non-revocation of Base Salary, to be paid a general release of claims in favor of the Company and its affiliates and subsidiaries in a single lump sum payment not later than form reasonably acceptable to the Company (the “Release of Claims”) that becomes effective within sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of Executive’s termination of employment hereunder. If the benefits under Benefit Plans extended from time Release of Claims does not become effective prior to time by the Corporation end of such sixty (60) day period (including as a result of Executive’s revocation), Executive shall not be entitled to its senior Employees; any of the Severance Benefits. Further, (i) to the extent that any of the Severance Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code and the regulations thereunder (iii) “Section 409A”), any payment on a pro-rated basis of any bonus amount or other payments earned in connection with provision of any bonus plan benefit otherwise scheduled to which occur prior to the Employee was a participant as of sixtieth (60th) day following the date of the EmployeeExecutive’s termination of employment. In additionemployment hereunder, any options or restricted stock but for the condition on executing the Release of Claims as set forth herein, shall not be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(vmade until the first regularly scheduled payroll date following such sixtieth (60th) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; day and (ii) continued provisionto the extent that any of the Severance Benefits do not constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, for a period any payment of one (1) month after any amount or provision of any benefit otherwise scheduled to occur following the date of the EmployeeExecutive’s termination of employmentemployment hereunder, but for the condition on executing the Release of benefits under Benefit Plans extended Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following the date the Release of Claims is timely executed and the applicable revocation period has ended without revocation, after which, in each case, any remaining Severance Benefits shall thereafter be provided to Executive according to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Actapplicable schedule set forth herein.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 2 contracts
Sources: Employment Agreement (Miami International Holdings, Inc.), Employment Agreement (Miami International Holdings, Inc.)
Effects of Termination. (a) Upon termination of In the event that Employee’s 's ---------------------- employment is terminated pursuant to Section 5(a)(i6 hereof, Employee's employment hereunder shall terminate without further obligations to Employee, other than those obligations accrued or earned and vested (if applicable) by Employee through the Date of Termination, including for this purpose all "Accrued Obligations", defined as those obligations accrued or earned and vested (ii)if applicable) by Employee as of the Date of Termination, in addition to the including, for this purpose (i) Employee's pro rata Base Salary accrued but unpaid as of the Date of Termination, (ii) any compensation through the date of death or Total Disability previously deferred by Employee (together with any accrued earning thereon) and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time not yet paid by the Corporation to its senior Employees; and any accrued vacation pay not yet paid by the Company and (iiiii) payment on a pro-rated basis if applicable, all amounts payable to the estate or designated beneficiaries of Employee under any bonus pension, savings, life insurance or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of termination.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii)plans, where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period practices, policies and the Employee chooses not to continue in the employ programs of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any and/or all other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated amounts payable pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”4 hereof. In addition:
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) the Corporation shall pay to Employee all Accrued Obligations such that the Accrued Obligations specified in Section 4 hereof, shall be paid to Employee in a lump sum in cash paymentwithin 30 days of the Date of Termination, based on and the current scale of Employee’s Base Salary, equal to six months of Base Salary, to other Accrued Obligations shall be paid in accordance with Employee's specific elections pursuant to, and otherwise in accordance with the terms of, any plan, practice, policy or program providing benefits forming a single lump sum payment not later than sixty (60) days following such termination, less withholding part of all applicable taxes; the Accrued Obligations;
(ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; all then non-exercisable options shall immediately and automatically terminate, and
(iii) payment on a pro-rated basis any registration rights theretofore granted which have not been invoked with respect to shares of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as Common Stock of the date Corporation either acquired by Employee pursuant to the exercise of the Employee’s termination of employment. In addition, any stock options or restricted stock underlying vested options shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”and automatically terminate.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 2 contracts
Sources: Employment Agreement (Touchstone Applied Science Associates Inc /Ny/), Employment Agreement (Touchstone Applied Science Associates Inc /Ny/)
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 2 contracts
Sources: Employment Agreement (Drone Aviation Holding Corp.), Employment Agreement (Drone Aviation Holding Corp.)
Effects of Termination. (a) Upon In the event that Executive’s employment is terminated for Cause pursuant to Section 6(a) hereof or by Executive without Good Reason, (i) Executive’s employment hereunder shall immediately cease, (ii) the Company shall pay to Executive within thirty (30) calendar days after the date of termination, Executive’s accrued and unpaid Base Salary, accrued and unpaid Annual Bonus, accrued and unused vacation time and outstanding business expense reimbursement through the date of termination in accordance with the Company’s usual procedures, and (iii) Executive shall receive any rights and benefits to which Executive may be entitled through the date of termination (if any) provided under plans and programs of the EmployeeCompany, determined in accordance with the applicable terms and provisions of such plans and programs. Once the amounts referred to in clauses (ii) and (iii) are paid, however, the Company shall have no further obligation to Executive.
(b) If Executive shall die during the Term, Executive’s employment hereunder shall immediately cease, and the Company shall pay to Executive’s estate or designated beneficiary within thirty (30) calendar days after the date of termination, Executive’s accrued and unpaid Base Salary, accrued and unpaid Annual Bonus, accrued and unused vacation time and outstanding business expense reimbursement through the date of termination in accordance with the Company’s usual procedures. In addition, Executive’s estate or designated beneficiary will be entitled to any rights and benefits to which Executive may be entitled through the date of termination (if any) provided under any plans and programs of the Company, determined in accordance with the applicable terms and provisions of such plans and programs. In the absence of a beneficiary designation by Executive, or if Executive’s designated beneficiary does not survive Executive, payments and benefits described above will be paid to Executive’s estate. In the event that the Company elects to terminate Executive’s employment pursuant to Section 5(a)(i6(c) or as a result of a Permanent Disability, the Company shall pay to Executive within thirty (ii)30) calendar days after the date of termination, in addition to the Executive’s accrued but and unpaid compensation Base Salary, accrued and unpaid Annual Bonus, accrued and unused vacation time and outstanding business expense reimbursement through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and termination in accordance with the reimbursement of documentedCompany’s usual procedures. In addition, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall Executive will be entitled to any rights and benefits to which Executive may be entitled through the following severance benefitsdate of termination (if any) provided under any plans and programs of the Company, determined in accordance with the applicable terms and provisions of such plans and programs.
(c) In the event that Executive’s employment hereunder is terminated by Executive for Good Reason pursuant to Section 6(b) hereof, or by the Company without Cause other than as a result of Executive’s death or Permanent Disability, then: (i) the Company shall continue to pay to Executive, the Base Salary specified in Section 5(a) in separate, substantially equal semi-monthly installments until the date on which the Term would have expired had the termination of Executive’s employment hereunder not occurred, (ii) Executive shall be paid within thirty (30) calendar days after the date of termination, an amount equal to the minimum Annual Bonus that would have been payable to Executive during the remaining balance of the Term had a termination of Executive’s employment hereunder not occurred, (iii) the Company shall provide Executive with continued provision health care coverage with the Company paid portion of the cost of such coverage to be provided by the Company, directly or indirectly, for a period the lesser of (A) twelve (12) months following beginning with the Employee’s death termination date or Total Disability (B) the balance of the Term, (iv) Executive shall receive any rights and benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of termination.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall Executive may be entitled to receive only the accrued but unpaid compensation through the date of termination (if any) provided under plans and any other benefits programs of the Company, determined in accordance with the applicable terms and provisions of such plans and programs, and (v) Executive shall be paid within thirty (30) calendar days after the date of termination, Executive’s accrued to him under any Benefit Plans outstanding at such and unused vacation time and outstanding business expense reimbursement through the reimbursement date of documentedtermination in accordance with the Company’s usual procedures. Anything herein to the contrary notwithstanding, unreimbursed expenses incurred prior non-renewal of this Agreement after the expiration of the Initial Term or any Renewal Term pursuant to such date. Section 2 shall not be considered a termination of this Agreement by Company without Cause or by Executive for Good Reason.
(d) In the event that Executive’s employment hereunder is terminated by Executive for Good Reason or by the Corporation tenders Company without Cause within the six (6) months preceding or 24 months following a Non-Renewal Notice to Change in Control (as defined in MIH’s 2022 Equity Incentive Plan) of the EmployeeCompany, then all of the Employee terms and conditions of Section 7(c) above shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); apply, provided, however, if that for implementing such Non-Renewal Notice was triggered due terms and conditions of Section 7(c) the date on which the Term would have expired had the termination of Executive’s employment hereunder not occurred shall be deemed to be the longer of the end date of the remaining Term and the second anniversary of the date of Executive’s employment termination hereunder.
(e) In the event that any payments to which Executive becomes entitled in accordance with the provisions of Section 7(d) above or otherwise in connection with a Change in Control of the Company pursuant to the Corporation’s statement that terms of this Agreement or any other plan, arrangement or agreement with the Employee’s employment was terminated due Company, would otherwise constitute a parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) subject to the excise tax imposed under Section 5(a)(vi) (for “Cause”)4999 of the Code, then such payments shall be subject to reduction to the extent necessary or appropriate such that Executive shall receive the greater of (i) the amount of those payments which would not constitute such a parachute payment, or (ii) the amount which yields to Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed on the foregoing benefits under Section 4999 of the Code.
(f) Executive’s obligations pursuant to the Confidentiality Agreement (as defined below) shall survive any termination of this Agreement for any reason whatsoever. Executive’s right to receive the Severance Benefits (as defined below) are contingent upon Executive’s continued compliance with the Confidentiality Agreement.
(g) Notwithstanding any provision herein to the contrary, the payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination any amount or provision of the Employee’s employment any benefit pursuant to Section 5(a)(v7(c) or above (other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the Executive’s accrued but and unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal accrued and unused vacation time and outstanding business expense reimbursement through the date of termination in accordance with the Company’s usual procedures) (collectively, the “Severance Benefits”) shall be conditioned upon Executive’s execution, delivery to six months the Company, and non-revocation of Base Salary, to be paid a general release of claims in favor of the Company and its affiliates and subsidiaries in a single lump sum payment not later than form reasonably acceptable to the Company (the “Release of Claims”) that becomes effective within sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of Executive’s termination of employment hereunder. If the benefits under Benefit Plans extended from time Release of Claims does not become effective prior to time by the Corporation end of such sixty (60) day period (including as a result of Executive’s revocation), Executive shall not be entitled to its senior Employees; any of the Severance Benefits. Further, (i) to the extent that any of the Severance Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code and the regulations thereunder (iii) “Section 409A”), any payment on a pro-rated basis of any bonus amount or other payments earned in connection with provision of any bonus plan benefit otherwise scheduled to which occur prior to the Employee was a participant as of sixtieth (60th) day following the date of the EmployeeExecutive’s termination of employment. In additionemployment hereunder, any options or restricted stock but for the condition on executing the Release of Claims as set forth herein, shall not be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(vmade until the first regularly scheduled payroll date following such sixtieth (60th) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; day and (ii) continued provisionto the extent that any of the Severance Benefits do not constitute “nonqualified deferred compensation” for purposes of Section 409A of the Code, for a period any payment of one (1) month after any amount or provision of any benefit otherwise scheduled to occur following the date of the EmployeeExecutive’s termination of employmentemployment hereunder, but for the condition on executing the Release of benefits under Benefit Plans extended Claims as set forth herein, shall not be made until the first regularly scheduled payroll date following the date the Release of Claims is timely executed and the applicable revocation period has ended without revocation, after which, in each case, any remaining Severance Benefits shall thereafter be provided to Executive according to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Actapplicable schedule set forth herein.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 2 contracts
Sources: Employment Agreement (Miami International Holdings, Inc.), Employment Agreement (Miami International Holdings, Inc.)
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his Executive’s estate or beneficiaries, as applicable, beneficiaries shall be entitled to the following severance benefits: (i) three months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes; and (ii) continued provision for a period of twelve (12) months one year following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives.
(b) Upon termination of the Executive’s employment pursuant to Section 5(a)(ii), the Executive shall be entitled to the following benefits: (i) twelve months’ Base Salary at the then current rate, to be paid from the date of termination in accordance with the Corporation’s regular payroll practices, including the withholding of all applicable taxes; (ii) continued provision during such twelve-month period of the benefits under Benefit Plans extended from time to time by the Corporation to its senior executives; and (iiiii) payment on a pro-rated prorated basis of any bonus or other payments earned in connection with any the Corporation’s then-existing bonus plan to which in place at the Employee was a participant as of the date of death or Total Disability earned prior to the date time of termination.
(bc) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) one-year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the following benefits: (i) the accrued but unpaid compensation and vacation pay through the date of termination termination; and (ii) any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such datetime. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v5(a)(iv) or Section 5(a)(vi); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi5(a)(v) (for “Cause”), then payment of severance benefits will shall be contingent upon a determination as to whether termination was properly for “Cause.”
(cd) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v5(a)(iv) or other than pursuant to Section 5(a)(i(vi), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale continued payment of EmployeeExecutive’s Base Salary, equal to six months of Base Salary, to be paid Salary at the then current rate in a single lump sum payment not later than sixty (60) days following such terminationmonthly installments, less withholding of all applicable taxestaxes for the greater of (A) twelve (12) months from the date of termination or (B) that number of months remaining in the Initial Term; (ii) continued provision for a during the twelve-month period of twelve (12) months after following the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (iii) payment on a pro-rated prorated basis of any bonus or other payments earned in connection with any the Corporation’s then-existing bonus plan to which in place at the Employee was a participant as time of termination; and (iv) upon Executive’s election, the Corporation shall cancel the Executive’s Option and pay the Executive the difference between the fair market value of the date shares issuable upon exercise of the Employee’s Option and the exercise price of those shares. Upon termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employeethe Executive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vivii), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provision, for a period of one (1) month after the date of the EmployeeExecutive’s termination of employment, of benefits under Benefit Plans extended to the Employee Executive at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 2 contracts
Sources: Employment Agreement (Globe Specialty Metals Inc), Employment Agreement (Globe Specialty Metals Inc)
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant hereunder for any reason, the Company will pay Employee all compensation then owed and due to Section 5(a)(i) or (ii), in addition to the accrued but Employee and unpaid compensation through the date of death or Total Disability Termination Date (including without limitation Base Compensation and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned properly documented expense reimbursements). Employee may also be eligible for additional compensation as provided below in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of terminationthis Section 4.2.
(b) Upon termination of the If Employee’s employment is terminated under Sections 4.1(a) or (b), provided that Employee (or his representative) timely signs and does not revoke a complete and general release of claims in a form to be reasonably determined by the Company (the “Release”), and is in material compliance with this Agreement, upon the Termination Date the time-based vesting conditions of Employee’s unvested Equity Awards shall be deemed to be fully satisfied, and subject to other terms of the Plan and applicable award agreement, Employee (or his representative) shall have up until the first anniversary of the Termination Date (or the applicable expiration date if earlier) to exercise his vested stock options including for avoidance of doubt those stock options which became vested pursuant to this Section 5(a)(iii4.2(b). Additionally, if such termination occurred under Section 4.1(b), where then not later than the Corporation has offered to renew fifteenth (15th) day after the term effective date of the Release, the Company shall also provide Employee with a lump sum payment equal to the sum of Employee’s Base Compensation (measured as of the day before the Termination Date) plus the Severance Bonus (provided that if Code Section 409A would be violated by the foregoing timing of payment then the timing of payment shall instead be made as provided in Section 4.2(c)(i)). Notwithstanding the foregoing, (x) the timing of all payments hereunder is subject to Section 5.16 and (y) the Release must be executed by Employee and become effective by its own terms within no more than 55 days after the Termination Date. Any outstanding equity compensation awards which had performance based vesting conditions that had yet to be satisfied shall be forfeited without consideration on the Termination Date.
(c) If Employee’s employment for is terminated under Sections 4.1(d) or (e), provided that Employee timely signs and does not revoke the Release in accordance with Section 4.2(b) and is in material compliance with this Agreement, then (subject to Section 5.16) (i) the Company shall provide Employee with the Severance Pay, paid in substantially equal installments over the 24 months following the Termination Date in accordance with the Company’s regular payroll practices provided however that the first such installment shall be in an additional one amount equal to one-sixth of the Severance Pay and shall be paid on the first payroll payment date occurring on or after the 60th day after the Termination Date and (ii) the time-based vesting conditions of Employee’s unvested Equity Awards shall be deemed to be fully satisfied on the Termination Date. Any outstanding equity compensation awards which had performance based vesting conditions that had yet to be satisfied shall be forfeited without consideration on the Termination Date. In addition, conditioned on the timely effectiveness of the Release, the Company shall (1) year period and pay the cost of the premium for Employee chooses not to continue receive continuation coverage (as defined in the employ Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) under the Company’s (or RNI’s) group medical plan until the earlier of (a) the second anniversary of the Corporation, Termination Date or (b) the Employee shall be entitled to receive only the accrued but unpaid compensation through maximum time for which COBRA continuation coverage is permitted under applicable law or (c) the date on which Employee obtains substantially equivalent benefits from another party and (2) continue to provide Employee with life insurance coverage in accordance with the Company’s (or RNI’s) benefits program until the earlier of termination (d) the second anniversary of the Termination Date or (e) the date on which Employee obtains substantially equivalent benefits from another party (the foregoing items (1) and any (2) are collectively the “Health Benefits”). If Employee secures other employment and has access to benefits accrued to him under any Benefit Plans outstanding at offered by the new employer, Employee agrees that he will promptly notify the Company in writing of such time employment and the reimbursement of documented, unreimbursed expenses incurred prior to such datecoverage. In no event will the event Company’s payment of the Corporation tenders cost for such COBRA premiums extend beyond the total continuation coverage period for Employee under COBRA. If Employee was not covered under a Non-Renewal Notice to Company or RNI group medical plan on the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice Termination Date and was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) instead covered under another medical plan (for “CauseOther Plan”), then the Company shall each calendar month provide Employee with a cash payment equal to the lesser of severance benefits will be contingent upon the amount the Company would have had to pay for COBRA coverage if Employee was covered on a determination as Company or RNI group medical plan or the amount needed to whether termination was properly for “Cause.”
maintain Employee’s coverage under the Other Plan with any such payments terminating on the earlier occurrence of clause (b) or (c) Upon termination above. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that its payment of the premiums on Employee’s employment pursuant to behalf would result in a violation of the nondiscrimination rules of Code Section 5(a)(v105(h)(2) or other than pursuant any statute or regulation of similar effect (including but not limited to Section 5(a)(ithe 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), then the Company shall instead each month during the period in addition which Employee is receiving continuation coverage provide Employee with a taxable payment equal to the accrued but unpaid compensation and vacation pay through the end amount of the Term or any then applicable extension Company-portion of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and premiums which Employee may, but is not required to, use towards the reimbursement cost of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”coverage.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 2 contracts
Sources: Employment Agreement (RadNet, Inc.), Employment Agreement (RadNet, Inc.)
Effects of Termination. (a) Upon Following any termination of the EmployeeExecutive’s employment pursuant under this Agreement, all compensation and benefits provided to Section 5(a)(i) or (ii), in addition Executive under this Agreement shall cease to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant accrue as of the date of death or Total Disability earned prior such termination (with Executive entitled to all Base Salary and benefits hereunder accrued through the effective date of termination), except as set forth in the paragraphs below.
(b8.1 In the case of a termination arising under Section 7(a) Upon termination of the Employeefrom Executive’s employment pursuant to death or under Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee7(b) from Executive’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporationincapacity, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provisionCompany shall, for a period of one month following such death, pay to the estate of Executive an amount equal to Executive’s monthly payment of Base Salary and continue the welfare benefit programs contemplated under Section 3.4 above, including paying all premiums for coverage for Executive’s dependent family members under all health, hospitalization, disability, dental, life and other insurance plans that the Company maintained at the time of Executive’s death.
8.2 In the case of a termination arising under Section 7(d) from the Company’s termination without Good Cause, or under Section 7(e) from Executive’s termination with Good Reason, then, subject in all cases to Executive’s execution and delivery to the Company of a release and waiver of claims in customary and negotiated form, the Company shall: (1a) month after pay Executive severance pay in the form of continuation of Executive’s then-current Base Salary, less standard deductions and withholdings, for a period of 12 months from the effective date of the EmployeeExecutive’s termination of employmentemployment with Company, with such payments to be made at the same time as the Base Salary otherwise would have been payable had Executive not been terminated; and (b) if Executive elects continued coverage under COBRA, reimburse Executive for his health insurance premiums (for both Executive and his family) for a period of benefits under Benefit Plans extended 12 months from the effective date of Executive’s termination of employment with Company, to the Employee extent that the Company was paying such premiums at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
8.3 In the case of a termination arising under Section 7(c) from the Company’s termination with Good Cause or under Section 7(f) from the resignation of the Executive, then (ea) Any payments required no severance or continued benefits shall be due to be made hereunder by the Corporation Executive and (b), if there are any damages to the Employee Company arising by virtue of the events, actions or omissions constituting Good Cause, then the Company shall continue be entitled to offset the Employee’s beneficiaries in the event amount of his death until paid in fullany such damages against any amounts owed to Executive under this Section 8.
Appears in 2 contracts
Sources: Employment Agreement (Western Capital Resources, Inc.), Employment Agreement (Western Capital Resources, Inc.)
Effects of Termination. Upon any termination of employment for any reason, whether by the Executive or the Corporation, the Executive shall be paid accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at the date of termination and the reimbursement of documented, unreimbursed expenses incurred on or prior to such date, all paid as promptly as practicable and in accordance with applicable law, and the Executive shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Consolidated Omnibus Budget Reconciliation Act and any similar state law or regulation (collectively, “COBRA Rights”). The following provisions apply to specified termination events. Any Annual Bonus (including any pro-rated Annual Bonus) payable pursuant to the following provisions shall be paid at the same time that it would have been paid if the Executive’s employment had not terminated.
(a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) (Death) or (ii) (Disability), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision twelve (12) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes, within thirty (30) days of the date of termination; (ii) if the Executive elects continuation coverage for group health coverage pursuant to COBRA Rights, then for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability termination he will be obligated to pay only the portion of benefits under Benefit Plans extended from time the full COBRA Rights cost of the coverage equal to time an active employee’s share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Corporation Company’s share of such premiums (the “Employer-Provided COBRA Premium”) shall be treated as taxable income to its senior Employeesthe Executive; and (iiiii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior Disability. This Section 6(a) shall not terminate or otherwise interfere with any right to the date of terminationdisability payments.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii5(a)(iv) (Voluntary Termination by Executive), where 5(a)(v) (Termination for Good Reason), 5(a)(vii) (Termination by the Corporation has offered Company Without Cause) or 5(a)(viii) (Termination Within Thirty Days of a Change in Control), in addition to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation and vacation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on twelve (12) months’ Base Salary at the then current scale of Employee’s Base Salary, equal to six months of Base Salaryrate, to be paid in a single lump sum payment not later than sixty thirty (6030) days following such termination, less withholding of all applicable taxes; (ii) continued provision if the Executive elects continuation coverage for group health coverage pursuant to COBRA Rights, then for a period of twelve (12) months after following the date of Executive’s termination he will be obligated to pay only the portion of the benefits under Benefit Plans extended from time full COBRA Rights cost of the coverage equal to time an active employee’s share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Corporation Employer-Provided COBRA Premium shall be treated as taxable income to its senior Employeesthe Executive; and (iii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock equity grants to Executive shall be immediately vested upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”5(a)(vii).
(dc) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi) (Termination by the Company for Cause), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provisionif the Executive elects continuation coverage for group health coverage pursuant to COBRA Rights, then, for a period of one (1) month after following the date Executive’s termination, he will be obligated to pay only the portion of the Employeefull COBRA Rights cost of the coverage equal to an active employee’s termination share of employmentpremiums (if any) for coverage for one month of the respective plan year and, of benefits under Benefit Plans extended to the Employee at extent required by any applicable nondiscrimination rules, the time of termination. Employee Employer-Provided COBRA Premium shall have any conversion rights available under be treated as taxable income to the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation ActExecutive.
(ed) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 2 contracts
Sources: Employment Agreement (Hoth Therapeutics, Inc.), Employment Agreement (Hoth Therapeutics, Inc.)
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him her under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his her estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him her under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, payment based on the current scale of Employee’s Base Salary, equal to six : (x) twelve (12) months of the Base Salary, Salary at the then current rate to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his her death until paid in full.
Appears in 1 contract
Effects of Termination. Upon termination of employment for any reason, whether by the Executive or the Corporation, the Executive shall be paid accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at the date of termination and the reimbursement of documented, unreimbursed expenses incurred on or prior to such date, all paid as promptly as practicable and in accordance with applicable law (collectively, “Base Benefits”), and the Executive shall have any conversion rights available under the Benefit Plans and as otherwise provided by law, including the Consolidated Omnibus Budget Reconciliation Act and any similar state law or regulation (“COBRA”). The following provisions apply to specified termination events. Any Annual Bonus (including any pro-rated Annual Bonus) payable pursuant to the following provisions shall be paid at the same time that it would have been paid if the Executive’s employment had not terminated.
(a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such dateBase Benefits, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision six (6) months of Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes, within thirty (30) days of the date of termination; (ii) if the Executive elects continuation coverage for group health coverage pursuant to COBRA, then for a period of twelve six (126) months following the EmployeeExecutive’s death or Total Disability termination, he will be obligated to pay only the portion of benefits under Benefit Plans extended from time the full COBRA cost of the coverage equal to time an active employee’s share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Corporation Company’s share of such premiums (the “Employer-Provided COBRA Premium”) shall be treated as taxable income to its senior Employees; the Executive, and (iiiii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of his death or Total Disability earned prior Disability. This Section 6(a) shall not terminate or otherwise interfere with any right to disability payments to which the date of terminationExecutive may be entitled.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), ) where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation through Base Benefits, and upon the execution by the Executive of a general release of claims in such form acceptable to the Corporation, the payment on a pro-rated basis of any Annual Bonus, or other payments earned in connection with any bonus plan to which the Executive was a participant as of the date of the Executive’s termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such dateemployment. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were was terminated pursuant to Section 5(a)(v5(a)(vi); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi) (for “Cause”5(a)(v), then payment of the severance benefits under this sentence will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”5(a)(vii), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such dateBase Benefits, the Employee Executive shall be entitled upon the execution by the Executive of a general release of claims in such form acceptable to the Corporation, to the following severance benefits: (i) a cash payment, based on six (6) months Base Salary at the then current scale of Employee’s Base Salary, equal to six months of Base Salaryrate, to be paid in a single lump sum payment not later than sixty thirty (6030) days following such termination, less withholding of all applicable taxes; (ii) continued provision if the Executive elects continuation coverage for group health coverage pursuant to COBRA, then for a period of twelve six (126) months after following the date of Executive’s termination he will be obligated to pay only the portion of the benefits under Benefit Plans extended from time full COBRA cost of the coverage equal to time an active employee’s share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Corporation Employer-Provided COBRA Premium shall be treated as taxable income to its senior Employeesthe Executive; and (iii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock equity grants to Executive shall be immediately vested upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”(vii).
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such dateBase Benefits, the Employee Executive shall be entitled upon the execution by the Executive of a general release of claims in such form acceptable to the Corporation, to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provisionif the Executive elects continuation coverage for group health coverage pursuant to COBRA, then, for a period of one (1) month after following the date Executive’s termination, he will be obligated to pay only the portion of the Employeefull COBRA cost of the coverage equal to an active employee’s termination share of employmentpremiums (if any) for coverage for one month of the respective plan year and, of benefits under Benefit Plans extended to the Employee at extent required by any applicable nondiscrimination rules, the time of termination. Employee Employer-Provided COBRA Premium shall have any conversion rights available under be treated as taxable income to the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation ActExecutive.
(e) Upon termination of the Executive’s employment pursuant to Section 5(a)(vi), the Executive shall only be entitled to the Base Benefits. Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon In the event of termination of the Employee’s employment pursuant this Agreement: Organization shall immediately pay all outstanding Fees and other amounts owing to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him ▇▇▇▇▇▇ under any Benefit Plans outstanding this Agreement at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis payment for “Term used.” The termination of any bonus this Support and Maintenance Agreement by Organization shall not affect the License or other payments earned in connection with any bonus plan to which the Employee was Software License Agreement. ▇▇▇▇▇▇ shall immediately refund a participant as pro-rated amount of the date Fees pre-paid for the unused portion of death the Term.
(a) Termination of this Support and Maintenance Agreement shall not affect any right of action of either party arising from anything which was done or Total Disability earned not done, as the case may be, prior to the date of terminationtermination taking effect.
(b) Upon The Organization and ▇▇▇▇▇▇ recognize that circumstances may arise entitling the Organization to damages for breach or other fault on the part of ▇▇▇▇▇▇ arising from this Support and Maintenance Agreement. The parties agree that in all such circumstances the Organization’s remedies and ▇▇▇▇▇▇’▇ liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term obligations of the Employee’s employment for an additional one (1) year period parties under this Support and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “CauseMaintenance Agreement.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i)FOR BREACH OR DEFAULT BY ▇▇▇▇▇▇ OR OTHERWISE IN CONNECTION WITH THIS SUPPORT AND MAINTENANCE AGREEMENT, 5(a)(ii)REGARDLESS OF THE NATURE OF THE CAUSE OF ACTION WHETHER IN CONTRACT OR IN TORT, 5(a)(iii)INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE OR STRICT LIABILITY, 5(a)(iv)THE ORGANIZATION’S EXCLUSIVE REMEDY, or 5(a)(vi) (i.e.IN ADDITION TO ELECTING IF SO ENTITLED TO RESCIND OR BE DISCHARGED FROM THE PROVISIONS OF THIS SUPPORT AND MAINTENANCE AGREEMENT, without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one SHALL BE (1) month after the date of the Employee’s termination of employmentACCESS TO THE ESCROWED SOURCE CODE IN ACCORDANCE WITH THE SOFTWARE LICENSE AGREEMENT (2) PAYMENT BY ▇▇▇▇▇▇ OF THE ORGANIZATION’S DIRECT DAMAGES TO A MAXIMUM AMOUNT EQUAL TO, of benefits under Benefit Plans extended to the Employee at the time of terminationAND ▇▇▇▇▇▇ SHALL IN NO EVENT BE LIABLE IN EXCESS OF, THE AMOUNT OF FEES ACTUALLY PAID BY THE ORGANIZATION TO ▇▇▇▇▇▇ UNDER THIS SUPPORT AND MAINTENANCE AGREEMENT DURING THE THEN-CURRENT TERM (NOT TO EXCEED 12 MONTHS) OF THE SUPPORT AND MAINTENANCE AGREEMENT UP TO AND INCLUDING THE DATE OF TERMINATION, EXCLUDING COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEY’S FEES) INCURRED BY THE ORGANIZATION IN CONNECTION WITH OBTAINING A COPY OF THE SOURCE CODE IN ACCORDANCE WITH THE ESCROW AGREEMENT BETWEEN THE PARTIES WHICH SHALL BE REIMBURSED BY ▇▇▇▇▇▇ IF AN EVENT OF DEFAULT OCCURS. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by lawIN NO EVENT SHALL ANY DAMAGES INCLUDE, including the Comprehensive Omnibus Budget Reconciliation ActNOR SHALL ▇▇▇▇▇▇ BE LIABLE FOR, ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES EVEN IF ▇▇▇▇▇▇ HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ▇▇▇▇▇▇ SHALL NOT BE LIABLE FOR LOST PROFITS, LOST BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, OR FOR ANY CLAIM WHATSOEVER AGAINST THE ORGANIZATION BY ANY OTHER PARTY.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Support and Maintenance Agreement
Effects of Termination. (a) a. Upon termination of the Employee’s employment Term of Employment pursuant to Section 5(a)(iSections 5(a), (b), (c), (e) except as a result of a termination pursuant to a Material Breach or (iif), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, Executive shall be entitled to receive within thirty (30) days after the following severance benefits: (i) continued provision for a period date of twelve (12) months termination any amounts due and unpaid to the Executive from IMED as of the Agreement Termination Date.
b. year's Base Salary to be paid promptly following the Employee’s death or Total Disability date of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeestermination; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as such prorated portion of the date of death or Total Disability earned prior Company Bonus and Additional Bonus as IMED determines to be appropriate under the date of termination.
circumstances (bIMED hereby agreeing to be reasonable in that regard), to be paid promptly following the determination thereof (the payments to be made pursuant to Section 6(b)(i) Upon and 6(b)(ii) being referred to herein as the "Severance Payments"). During the one year period following termination of the Employee’s Term of Employment (but not for any period after which the Executive has commenced full time employment pursuant to Section 5(a)(iiiwith an employer other than AM or IMED and has qualified for coverage under the benefit plans of such employer), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice (to the Employee, then extent consistent with past practice) the Employee shall be entitled benefits referred to on Schedule 1 hereto to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee extent he participated therein at the time of terminationSeparation. Employee shall have Severance Payments made to the Executive hereunder are in lieu of, and not in addition to, any conversion rights available under unemployment compensation payments from any state or local governmental agency or instrumentality or otherwise for the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Actsame unemployment period. The Executive agrees he will not apply for unemployment benefits.
(e) Any payments required to be made hereunder by c. In the Corporation event of the occurrence of a Separation, then all stock options granted to the Employee shall continue Executive pursuant to the Employee’s beneficiaries Plan prior to the effective date of such Separation shall immediately vest and become exercisable at any time during the one year period following a Separation.
d. The rights and remedies provided to the Executive under this Section 6 and any right to any stay-put or retention bonus as contemplated in the first sentence of Section 4(a) hereof shall be the sole and exclusive rights and remedies of the Executive in the event of his death until paid in fulleither or both of the termination of this Agreement and the Executive's employment hereunder.
Appears in 1 contract
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1I) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six twelve months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(vS(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(ivS(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon Following any termination of the EmployeeExecutive’s employment pursuant under this Agreement, all compensation and benefits provided to Section 5(a)(i) or (ii), in addition Executive under this Agreement shall cease to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant accrue as of the date of death or Total Disability earned prior to the date of termination.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after except as set forth in the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”paragraphs below.
(d8.1 In the case of a termination arising under Section 7(a) Upon termination of the Employeefrom Executive’s employment pursuant to death or under Section 5(a)(iv7(b) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such datefrom Executive’s incapacity, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provisionCompany shall, for a period of one month following such death, pay to the estate of Executive an amount equal to Executive’s monthly payment of Base Salary and continue the welfare benefit programs contemplated under Section 3.5 above, including paying all premiums for coverage for Executive’s dependent family members under all health, hospitalization, disability, dental, life and other insurance plans that the Company maintained at the time of Executive’s death. All deferred amounts, cash, stock and/or stock options will vest immediately on termination and be paid to the estate of Executive when they are scheduled to be paid pursuant to this Agreement.
8.2 In the case of a termination arising under Section 7(d) from the Company’s termination without Cause, or under Section 7(e) from Executive’s resignation with Good Reason, then, subject in all cases to Executive’s execution and delivery to the Company of a complete release and waiver of all claims in customary and negotiated form reasonably acceptable to the parties, the Company shall: (1a) month pay Executive severance pay in the form of continued payment of the Base Salary in accordance with the Company’s normal payroll cycle for two years after termination; and (b) if Executive elects continued coverage under COBRA, reimburse Executive for his health insurance premiums (for both Executive and his family) for a period of 24 months from the effective date of the Employee’s termination of employmentrelease, of benefits under Benefit Plans extended but only to the Employee extent that the Company was paying such premiums at the time of termination. Employee shall have All deferred amounts, cash, stock and/or stock options will vest immediately on termination and be paid to Executive when they are scheduled to be paid pursuant to this Agreement. In addition, Executive would be entitled to any conversion rights available under earned but unpaid Profit Bonus that has not been paid to Executive for fiscal year(s) prior to the Corporation’s Benefit Plans and as otherwise provided by law, including fiscal year in which the Comprehensive Omnibus Budget Reconciliation Acttermination hereunder occurs.
(e8.3 In the case of a termination arising under Section 7(c) Any payments required from the Company’s termination with Cause or under Section 7(f) from the resignation of the Executive without Good Reason, then no severance or continued benefits shall be due to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in fullExecutive.
Appears in 1 contract
Effects of Termination. (a) Upon In the event of automatic termination of the Employee’s his employment pursuant to Section 5(a)(i4(a) or (ii)by reason of Employee's death, all of Employer's obligations under this Agreement shall cease except for Employer's obligations to pay Employee's Base Salary, Bonus Compensation, if any, and Transitional Living Expenses, in addition to the each case earned and accrued or incurred, but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documentedunpaid, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of terminationdeath. In such event, Employee's designated beneficiaries (or his estate if there are no designated beneficiaries) shall have the right to receive any such Base Salary and/or Bonus Compensation and any reimbursements of Transitional Living Expenses, as well as the proceeds of the Term Life Insurance.
(b) Upon termination In the event that Employer exercises its right of the termination, or is deemed to have terminated Employee’s employment , other than for Cause or for disability or illness pursuant to Section 5(a)(iii4(b) or 4(c), where the Corporation has offered or if this Agreement expires and is not renewed or extended by Employer, all of Employer's obligations under this Agreement shall end except:
(i) Employer shall continue to renew the term of the be obligated to pay Employee’s employment for an additional one (1) year period 's Base Salary, Bonus Compensation, if any, and the Employee chooses not Transitional Living Expenses, in each case earned and accrued or incurred, but unpaid, to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement (which, for purposes of documentedthis Section 5(b), unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled ten (10) days after the date on which notification is provided by Employer to the same severance benefits as if the Employee’s employment were terminated Employee pursuant to Section 5(a)(v4(b); provided, howeverat the expiration of this Agreement, or the date of resignation, whichever first occurs;
(ii) if such termination is for disability or illness, Employee shall have the right to receive the benefits due under the disability insurance policies provided to Employee pursuant to Section 3(f)(i), if such Non-Renewal Notice was triggered due any; and
(iii) Employer shall continue to be obligated to pay health insurance premiums for the Corporation’s statement that greater of the Employee’s employment was terminated due to periods specified in Section 5(a)(vi3(f)(ii) (for “Cause”or 3(f)(iii), then payment the premiums for the Term Life Insurance for the greater of the balance of the unexpired portion of the originally scheduled Employment Period or the period specified in Section 3(f)(iii), all other benefits to which Employee is entitled under Section 3(f)(iii) for the period there specified, any severance benefits will be contingent upon a determination as to whether termination was properly for “Causepayments due under Section 3(d) and any excise taxes and related payments due under Section 3(h).”
(c) Upon In the event that Employer exercises its right of termination of the Employee’s employment pursuant to Section 5(a)(v4(d) for Cause, or Employee voluntarily leaves the employ of Employer prior to the expiration of this Agreement for any reason other than pursuant to as permitted in Section 5(a)(i4(c) following a Demotion or a Change in Control (which resignations are governed by Section 5(b)), 5(a)(ii)all of Employer's obligations under this Agreement shall cease except for Employer's obligations to pay Employee's Base Salary and Transitional Living Expenses earned and accrued or incurred, 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salaryunpaid, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination (which, for the purposes of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of this Section 5(c), shall be at the date of termination or at the Employee’s termination date Employee otherwise leaves the employ of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”Employer).
(d) Upon termination of the All payments to be made to Employee under this Agreement are subject to offset by Employer for any claims for damages, liabilities, expenses or other indebtedness which Employer may have against Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to provided that no such date, the Employee shall offset may be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month made after the date occurrence of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Acta Change in Control.
(e) No payment or benefit to which Employee is entitled under this Agreement shall, except as otherwise expressly provided in Section 6(b) or elsewhere in this Agreement, be reduced, offset or subject to recovery by Employer or any Successor by reason of any compensation or benefits received by Employee as a result of his employment by another employer.
(f) Any payments required to be made hereunder by the Corporation controversy or claim arising out of or relating to the benefits and entitlements of Employee shall continue to the Employee’s beneficiaries in the event following a Change of his death until paid in full.Control under this Section 5, as well as those provided for
Appears in 1 contract
Sources: Employment Agreement (Telxon Corp)
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant hereunder for any reason, the Company will pay Employee all amounts owed to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation Employee through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Termination. Any amounts earned by Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death Termination but due to be paid Employee at a future date shall be paid when otherwise due, in accordance with applicable law. Upon termination, the entitlement of the Employee or Total Disability earned prior his Estate to benefits, or to continuation or conversion rights, under any Company sponsored benefit plan shall be determined in accordance with applicable law and the date provisions of terminationsuch plan.
(b) Upon termination of Employee’s employment under Sections 4.1 (d) (without Cause) or (e) (for Good Reason), if the Employee executes, and does not revoke, a Separation Agreement and Release in a form acceptable to the Company, the Company shall pay Employee, on the Company’s regular payroll dates, commencing on the first such date that occurs at least eight days following the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term execution of the Employee’s employment Separation Agreement and Release, amounts equal to: (i) the then applicable Base Compensation, excluding bonus, for an additional one a period of nine (19) months, (ii) the pro-rata portion of any annual bonus he would have earned had he remained employed, prorated based on the number of months he was employed during the calendar year period for which the bonus is calculated, and paid on the date it would have been paid had he remained employed, and (iii) if the Employee chooses not to continue in timely elects and remains eligible for continued coverage under COBRA, the employ Company will pay that portion of the CorporationCOBRA premiums it was paying prior to the date of Termination for the period the Employee is receiving severance under this Agreement or until the Employee is eligible for health care coverage under another employer’s plan, whichever period is shorter. If by March 15th of the calendar year immediately following the calendar year in which the termination occurs, the Employee shall has not received all Base Compensation and COBRA payments due Employee based on the schedules denoted above, the Company will on that date make a lump sum payment of all remaining amounts owed Employee. The pro-rated annual bonus payment, if any, will be entitled to receive only paid by the accrued but unpaid compensation through earlier of (a) the date it would have otherwise been paid if Employee had remained an employee, or (b) March 15th of the next calendar year after the year in which the termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Causeoccurs.”
(c) Upon termination Following a Termination Event, both the Employee and the Company agree not to make to any person, including but not limited to customers of the EmployeeCompany, any statement that disparages the other or which reflects negatively upon the other in any manner likely to be harmful to them or their business, business reputation or personal reputation, including but not limited to statements regarding the Company’s employment pursuant financial condition, its officers, directors, shareholders, employees and affiliates; provided that both the Employee and the Company may respond accurately and fully to Section 5(a)(v) any question, inquiry or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition request for information when required by legal process. The Company’s obligations under this section are limited to the accrued but unpaid compensation Company’s officers and vacation pay through the end directors and Company representatives with knowledge of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”this provision.
(d) Upon termination Following a Termination Event, Employee shall fully cooperate with the Company in all matters relating to the winding up of the Employee’s employment pursuant to Section 5(a)(iv) or (vi)pending work including, but not limited to, any litigation in addition to which the reimbursement Company is involved, and the orderly transfer of documented, unreimbursed expenses incurred prior any such pending work to such date, the Employee shall other Employees as may be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder designated by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in fullCompany.
Appears in 1 contract
Sources: Employment Agreement (Careguide Inc)
Effects of Termination. (a) Upon termination Termination of this Agreement for any reason will not prevent the Employee’s employment Company from discussing, agreeing and filing a new out-of-court restructuring agreement (acuerdo preventivo extrajudicial) for court approval or to file a voluntary petition for reorganization proceedings pursuant to Section 5(a)(i) or (ii), the ABL but nothing in addition this Agreement obliges any Consenting Creditor to agree to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the same following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of termination.
(b) Upon termination If this Agreement is terminated for any reason prior to the Consenting Creditors Consummation Date, the rights and obligations of the Employee’s employment pursuant to Section 5(a)(iii), where Parties under the Corporation has offered to renew the term of the Employee’s employment Existing Debt Obligations (other than those Existing Debt Obligations that have been exchanged for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred New Debt Agreements prior to such datethe Consenting Creditors Consummation Date) will remain fully effective. In If this Agreement is terminated for any reason after the event the Corporation tenders a Non-Renewal Notice to the EmployeeConsenting Creditors Consummation Date, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale exchange of Employee’s Base Salary, equal to six months of Base Salary, to be paid Existing Debt Obligations held by the Consenting Creditors for the Consideration shall remain in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxesfull force and effect; (ii) continued provision for a period of twelve (12) months after the date of forbearance provided under Article III shall survive the termination of this Agreement with respect to the benefits under Benefit Plans extended from time to time by the Corporation to its senior EmployeesConsenting Debt; and (iii) payment on a proif applicable, the Escrow and Trust Agreement will be terminated and the Trustee shall deliver the Non-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment Consenting Consideration pursuant to the provisions of Section 5(a)(v2.8(f).
(c) It is expressly agreed that any termination hereof by a Party pursuant to the terms of this Agreement shall not in itself result in such terminating Party incurring any liability to any other Party, but shall not relieve any Party hereto of its liability for any breach or by non-performance of its obligations hereunder (including its indemnity obligations) arising prior to the Corporation without “Cause”Termination Date.
(d) Upon In the event of termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefitsRestructuring Agreement: (i) accrued and unpaid Base Salary through any settlement or compromise pursuant to the date terms of terminationthe Restructuring Agreement, less withholding including the fixing of, or limiting of, an amount claimed by any Consenting Creditor, the assumption or rejection of applicable taxes Existing Debt Obligations, and any other benefits accrued document or agreement executed pursuant to him under any Benefit Plans outstanding at such time; the Restructuring Agreement, will cease to exist, and (ii) continued provision, for a period of one (1) month after the date none of the Employee’s provisions contained in the Restructuring Agreement or any actions taken in furtherance of the Court Approval will (A) be, or be deemed to be, a waiver or termination of employmentany claims by any Party or (B) impair in any manner any Parties’ rights. For the avoidance of doubt, of benefits under Benefit Plans extended this Section 9.5(d) shall not apply to Debt Option Consenting Creditors who received New Debt Agreements prior to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation ActConsenting Creditors Consummation Date.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Restructuring Agreement (Petrobras Energia Participaciones Sa)
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his Executive’s estate or beneficiaries, as applicable, beneficiaries shall be entitled to the following severance benefits: (i) twelve (12) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes; and (ii) continued provision for a period of twelve one (121) months year following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives.
(b) Upon termination of the Executive’s employment pursuant to Section 5(a)(ii), the Executive shall be entitled to the following severance benefits: (i) twelve (12) months’ Base Salary at the then current rate, to be paid from the date of termination payable in a lump sum, less the withholding of all applicable taxes; (ii) continued provision for a period of one (1) year following the Executive’s Total Disability of Benefit Plans extended from time to time by the Corporation to its senior executives; and (iiiii) payment on a pro-rated basis of any bonus or other payments earned in connection with any the Corporation’s then-existing bonus plan to which in place at the Employee was a participant as of the date of death or Total Disability earned prior to the date time of termination.
(bc) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vireceive: (i) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end date of the Term or any then applicable extension of the Term termination; and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months following the date of termination of benefits under Benefit Plans extended from time to time by the Corporation to its senior executives. In the event the Corporation tenders Non-Renewal Notice to the Executive, then the Executive shall be entitled to the same severance benefits as if the Executive’s employment were terminated pursuant to Section 5(a)(v).
(d) Upon termination of the Executive’s employment (A) pursuant to Section 5(a)(v), (vi), (viii) and (B) if within a two (2) year period after a Change of Control occurs, the Executive shall be entitled to the following severance benefits: (i) the full, but unpaid remaining compensation of the full term of the contract, plus twelve (12) months base salary and all bonuses then due to Executive, plus vacation pay through the date of termination; less withholding of all applicable taxes and (ii) continued provision for a period of two (2) years after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Actexecutives.
(e) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in fullfull except for the continuation of benefits under the Benefit Plans.
(f) The Corporation shall reimburse the Executive for all legal and professional fees and expenses incurred by the Executive as a result of termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement provided the Executive is substantially successful in such action).
(g) The Executive shall not be required to mitigate the amount of any payment provided herein by seeking other employment or by becoming engaged in any other undertaking to earn a livelihood or otherwise, nor shall the amount of any payment provided for herein be reduced by any compensation earned by the executive as the result of employment by another employer after termination of employment, or as a result of his engagement in any undertaking otherwise.
Appears in 1 contract
Sources: Employment Agreement (Enter Corp)
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) ” Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(dc) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(ed) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Employment Agreement (Drone Aviation Holding Corp.)
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his her estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of termination.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his her death until paid in full.
Appears in 1 contract
Sources: Employment Agreement (Orbsat Corp)
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant hereunder for any reason, the Company will pay Employee all amounts owed to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation Employee through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Termination. Any amounts earned by Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death Termination but due to be paid Employee at a future date shall be paid when otherwise due, in accordance with applicable law. Upon termination, the entitlement of the Employee or Total Disability earned prior his Estate to benefits, or to continuation or conversion rights, under any Company sponsored benefit plan shall be determined in accordance with applicable law and the date provisions of terminationsuch plan.
(b) Upon termination of Employee’s employment under Sections 4.1 (d) or (e), if the Employee executes, and does not revoke, a Separation Agreement and Release in a form acceptable to the Company, the Company shall pay Employee, on the Company’s regular payroll dates, commencing on the first such date that occurs at least eight days following the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term execution of the Employee’s employment Separation Agreement and Release, amounts equal to the then applicable Base Compensation, excluding bonus, for an additional one a period of six (16) months, pay Employee a portion of any annual bonus he would have earned had he remained employed, prorated based on the number of months he was employed during the calendar year period for which the bonus is calculated, and paid on the date it would have been paid had he remained employed, and if the Employee chooses not to continue in timely elects and remains eligible for continued coverage under COBRA, the employ Company will pay that portion of the Corporation, the Employee shall be entitled COBRA premiums it was paying prior to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and Termination for the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then period the Employee shall be entitled to is receiving severance under this Agreement or until the same severance benefits as if the EmployeeEmployee is eligible for health care coverage under another Employer’s employment were terminated pursuant to Section 5(a)(v); providedplan, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Causewhichever period is shorter.”
(c) Upon termination Following a Termination Event, both the Employee and the Company agree not to make to any person, including but not limited to customers of the EmployeeCompany, any statement that disparages the other or which reflects negatively upon the other in any manner likely to be harmful to them or their business, business reputation or personal reputation, including but not limited to statements regarding the Company’s employment pursuant financial condition, its officers, directors, shareholders, employees and affiliates; provided that both the Employee and the Company may respond accurately and fully to Section 5(a)(v) any question, inquiry or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition request for information when required by legal process. The Company’s obligations under this section are limited to the accrued but unpaid compensation Company’s officers and vacation pay through the end directors and Company representatives with knowledge of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”this provision.
(d) Upon termination Following a Termination Event, Employee shall fully cooperate with the Company in all matters relating to the winding up of the Employee’s employment pursuant to Section 5(a)(iv) or (vi)pending work including, but not limited to, any litigation in addition to which the reimbursement Company is involved, and the orderly transfer of documented, unreimbursed expenses incurred prior any such pending work to such date, the Employee shall other Employees as may be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder designated by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in fullCompany.
Appears in 1 contract
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant to Section 5(a)(i5(a){i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iiiS(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(vS(a)(v); provided, however, if such Non-Non- Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(viS(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(vS(a)(v) or other than pursuant to Section 5(a)(iS(a)(i), 5(a)(iiS(a)(ii), 5(a)(iiiS(a)(iii), 5(a)(ivS(a)(iv), or 5(a)(viS(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six twelve months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(vS(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(ivS(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date[death], the Employee or his Executive’s estate or beneficiaries, as applicable, beneficiaries shall be entitled to the following severance benefits: (i) continued provision for a period of twelve six (126) months following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (ii) payment on a pro-rated prorated basis of any bonus or other payments earned in connection with any the Corporation’s then-existing bonus plan to which in place at the Employee was a participant as of the date of death or Total Disability earned prior to the date time of termination.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(ii) [disability], the Executive shall be entitled to the following severance benefits: (i) continued provision for a period of one (1) year following the Executive’s Total Disability of Benefit Plans extended from time to time by the Corporation to its senior executives; and (ii) payment on a prorated basis of any bonus or other payments earned in connection with the Corporation’s then-existing bonus plan in place at the time of termination. The Corporation may credit against such amounts any proceeds paid to Executive with respect to any disability policy maintained for his benefit.
(c) Upon termination of the Executive’s employment pursuant to Section 5(a)(iii)) [non-renewal], where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the receive: (i) accrued but unpaid compensation through the date of termination termination; and (ii) payment on a prorated basis of any bonus or other benefits accrued to him under any Benefit Plans outstanding payments earned in connection with the Corporation’s then-existing bonus plan in place at such the time and the reimbursement of documented, unreimbursed expenses incurred prior to such datetermination. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v)5(a)(iv) [good reason]; provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi5(a)(v) (for “Cause”)[cause], then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(cd) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v) or other than pursuant [cause], the Executive shall be entitled to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the receive accrued but unpaid compensation and vacation pay through the end date of termination.
(e) Upon termination of the Term Executive’s employment (A) pursuant to Section 5(a)(iv) [good reason], or any then applicable extension of (B) by the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such dateCorporation without Cause, the Employee Executive shall be entitled to the following severance benefits: (i) a cash paymentthe accrued but unpaid compensation through the date of termination; (ii) if termination occurs within the first year of employment, based on the current scale of Employeeamount represented by the CD (which amount is in exchange for Executive’s Base Salary, equal continued compliance with the covenants and restrictions hereunder after termination); (iii) the bonus the Executive would have earned pursuant to six months of Base Salarythis Agreement, to be paid upon the date of termination of employment in a single lump sum payment not later than sixty (60) days following such terminationmonthly installments, less withholding of all applicable taxes; and (iiiv) continued provision for a period of twelve one (121) months year after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”executives.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Employment Agreement (Empire Sports & Entertainment Holdings Co.)
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him her under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his her estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him her under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him her under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him her under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his her death until paid in full.
Appears in 1 contract
Sources: Employment Agreement (Drone Aviation Holding Corp.)
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i), 5(a)(iv) or (ii5(a)(vi), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision Base Salary paid through the date of termination; (ii) Bonus pro-rated for year of termination, based on greater of prior year bonus earned or current year bonus that would be earned absent termination; (iii) the vesting of all Share Awards ceases upon termination; (iv) the Restricted Stock Grant for all unvested shares are forfeited; (v) the unvested Performance Shares are forfeited; provided, however that in the event of the Death of the Executive, the number of Performance Shares to be earned shall be based on actual performance against target; and (vi) the right to receive any payments to which Executive is entitled pursuant to Sections 4(d), (e) and (f) through the date of termination and for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time 90 days thereafter should such rights to time by the Corporation to its senior Employees; compensation occur and (iivii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned reimbursement for expenses incurred but not paid prior to the date such termination of terminationemployment.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where then the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to: (i) Base Salary paid through the date of termination; (ii) Bonus pro-rated for the year in which termination occurs based on greater of prior year bonus earned or current year bonus that would be earned absent termination; (iii) the vesting of all Share Awards ceases upon termination; (iv) the Restricted Stock Grant shall be adjusted to reflect pro-rata vesting based on applicable vesting schedule and number of days since each applicable grant date; (v) the Performance Shares shall be equal to the number of Performance Shares earned based on actual performance against the agreed upon financial targets; and (vi) the right to receive only the accrued but unpaid compensation any payments to which Executive is entitled pursuant to Sections 4(d), (e) and (f) through the date of termination and any other benefits accrued for a period of 90 days thereafter should such rights to him under any Benefit Plans outstanding at such time compensation occur; and the (vii) reimbursement of documented, unreimbursed for expenses incurred but not paid prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment termination of severance benefits will be contingent upon a determination as to whether termination was properly for “Causeemployment.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(ii), 5(a)(v) or other than pursuant to Section 5(a)(i5(a)(viii), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to then the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefitsto: (i) a cash paymentseverance payment (the “Severance Payment”), based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to which amount shall be paid in a single cash lump sum payment not later than sixty within ten (6010) days following of the date of termination, in an amount equal to the higher of the aggregate amount of the Executive's Base Salary for the then remaining term of this Agreement or twelve times the average monthly Base Salary paid or accrued during the three full calendar months immediately preceding such termination, less withholding of all applicable taxes; (ii) continued provision immediate vesting of all unvested Share Awards and the extension of the exercise period of such options to the later of the longest period permitted by the Corporation’s stock option plans or ten years following the date of termination; (iii) payment in respect of compensation earned but not yet paid (the “Compensation Payment”) which amount shall be paid in a cash lump sum within ten (10) days of the date of termination and shall include any payment for the pro-rata number of vacation days earned, but not taken in the preceding calendar year; and (iv) payment of the cost of comprehensive medical insurance for Executive for a period of twelve months following the date of termination; (12v) payment of the cost of office space, not to exceed $3,000 per month for a period of twelve months after from the date of termination; and (vi) the right to receive any payments to which Executive is entitled pursuant to Sections 4(d), (e) and (f) through the date of termination and for a period of the benefits under Benefit Plans extended from time 90 days thereafter should such rights to time by the Corporation to its senior Employees; compensation occur and (iiivii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan reimbursement for expenses incurred but not paid prior to which the Employee was a participant as of the date of the Employee’s such termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi5(a)(vii), in addition to then the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefitsto: (i) accrued and an amount equal to three (3) times the Executive’s then Base Salary payable in a lump sum; (ii) earned but unpaid Base Salary through the date of termination; (iii) any Annual Bonus earned pursuant to Section 4(c), less withholding in respect of applicable taxes and employment during the entire calendar year preceding the calendar year in which termination occurs, but not yet paid; (iv) any deferred compensation or bonuses, including interest or other credits on the deferred compensation amounts as permitted pursuant to Section 4(j) of this Agreement; (v) reimbursement for expenses incurred but not paid prior to such termination of employment; (vi) an amount equal to any accrued but unused vacation or other paid time off as of the termination of employment; (vii) such rights to other benefits accrued as may be provided in applicable written plan documents of the Corporation, including, without limitation, documents defining applicable employee benefit plans and programs, according to him under any Benefit Plans outstanding the terms and conditions of such documents; (viii) continuation of the Executive’s group medical insurance, at such time; and (ii) continued provisionthe Corporation’s expense, for a period of one eighteen (118) month months after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended or, at the Corporation’s option, payment to the Employee at Executive of the time economic equivalent thereof; (ix) all outstanding stock options, grants, units issued by the Corporation to the Executive as of the date of termination (including without limitation all Share Awards) shall be immediately vested; and (x) the right to receive any payments to which Executive is entitled pursuant to Sections 4(d), (e) and (f) through the date of termination. Employee All payments set forth herein shall be paid by the Corporation within ten (10) days of the date of termination of employment.
(e) Executive shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant hereunder for any reason, the Company will pay Employee all amounts owed to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation Employee through the date of death or Total Disability and any other benefits accrued Termination. Any amounts earned by Employee as of the date of Termination but due to him under any Benefit Plans outstanding be paid Employee at such time and a future date shall be paid when otherwise due, in accordance with applicable law. Upon termination, the reimbursement entitlement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate her Estate to benefits, or beneficiariesto continuation or conversion rights, as applicable, under any Company sponsored benefit plan shall be entitled determined in accordance with applicable law and the provisions of such plan.
(b) Upon termination of Employee’s employment under Sections 4.1 (d) or (e), if the Employee executes, and does not revoke, a Separation Agreement and Release in a form acceptable to the Company, the Company shall pay Employee, on the Company’s regular payroll dates, commencing on the first such date that occurs at least eight days following severance benefits: (i) continued provision the Employee’s execution of the Separation Agreement and Release, amounts equal to the then applicable Base Compensation, excluding bonus, for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesmonths; and (ii) payment on pay Employee a pro-rated basis portion of any bonus or other payments she would have earned in connection with any bonus plan to had she remained employed, prorated based on the number of months she was employed during the calendar year for which the bonus is calculated, and paid on the date it would have been paid had she remained employed; and if the Employee was a participant as timely elects and remains eligible for continued coverage under COBRA, the Company will pay that portion of the date of death or Total Disability earned COBRA premiums it was paying prior to the date of termination.
(b) Upon termination of Termination for the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, is receiving severance under this Agreement or until the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him is eligible for health care coverage under any Benefit Plans outstanding at such time and the reimbursement of documentedanother Employer’s plan, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Causewhichever period is shorter.”
(c) Upon termination Following a Termination Event, both the Employee and the Company agree not to make to any person, including but not limited to customers of the EmployeeCompany, any statement that disparages the other or which reflects negatively upon the other in any manner likely to be harmful to them or their business, business reputation or personal reputation, including but not limited to statements regarding the Company’s employment pursuant financial condition, its officers, directors, shareholders, employees and affiliates; provided that both the Employee and the Company may respond accurately and fully to Section 5(a)(v) any question, inquiry or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition request for information when required by legal process. The Company’s obligations under this section are limited to the accrued but unpaid compensation Company’s officers and vacation pay through the end directors and Company representatives with knowledge of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”this provision.
(d) Upon termination Following a Termination Event, Employee shall fully cooperate with the Company in all matters relating to the winding up of the Employee’s employment pursuant to Section 5(a)(iv) or (vi)pending work including, but not limited to, any litigation in addition to which the reimbursement Company is involved, and the orderly transfer of documented, unreimbursed expenses incurred prior any such pending work to such date, the Employee shall other Employees as may be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder designated by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in fullCompany.
Appears in 1 contract
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Employment Agreement (Drone Aviation Holding Corp.)
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior to the date of termination.Disability
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of EmployeeExecutive’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the EmployeeExecutive’s termination of employment, of benefits under Benefit Plans extended to the Employee Executive at the time of termination. Employee Executive shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Employment Agreement (Drone Aviation Holding Corp.)
Effects of Termination. (a) Upon termination of the Employee’s employment If this Agreement is terminated by Purchaser, pursuant to Section 5(a)(i9.1(a)(ii), 9(a)(iii), 9(a)(iv), 9(a)(vi)(x), 9(a)(vii) or (ii9(a)(viii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documentedSeller shall, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: within five (i5) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as days of the date termination of death or Total Disability earned prior to this Agreement, reimburse Purchaser the date amount of terminationthe ▇▇▇▇▇▇▇ Money Deposit plus interest thereon.
(b) Upon termination of the Employee’s employment If this Agreement is terminated by Purchaser, pursuant to Section 5(a)(iii9(a)(v), where the Corporation has offered to renew the term Seller shall within five (5) days of the Employee’s employment for an additional one (1) year period and termination of this Agreement reimburse Purchaser the Employee chooses not to continue in the employ amount of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause▇▇▇▇▇▇▇ Money Deposit plus interest thereon.”
(c) Upon termination of the Employee’s employment If this Agreement is terminated by Purchaser, pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i9(a)(vi)(y), 5(a)(iiSeller shall (provided Purchaser is not then in breach of this Agreement), 5(a)(iii), 5(a)(iv), or 5(a)(viwithin five (5) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end days of the Term or any then applicable extension termination of this Agreement, reimburse Purchaser the amount of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”▇▇▇▇▇▇▇ Money Deposit plus interest thereon.
(d) Upon termination of the Employee’s employment If this Agreement is terminated by Seller, pursuant to Section 5(a)(iv9(b)(i) or (vi9.1(b)(iv), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Seller shall be entitled to retain the following severance benefits: (i) accrued ▇▇▇▇▇▇▇ Money Deposit plus interest thereon as liquidated damages which shall be Seller's sole recourse against Purchaser and unpaid Base Salary through the date of termination, less withholding of applicable taxes and Seller shall not be entitled to any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date monies from Purchaser in excess of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act▇▇▇▇▇▇▇ Money Deposit.
(e) Any payments required If this Agreement is terminated by Seller, pursuant to be made Section 9(b)(ii), 9(b)(iii) or 9(b)(v), Seller shall (provided Purchaser is not then in breach of this Agreement), within five (5) days of termination of this Agreement, reimburse Purchaser the amount of the ▇▇▇▇▇▇▇ Money Deposit plus interest thereon.
(f) Notwithstanding the foregoing, no failure on the part of Seller or Purchaser to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right including the right to seek specific performance. The remedies herein provided are cumulative and not exclusive of any other remedies provided by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in fulllaw.
Appears in 1 contract
Effects of Termination. (a) Upon termination of the Employee’s Executive's employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his Executive's estate or beneficiaries, as applicable, beneficiaries shall be entitled to the following severance benefits: (i) three (3) months' Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes; and (ii) continued provision for a period of twelve three (123) months following the Employee’s Executive's death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives.
(b) Upon termination of the Executive's employment pursuant to Section 5(a)(ii), the Executive shall be entitled to the following severance benefits: (i) six (6) months' Base Salary at the then current rate, to be paid from the date of termination until paid in full in accordance with the Corporation's usual payroll practices, including the withholding of all applicable taxes; (ii) continued provision for a period of six (6) months following the Executive's Total Disability of Benefit Plans extended from time to time by the Corporation to its senior executives; and (iiiii) payment on a pro-rated prorated basis of any bonus or other payments earned in connection with any the Corporation's then-existing bonus plan to which in place at the Employee was a participant as of the date of death or Total Disability earned prior to the date time of termination. The Corporation may credit against such amounts any proceeds paid to Executive with respect to any disability policy maintained for his benefit.
(bc) Upon termination of the Employee’s Executive's employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s Executive's employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only receive: (i) the accrued but unpaid compensation and vacation pay through the date of termination; and (ii) continued provision for a period of one (1) year following the date of termination and any other of benefits accrued to him under any Benefit Plans outstanding at such extended from time and to time by the reimbursement of documented, unreimbursed expenses incurred prior Corporation to such dateits senior executives. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the Employee’s Executive's employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s 's statement that the Employee’s Executive's employment was terminated due to Section 5(a)(vi) (for “"Cause”"), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “"Cause.”"
(cd) Upon termination of the Employee’s Executive's employment pursuant to Section 5(a)(vSections 5(a)(iv) or other than pursuant to Section 5(a)(iand (vi), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vithe Executive shall be entitled to receive: (i) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end date of termination; and (ii) continued provision for a period of six (6) months following the date of termination of benefits under Benefit Plans extended from time to time by the Corporation to its senior executives.
(e) Upon termination of the Term Executive's employment (A) pursuant to Section 5(a)(v), (B) by the Corporation without Cause or any then applicable extension (C) if within a two year period after a Change of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such dateControl occurs, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on two (2) years' Base Salary and bonus the current scale of Employee’s Base Salary, equal Executive would have earned pursuant to six months of Base Salarythis Agreement, to be paid upon the date of termination of employment in a single lump sum payment not later than sixty (60) days following such terminationmonthly installments, less withholding of all applicable taxes; and (ii) continued provision for a period of twelve two (122) months years after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”executives.
(df) Upon termination of the Employee’s employment this Agreement pursuant to Section 5(a)(iv) or (vi5(b), in addition to the reimbursement all rights and obligations of documented, unreimbursed expenses incurred prior to each party hereunder shall immediately cease; provided that such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to this Agreement shall not affect in any manner the Employee at the time of termination. Employee shall have any conversion parties' respective rights available and obligations under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation ActInterim Arrangement.
(eg) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the Employee’s Executive's beneficiaries in the event of his death until paid in fullfull except for the continuation of benefits under the Benefit Plans.
(h) The Corporation shall reimburse the Executive for all legal and professional fees and expenses incurred by the Executive as a result of termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement, provided the Executive is substantially successful in such action).
(i) The Executive shall not be required to mitigate the amount of any payment provided herein by seeking other employment or by becoming engaged in any other undertaking to earn a livelihood or otherwise, nor shall the amount of any payment provided for herein be reduced by any compensation earned by the Executive as the result of employment by another employer after termination of employment, or as a result of his engagement in any undertaking otherwise.
Appears in 1 contract
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) twelve (12) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes; (ii) continued provision for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation or InterClick to its senior Employeesexecutives; and (iiiii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation or InterClick has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation or InterClick tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end date of the Term or any then applicable extension of the Term termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on the greater of twelve (12) months’ Base Salary at the then current scale rate or the remainder of Employee’s the Base Salary, equal to six months of Base SalarySalary due under this Agreement, to be paid upon the date of termination of employment in a single lump sum payment not later than sixty (60) days following such terminationmonthly installments, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation or InterClick to its senior Employeesexecutives; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation or InterClick without “Cause”.
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provision, for a period of one (1) month after the date of the EmployeeExecutive’s termination of employment, of benefits under Benefit Plans extended to the Employee Executive at the time of termination. Employee Executive shall have any conversion rights available under the Corporation’s or InterClick’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation or InterClick to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Employment Agreement (Customer Acquisition Network Holdings, Inc.)
Effects of Termination. (A) In the event that (i) the Term of this Agreement is not extended beyond either the Initial Term or any current Renewal Term, (ii) is terminated as a result of an EDNC Event of Default, (iii) is terminated as a result of a Bayer Event of Default or (iv) is automatically terminated pursuant to Section 17.3 hereof, Bayer shall pay to EDNC the appropriate termination fee (as hereinafter provided); the Project Agreements shall terminate (except as otherwise provided in Section 17.4(B) hereof); and all right and interest of EDNC to and under the Ground Lease and the Leasehold Improvements shall automatically terminate without further action by Bayer, EDNC or any other party. In the case of a termination due to (a) Upon termination the expiration of the Employee’s employment pursuant Initial Term or any Renewal Term, any automatic termination under Section 17.3 hereof, Bayer shall pay to Section 5(a)(iEDNC the Expiration Termination Fee; (b) or (ii)an EDNC Event of Default, in addition Bayer shall pay to EDNC the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior EmployeesEDNC Default Termination Fee; and (iic) payment on a pro-rated basis Bayer Event of any bonus or other payments earned Default, Bayer shall pay to EDNC the Bayer Termination Fee. The Bayer Agreement shall govern Bayer's rights and obligations in connection with any bonus plan to which the Employee was a participant as respect of the date Owner Trustee in the case of death or Total Disability earned prior such a termination. Any election by Bayer pursuant to the date Bayer Agreement shall not release EDNC or El Dorado from liability for any deficiencies EDNC owes pursuant to any of terminationthe Project Agreements. EDNC's interest in and title to the Leasehold Improvements shall be transferred to Bayer upon payment to EDNC (or to the Owner Trustee on behalf of EDNC) of the Expiration Termination Fee, the EDNC Default Termination Fee or the Bayer Termination Fee, whichever is applicable. If the Bayer Default Termination Fee, the EDNC Default Termination Fee or the Expiration Termination Fee is a negative number, then EDNC shall pay to Bayer the deficiency.
(bB) Upon The termination contemplated by this Section 17 shall be conditioned upon and subject to the receipt of any necessary regulatory approvals, including without limitation the expiration of the Employee’s employment pursuant to Section 5(a)(iiiwaiting period under the H▇▇▇- ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (if applicable), where and any necessary approvals under the Corporation has offered to renew Exon-F▇▇▇▇▇ Act, as amended (if applicable). The termination shall be effective (A) within thirty (30) days following the term expiration of the Employee’s employment for an additional one Term of this Agreement, (1B) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through within ninety (90) days following the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In in the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were Project Agreements are terminated pursuant to Section 5(a)(v)17.1, 17.2 or 17.3 hereof or (C) within ninety (90) days following the exercise of the Right of First Refusal described in Section 21 hereof; provided, however, that in no event shall the transaction be consummated until the expiration of the waiting period, if any, imposed by the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act, as amended (if applicable), and the receipt by the parties of all other necessary regulatory approvals. At the termination, EDNC shall take all action necessary (in the sole discretion of Bayer and its counsel) to transfer its interest in the Leasehold Improvements and other assets comprising the EDNC Baytown Plant and to surrender the Leased Premises free and clear of any and all liens, encumbrances and liabilities (direct, contingent and otherwise) other than the Permitted Exceptions (as such Nonterm is defined in the Ground Lease), the Leveraged Lease liabilities assumed by Bayer (if any) and such other liens, encumbrances and liabilities imposed by or through Bayer. The rights set forth in Section 16, the obligations set forth in this Section 17, and the indemnification obligations contained in Section 18 and elsewhere in the Project Agreements shall survive any termination or expiration of the Project Agreements, and the payment of the Expiration Termination Fee, the Bayer Default Termination Fee or the EDNC Default Termination Fee shall be subject to offset by Bayer for damages otherwise recoverable by Bayer hereunder.
(C) In the event that the termination of the Project Agreements and the payment of the Expiration Termination Fee, the Bayer Default Termination Fee or the EDNC Default Termination Fee (as applicable) shall be prohibited or materially delayed by the operation of the H▇▇▇-Renewal Notice was triggered due ▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act, as amended, the Exon-F▇▇▇▇▇ Act, as amended, or any other applicable federal, state or local law, EDNC and Bayer agree to negotiate in good faith appropriate agreements that will permit EDNC to continue to operate the EDNC Baytown Plant for the continued production of Nitric Acid for Bayer. Such agreements shall include a continuation of term of the Ground Lease and mutually acceptable terms pertaining to the Corporation’s statement that provision of the Employee’s employment was terminated due to Section 5(a)(vi) (Ammonia, Utilities and Services necessary for “Cause”), then payment the continuing operation by EDNC of severance benefits will be contingent upon a determination as to whether termination was properly for “Causethe EDNC Baytown Plant.”
(cD) Upon termination of this Agreement pursuant to this Section 17 or exercise of the Employee’s employment Right of First Refusal pursuant to Section 5(a)(v) 21 hereof, the nondefaulting party or other than pursuant parties shall be entitled to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), recover from the defaulting party or 5(a)(vi) (i.e., without “Cause”)parties, in addition to all other sums due and payable by the accrued but unpaid compensation and vacation pay through the end of the Term defaulting party or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documentedparties hereunder, unreimbursed all expenses incurred in enforcing this Agreement, including without limitation, all reasonable attorneys' fees and out-of-pocket litigation expenses. Termination of this Agreement for any cause whatsoever shall not interfere with, affect or prevent the collection by the nondefaulting party or parties of any and all sums of money accrued hereunder or otherwise due to the nondefaulting party or parties prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date such termination becomes effective. Termination of termination of this Agreement for any reason shall not relieve the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis defaulting party or parties of any bonus of its or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In additiontheir unfulfilled obligations under this Agreement, any options including, without limitation, its or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”their indemnification obligations hereunder.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i), 5(a)(iv) or (ii5(a)(vi), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision Base Salary paid through the date of termination; (ii) Bonus pro-rated for year of termination, based on greater of prior year bonus earned or current year bonus that would be earned absent termination; (iii) the vesting of all Shares Awards ceases upon termination; (iv) the Restricted Stock Grant for all unvested shares are forfeited; (v) the unvested Performance Shares are forfeited; provided, however that in the event of the Death of the Executive, the number of Performance Shares to be earned shall be based on actual performance against target; and (vi) the right to receive any payments to which Executive is entitled pursuant to Sections 4(d), (e) and (f) through the date of termination and for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time 90 days thereafter should such rights to time by the Corporation to its senior Employees; compensation occur and (iivii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned reimbursement for expenses incurred but not paid prior to the date such termination of terminationemployment.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where then the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to: (i) Base Salary paid through the date of termination; (ii) Bonus pro-rated for the year in which termination occurs based on greater of prior year bonus earned or current year bonus that would be earned absent termination; (iii) the vesting of all Share Awards ceases upon termination; (iv) the Restricted Stock Grant shall be adjusted to reflect pro-rata vesting based on applicable vesting schedule and number of days since each applicable grant date; (v) the Performance Shares shall be equal to the number of Performance Shares earned based on actual performance against the agreed upon financial targets; and (vi) and (vi) the right to receive only the accrued but unpaid compensation any payments to which Executive is entitled pursuant to Sections 4(d), (e) and (f) through the date of termination and any other benefits accrued for a period of for a period of 90 days thereafter should such rights to him under any Benefit Plans outstanding at such time compensation occur and the (vii) reimbursement of documented, unreimbursed for expenses incurred but not paid prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment termination of severance benefits will be contingent upon a determination as to whether termination was properly for “Causeemployment.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(ii), 5(a)(v) or other than pursuant to Section 5(a)(i5(a)(viii), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to then the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefitsto: (i) a cash paymentseverance payment (the “Severance Payment”), based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to which amount shall be paid in a single cash lump sum payment not later than sixty within ten (6010) days following of the date of termination, in an amount equal to the higher of the aggregate amount of the Executive's Base Salary for the then remaining term of this Agreement or twelve times the average monthly Base Salary paid or accrued during the three full calendar months immediately preceding such termination, less withholding of all applicable taxes; (ii) continued provision immediate vesting of all unvested Share Awards and the extension of the exercise period of such options to the later of the longest period permitted by the Corporation’s stock option plans or ten years following the date of termination; (iii) payment in respect of compensation earned but not yet paid (the “Compensation Payment”) which amount shall be paid in a cash lump sum within ten (10) days of the date of termination and shall include any payment for the pro-rata number of vacation days earned, but not taken in the preceding calendar year; and (iv) payment of the cost of comprehensive medical insurance for Executive for a period of twelve months following the date of termination; (12v) payment of the cost of office space, not to exceed $3,000 per month for a period of twelve months after from the date of termination; and (vi) the right to receive any payments to which Executive is entitled pursuant to Sections 4(d), (e) and (f) through the date of termination and for a period of the benefits under Benefit Plans extended from time for a period of 90 days thereafter should such rights to time by the Corporation to its senior Employees; compensation occur and (iiivii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan reimbursement for expenses incurred but not paid prior to which the Employee was a participant as of the date of the Employee’s such termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi5(a)(vii), in addition to then the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefitsto: (i) accrued and an amount equal to three (3) times the Executive’s then Base Salary payable in a lump sum; (ii) earned but unpaid Base Salary through the date of termination; (iii) any Annual Bonus earned pursuant to Section 4(c), less withholding in respect of applicable taxes and employment during the entire calendar year preceding the calendar year in which termination occurs, but not yet paid; (iv) any deferred compensation or bonuses, including interest or other credits on the deferred compensation amounts as permitted pursuant to Section 4(j) of this Agreement; (v) reimbursement for expenses incurred but not paid prior to such termination of employment; (vi) an amount equal to any accrued but unused vacation or other paid time off as of the termination of employment; (vii) such rights to other benefits accrued as may be provided in applicable written plan documents of the Corporation, including, without limitation, documents defining applicable employee benefit plans and programs, according to him under any Benefit Plans outstanding the terms and conditions of such documents; (viii) continuation of the Executive’s group medical insurance, at such time; and (ii) continued provisionthe Corporation’s expenses, for a period of one eighteen (118) month months after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended or, at the Corporation’s option, payment to the Employee at Executive of the time economic equivalent thereof; (ix) all outstanding stock options, grants, units (including without limitation all Share Awards) issued by the Corporation to the Executive as of the date of termination shall be immediately vested; and (x) the right to receive any payments to which Executive is entitled pursuant to Sections 4(d), (e) and (f) through the date of termination. Employee All payments set forth herein shall be paid by the Corporation within ten (10) days of the date of termination of employment.
(e) Executive shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon 1. In the event of automatic termination by reason of the Employee’s employment pursuant Executive's death or by Conn's by reason of Executive's permanent disability, Conn's shall have no further obligations under this Agreement except for its obligation to Section 5(a)(i) or (ii)pay Executive's Base Salary and Incentive Compensation, in addition to the if any, earned and accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued permanent disability. Executive shall have the right to him receive payments under any Benefit Plans outstanding at such time and the reimbursement death or disability benefits, if any, provided to Executive pursuant to Section C.3. of documented, unreimbursed expenses incurred prior to such date, this Agreement.
2. In the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: event (i) continued provision Conn's exercises its right of termination other than for a period of twelve (12) months following the Employee’s death Cause or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments this Agreement is not renewed by Conn's when it expires, Conn's shall be obligated to pay Executive's Base Salary and Incentive Compensation, if any, earned in connection with any bonus plan to which the Employee was a participant as of and accrued but unpaid through the date of death termination. In addition, Conn's shall pay as severance pay one (1) year of Executive's current Base Salary. Such payments shall be made in equal installments in such intervals as the Base Salary was paid at the time of such termination or Total Disability expiration.
3. In the event Conn's terminates Executive for Cause or Executive terminates his employment, Conn's shall have no further obligations under this Agreement except for its obligations to pay Executive's Base Salary earned prior to and accrued but unpaid through the date of termination.
4. If the Executive's employment is terminated under Section E.1 or E.2, Executive (band his spouse) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only participate in Conn's major medical/health insurance plan (the accrued but unpaid compensation through "Health Plan") until January 31, 2017, provided that Executive (or his spouse, as the date of termination case may be) will pay the unsubsidized premium associated with such amount and any other benefits accrued shall participate in Medicare to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such dateextent eligible. In the event Executive is ineligible to participate in the Corporation tenders Health Plan, Conn's shall procure a Non-Renewal Notice comparable insurance policy for Executive and his spouse (a "Replacement Policy"). Executive shall pay an amount equal to unsubsidized premium he would have paid to participate in the EmployeeHealth Plan had he been eligible, then and any costs in excess of such amounts for the Employee Replacement Policy shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Causepaid by Conn's.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his Executive’s estate or beneficiaries, as applicable, beneficiaries shall be entitled to the following severance benefits: (i) twelve (12) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes; and (ii) continued provision for a period of twelve one (121) months year following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives.
(b) Upon termination of the Executive’s employment pursuant to Section 5(a)(ii), the Executive shall be entitled to the following severance benefits: (i) twelve (12) months’ Base Salary at the then current rate, to be paid from the date of termination, payable in a lump sum, less the withholding of all applicable taxes; (ii) continued provision for a period of one (1) year following the Executive’s Total Disability of Benefit Plans extended from time to time by the Corporation to its senior executives; and (iiiii) payment on a pro-rated basis of any bonus or other payments earned in connection with any the Corporation’s then-existing bonus plan to which in place at the Employee was a participant as of the date of death or Total Disability earned prior to the date time of termination...
(bc) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vireceive: (i) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end date of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months following the date of termination of benefits under Benefit Plans extended from time to time by the Corporation to its senior executives. In the event the Corporation tenders Non-Renewal Notice to the Executive, then the Executive shall be entitled to the same severance benefits as if the Executive’s employment were terminated pursuant to Section 5(a)(v).
(d) Upon termination of the Executive’s employment (A) pursuant to Section 5(a)(v), (vi), (viii) or (B) if within a two year period after a Change of Control occurs, the Executive shall be entitled to the following severance benefits: (i) the full, but unpaid remaining compensation of the full term of the contract, plus twelve (12) months base salary and all bonuses then due to Executive, plus vacation pay through the date of termination; less withholding of all applicable taxes and (ii) continued provision for a period of two (2) years after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.executives
(e) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his her death until paid in fullfull except for the continuation of benefits under the Benefit Plans.
(f) The Corporation shall reimburse the Executive for all legal and professional fees and expenses incurred by the Executive as a result of termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement provided the Executive is substantially successful in such action).
(g) The Executive shall not be required to mitigate the amount of any payment provided herein by seeking other employment or by becoming engaged in any other undertaking to earn a livelihood or otherwise, nor shall the amount of any payment provided for herein be reduced by any compensation earned by the executive as the result of employment by another employer after termination of employment, or as a result of her engagement in any undertaking otherwise.
Appears in 1 contract
Sources: Employment Agreement (Enter Corp)
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, payment based on the current scale of EmployeeExecutive’s Base Salary, equal to six : (x) two months of Base SalarySalary if the termination occurs prior to the six month anniversary of the Effective Date or (y) four months of Base Salary if the termination occurs after the six month anniversary of the Effective Date, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provision, for a period of one (1) month after the date of the EmployeeExecutive’s termination of employment, of benefits under Benefit Plans extended to the Employee Executive at the time of termination. Employee Executive shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. Upon any termination of employment for any reason, whether by the Executive or the Corporation, the Executive shall be paid accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at the date of termination and the reimbursement of documented, unreimbursed expenses incurred on or prior to such date, all paid as promptly as practicable and in accordance with applicable law, and the Executive shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Consolidated Omnibus Budget Reconciliation Act and any similar state law or regulation (collectively, “COBRA Rights”). The following provisions apply to specified termination events. Any Annual Bonus (including any pro-rated Annual Bonus) payable pursuant to the following provisions shall be paid at the same time that it would have been paid if the Executive’s employment had not terminated.
(a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) (Death) or (ii) (Disability), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision twenty-four (24) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes, within thirty (30) days of the date of termination; (ii) if the Executive elects continuation coverage for group health coverage pursuant to COBRA Rights, then for a period of twelve twenty-four (1224) months following the EmployeeExecutive’s death or Total Disability termination he will be obligated to pay only the portion of benefits under Benefit Plans extended from time the full COBRA Rights cost of the coverage equal to time an active employee’s share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Corporation Company’s share of such premiums (the “Employer-Provided COBRA Premium”) shall be treated as taxable income to its senior Employeesthe Executive; and (iiiii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior Disability. This Section 6(a) shall not terminate or otherwise interfere with any right to the date of terminationdisability payments.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii5(a)(iv) (Voluntary Termination by Executive), where 5(a)(v) (Termination for Good Reason), 5(a)(vii) (Termination by the Corporation has offered Company Without Cause) or 5(a)(viii) (Termination Within Forty Days of a Change in Control), in addition to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation and vacation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on twenty-four (24) months’ Base Salary at the then current scale of Employee’s Base Salary, equal to six months of Base Salaryrate, to be paid in a single lump sum payment not later than sixty thirty (6030) days following such termination, less withholding of all applicable taxes; (ii) continued provision if the Executive elects continuation coverage for group health coverage pursuant to COBRA Rights, then for a period of twelve twenty-four (1224) months after following the date of Executive’s termination he will be obligated to pay only the portion of the benefits under Benefit Plans extended from time full COBRA Rights cost of the coverage equal to time an active employee’s share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Corporation Employer-Provided COBRA Premium shall be treated as taxable income to its senior Employeesthe Executive; and (iii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment; provided, however, that the pro-rated Annual Bonus payable pursuant to Section 6(b)(iii) shall be no less than $200,000. In addition, any options or restricted stock equity grants issued to Executive shall be immediately vested vest upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”5(a)(vii).
(dc) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi) (Termination by the Company for Cause), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provisionif the Executive elects continuation coverage for group health coverage pursuant to COBRA Rights, then, for a period of one (1) month after following the date Executive’s termination, he will be obligated to pay only the portion of the Employeefull COBRA Rights cost of the coverage equal to an active employee’s termination share of employmentpremiums (if any) for coverage for one month of the respective plan year and, of benefits under Benefit Plans extended to the Employee at extent required by any applicable nondiscrimination rules, the time of termination. Employee Employer-Provided COBRA Premium shall have any conversion rights available under be treated as taxable income to the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation ActExecutive.
(ed) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Employment Agreement (DatChat, Inc.)
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) six (6) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes; (ii) continued provision for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation Company to its senior Employeesexecutives; and (iiiii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation Company has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the CorporationCompany, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation Company tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the CorporationCompany’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii5 (a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end date of the Term or any then applicable extension of the Term termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on the greater of twelve (12) months’ Base Salary at the then current scale rate or the remainder of Employee’s the Base Salary, equal to six months of Base SalarySalary due under this Agreement, to be paid in a single lump sum payment not later than sixty (60) days following such terminationequal bi-weekly installments, less withholding of all applicable taxes, at such times he would have received them if there was no termination; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation Company to its senior Employeesexecutives; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of terminationtaxes. Employee Executive shall have any conversion rights available under the CorporationCompany’s or Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation Company to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon termination of Employee's employment hereunder for any reason, the Company will promptly pay Employee all compensation owed to Employee and unpaid through the effective date of termination (including without limitation Base Compensation and Employee’s 's properly documented expense reimbursements).
(b) In addition, if Employee's employment pursuant to Section 5(a)(iis terminated under Sections 5.1 (d) or (ii)e) during the Term, and there has been a Change in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of Control within twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date termination, provided that Employee signs and does not revoke a complete and general release of termination.
(b) Upon termination of claims in a form to be reasonably determined by the Employee’s employment pursuant to Section 5(a)(iii)Company, where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue is in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employeematerial compliance with this Agreement, then the Employee Company shall be entitled to the same severance benefits as if the also pay Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such terminationthe fifteenth day after the effective date of the release, less withholding of all applicable taxes; (ii) continued provision for a period of lump sum severance payment in an amount equal to twelve (12) months of Base Compensation ("Severance Pay"). If there has not been a Change in Control with the previous twelve months of the termination date, Employee shall receive the Severance Pay in substantially equal installments over the twelve month (12) month period following the termination date with the first installment commencing with the fifteenth day after the effective date the release and the last installment occurring on the second anniversary of the termination date. Notwithstanding the foregoing, with respect to the Severance Pay, (x) the timing of all payments hereunder is subject to Section 6.13 below and (y) the first such installment of any Severance Pay shall be in an amount covering the time period from the date of termination of employment through the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; of such first installment and (iiiz) payment on a pro-rated basis the release of any bonus or other payments earned in connection with any bonus plan to which the all claims agreement must be executed by Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or and become effective by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through its own terms within no more than 55 days after the date of termination. However, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provisionnotwithstanding the foregoing, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time extent any portion (or all) of termination. Employee a severance payment that would be paid in a lump sum would violate Section 409A, then such amount shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to instead be made hereunder by the Corporation paid in installments pursuant to the Employee shall continue to the Employee’s beneficiaries in the event installment payment provisions of his death until paid in fullthis section.
Appears in 1 contract
Sources: Employment Agreement (RadNet, Inc.)
Effects of Termination. (a) Upon termination TERMINATION BY THE COMPANY WITHOUT CAUSE; OR NON-RENEWAL BY THE COMPANY. If the employment of the Employee’s employment pursuant to Section 5(a)(iExecutive should terminate by reason of (i) termination by the Company for any reason (other than Cause) or (ii)) the Company’s failure to renew this Agreement, in addition to then all compensation and benefits for the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, Executive shall be entitled to the following severance benefits: as follows:
(i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of termination.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee The Executive shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documentedpaid, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty within thirty (6030) days following such terminationafter the Date of Termination, less withholding the aggregate amount of (A) the Executive’s earned but unpaid Base Salary and accrued but unpaid vacation through the Date of Termination, and any Incentive Bonus required to be paid to the Executive pursuant to Section 4(a) above for the prior calendar year to the extent not previously paid, and reimbursement of all applicable taxes; expenses through the Date of Termination as required pursuant to Section 5(d) hereof (the “Accrued Obligations”), and (B) three (3) (the “Severance Multiple”) times the sum of (x) the Base Salary in effect on the Termination Date plus (y) the average Incentive Bonus received by the Executive for the three complete calendar years or such lesser number of calendar years as the Executive has been employed by the Company) immediately prior to the Termination Date (the “Severance Payment”).
(ii) continued provision At the time when incentive bonuses are paid to the Company’s other senior executives for the calendar year of the Company in which the Date of Termination occurs, the Executive shall be paid a pro-rated Incentive Bonus in an amount equal to the product of (x) the amount of the Incentive Bonus to which the Executive would have been entitled if the Executive’s employment had not been terminated, and (y) a fraction, the numerator of which is the number of days in the applicable calendar year for which the Executive was employed through the Date of Termination and the denominator of which is the three hundred sixty-five (365) days of the calendar year (a “Pro-Rated Bonus”).
(iii) The Company will allow the Executive and his dependents, at the Company’s cost, to continue to participate for a period of twelve thirty-six (1236) months after following the date Date of termination of Termination in the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; Company’s medical, dental and (iii) payment on a pro-rated basis of any bonus or other payments earned vision plan in connection with any bonus plan to which the Employee was a participant effect as of the date Date of Termination. The Company’s payment of this medical coverage will be made monthly during this period of coverage. To the Employee’s termination extent such medical benefits are taxable to the Executive, such benefits will not affect benefits to be provided in any other taxable year, and such amounts are intended to meet the requirements of employmentTreasury Regulation Section 1.409A-3(i)(1)(iv)(A) as “in-kind benefits”. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of Company will reimburse the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, Executive for a period of one thirty-six (136) month months following the Date of Termination for the cost of coverage for life insurance and long-term disability insurance, based upon the level of such benefits that were provided to the Executive under the Company’s life insurance and long-term disability plans in effect as of the Date of Termination, which reimbursements will be paid within seven (7) days after the date Executive pays any applicable premium. (The amount of any such reimbursements may not affect the expenses eligible for reimbursement in any other year. Such reimbursements are intended to meet the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv)(A).) (Collectively, these welfare benefits under (iii) are referred to as the “Other Benefits”). If the Executive engages in regular employment after his termination of employment with any organization, any employee welfare benefits received by the Executive in consideration of such employment which are similar in nature to the Other Benefits provided by the Company will relieve the Company of its obligation under this Section 7(a)(iii) to provide comparable benefits to the extent of the Employee’s termination of employmentbenefits so received, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee and such benefit hereunder shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Actbe forfeited.
(eiv) Any payments required annual performance shares, restricted shares, LTIP units or options awarded under Section 4(b) hereof shall immediately vest. Without limiting the foregoing, it is agreed that if the Executive’s employment is terminated pursuant to be made hereunder this Section 7(a), all outstanding stock options, restricted stock, LTIP units, and other equity awards granted to the Executive under any of the Company’s equity incentive plans (or awards substituted therefore covering the securities of a successor company) shall become immediately vested and exercisable in full. Likewise, all outstanding stock options, restricted stock, LTIP units and other equity awards granted to the Executive under any of the equity incentive plans of any entity advised by Ashford Inc. shall become immediately vested and exercisable in full to the extent provided in such plans and consistent with the vesting terms of such awards. Further, the Company agrees that upon a termination by the Corporation Company without cause or a non-renewal by the Company, to the Employee extent any LTIP units held by Executive have yet to reach the economic equivalent of common units, the LTIP units shall be fully vested (as provided above) but shall continue to be subject to the Employee’s beneficiaries earn-up provisions of the organizational documents of the issuer, and the Company shall take all reasonable efforts to cause such LTIP units to fully earn-up in the event of his death until paid in fullaccordance with such provisions.
Appears in 1 contract
Sources: Employment Agreement (Ashford Inc.)
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his Executive’s estate or beneficiaries, as applicable, beneficiaries shall be entitled to the following severance benefits: (i) three (3) months’ Base Salary that is in effect at the time of such termination, payable in a lump sum, less withholding of applicable taxes; and (ii) continued provision for a period of twelve one (121) months year following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives.
(b) Upon termination of the Executive’s employment pursuant to Section 5(a)(ii), the Executive shall be entitled to the following severance benefits: (i) eighteen (18) months’ Base Salary that is in effect at the time of such termination, to be paid from the date of termination until paid in full in accordance with the Corporation’s usual practices, including the withholding of all applicable taxes; (ii) continued provision during said eighteen (18) month period of the benefits under Benefit Plans extended from time to time by the Corporation to its senior executives; and (iiiii) payment on a pro-rated prorated basis of any bonus or other payments earned in connection with any the Corporation’s then-existing bonus plan to which in place at the Employee was a participant as of the date of death or Total Disability earned prior to the date time of termination. The Corporation may credit against such amounts any proceeds paid to Executive with respect to any disability policy maintained for his benefit.
(bc) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such datetime. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v5(a)(iv) or Section 5(a)(vi); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi5(a)(v) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(cd) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v5(a)(iv) or other than pursuant to Section 5(a)(i(vi), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on eighteen (18) months’ Base Salary that is in effect at the current scale time of Employee’s Base Salary, equal to six months of Base Salarysuch termination, to be paid upon the date of termination of employment in a single lump sum payment not later than sixty (60) days following such terminationmonthly installments, less withholding of all applicable taxes; (ii) continued provision for a period of twelve eighteen (1218) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (iii) payment on a pro-rated prorated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon .
(e) Upon termination of Employeethe Executive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vivii), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provision, for a period of one (1) month after the date of the EmployeeExecutive’s termination of employment, of benefits under Benefit Plans extended to the Employee Executive at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon termination of the If Employee’s employment under this Employment Agreement is terminated pursuant to Sections 4 (a), 4(b), or 4 (c) or if Employee resigns pursuant to Section 5(a)(i) or 4 (iie), in addition the Company’s obligations under this Employment Agreement, including obligations under Section 3, shall end except for the Company’s obligations to: (i) reimburse Employee (or his estate) for all out of pocket expenses incurred and unpaid pursuant to the Section 3 of this Agreement and all accrued but and unpaid compensation vacation leave and other benefits actually due pursuant to Section 3 through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeestermination; and (ii) payment on a pro-rated basis of any pay to Employee all salary and bonus or other payments earned in connection with any bonus plan compensation pursuant to which Section 3 through the Employee was a participant as of the date of death or Total Disability earned prior to the effective date of termination.
(b) Upon Notwithstanding anything to the contrary in this Employment Agreement or any other agreement between the parties, if Employee’s employment is terminated pursuant to Section 4 (d), in addition to providing the benefits described in Section 5 (a):
(i) The Company shall pay and/or provide to Employee all compensation, expenses, rights and benefits provided under Section 3 hereof for a period of twenty-four months after such termination as if termination by the Company pursuant to Section 4 (d) had not occurred;
(ii) Employee shall not be bound by the terms of Sections 6 and 7 of this Agreement after two years from the termination date;
(iii) Employee shall be fully vested in all stock options provided to him by the Company.
(iv) All payments due and not paid for the acquisition of Company become due upon date of termination;
(c) In the event Employee terminates Employee’s employment pursuant to Section 5(a)(iii)4(e) of this Agreement, where employee shall forfeit any and all outstanding and unpaid consideration then due to employee pursuant to any Merger Agreement or Acquisition Agreement entered into by and between Employee and employer or any parent company of employer unless Employee "voluntarily" terminates his employment with the Corporation Company because the Company has offered significantly reduced his authority to renew run the term Company or has transferred him to an office located outside of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.greater San Diego
Appears in 1 contract
Sources: Employment Agreement (Alternative Energy Partners, Inc.)
Effects of Termination. Upon any termination of employment for any reason, whether by the Executive or the Corporation, the Executive shall be paid accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at the date of termination and the reimbursement of documented, unreimbursed expenses incurred on or prior to such date, all paid as promptly as practicable and in accordance with applicable law, and the Executive shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Consolidated Omnibus Budget Reconciliation Act and any similar state law or regulation (collectively, “COBRA Rights”). The following provisions apply to specified termination events. Any Annual Bonus (including any pro-rated Annual Bonus) payable pursuant to the following provisions shall be paid at the same time that it would have been paid if the Executive’s employment had not terminated.
(a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) (Death) or (ii) (Disability), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision twelve (12) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes, within thirty (30) days of the date of termination; (ii) if the Executive elects continuation coverage for group health coverage pursuant to COBRA Rights, then for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability termination he will be obligated to pay only the portion of benefits under Benefit Plans extended from time the full COBRA Rights cost of the coverage equal to time an active employee's share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Corporation Company's share of such premiums (the "Employer-Provided COBRA Premium") shall be treated as taxable income to its senior Employeesthe Executive; and (iiiii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior Disability. This Section 6(a) shall not terminate or otherwise interfere with any right to the date of terminationdisability payments.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii) (Expiration of Term), where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination, payment on a pro-rated basis of any Annual Bonus, or other payments earned in connection with any bonus plan to which the Executive was a participant as of the date of the Executive’s termination and of employment, any other benefits accrued to him under any Benefit Plans outstanding at such time time, and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i(Termination for Good Reason), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi5(a)(vii) (i.e., without “Termination by the Company Without Cause”) or 5(a)(viii) (Termination Within Thirty Days of a Change in Control), in addition to the accrued but unpaid compensation and vacation pay through the end date of the Term or any then applicable extension of the Term termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on twelve (12) months’ Base Salary at the then current scale of Employee’s Base Salary, equal to six months of Base Salaryrate, to be paid in a single lump sum payment not later than sixty thirty (6030) days following such termination, less withholding of all applicable taxes; (ii) continued provision if the Executive elects continuation coverage for group health coverage pursuant to COBRA Rights, then for a period of twelve (12) months after following the date of Executive’s termination he will be obligated to pay only the portion of the benefits under Benefit Plans extended from time full COBRA Rights cost of the coverage equal to time an active employee's share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Corporation Employer-Provided COBRA Premium shall be treated as taxable income to its senior Employeesthe Executive; and (iii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock equity grants to Executive shall be immediately vested upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”5(a)(vii).
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) (Voluntary Termination by Executive) or (vi) (Termination by the Company for Cause), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provisionif the Executive elects continuation coverage for group health coverage pursuant to COBRA Rights, then, for a period of one (1) month after following the date Executive’s termination, he will be obligated to pay only the portion of the Employee’s termination full COBRA Rights cost of employmentthe coverage equal to an active employee's share of premiums (if any) for coverage for one month of the respective plan year and, of benefits under Benefit Plans extended to the Employee at extent required by any applicable nondiscrimination rules, the time of termination. Employee Employer-Provided COBRA Premium shall have any conversion rights available under be treated as taxable income to the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation ActExecutive.
(e) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Employment Agreement (Spherix Inc)
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) six (6) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes; (ii) continued provision for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (iiiii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end date of the Term or any then applicable extension of the Term termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on the greater of twelve (12) months’ Base Salary at the then current scale rate or the remainder of Employee’s the Base Salary, equal to six months of Base SalarySalary due under this Agreement, to be paid upon the date of termination of employment in a single lump sum payment not later than sixty (60) days following such terminationmonthly installments, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation or without “Cause”.
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provision, for a period of one (1) month after the date of the EmployeeExecutive’s termination of employment, of benefits under Benefit Plans extended to the Employee Executive at the time of termination. Employee Executive shall have any conversion rights available under the Corporation’s or Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant hereunder for any reason, the Company will pay Employee all amounts owed to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation Employee through the date of death or Total Disability and any other benefits accrued Termination. Any amounts earned by Employee as of the date of Termination but due to him under any Benefit Plans outstanding be paid Employee at such time and a future date shall be paid when otherwise due, in accordance with applicable law. Upon termination, the reimbursement entitlement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate Estate to benefits, or beneficiariesto continuation or conversion rights, as applicable, under any Company sponsored benefit plan shall be entitled determined in accordance with applicable law and the provisions of such plan.
(b) Upon termination of Employee’s employment under Sections 4.1 (d) or (e), if the Employee executes, and does not revoke, a Separation Agreement and Release in a form acceptable to the Company, the Company shall pay Employee, on the Company’s regular payroll dates, commencing on the first such date that occurs at least eight days following severance benefits: (i) continued provision the Employee’s execution of the Separation Agreement and Release, amounts equal to the then applicable Base Compensation, excluding bonus, for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on months, pay Employee a pro-rated basis portion of any annual bonus or other payments he would have earned in connection with any bonus plan to had he remained employed, prorated based on the number of months he was employed during the calendar year for which the bonus is calculated, and paid on the date it would have been paid had he remained employed, and if the Employee was a participant as timely elects and remains eligible for continued coverage under COBRA, the Company will pay that portion of the date of death or Total Disability earned COBRA premiums it was paying prior to the date of termination.
(b) Upon termination of Termination for the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, is receiving severance under this Agreement or until the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him is eligible for health care coverage under any Benefit Plans outstanding at such time and the reimbursement of documentedanother Employer’s plan, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Causewhichever period is shorter.”
(c) Upon termination Following a Termination Event, both the Employee and the Company agree not to make to any person, including but not limited to customers of the EmployeeCompany, any statement that disparages the other or which reflects negatively upon the other in any manner likely to be harmful to them or their business, business reputation or personal reputation, including but not limited to statements regarding the Company’s employment pursuant financial condition, its officers, directors, shareholders, employees and affiliates; provided that both the Employee and the Company may respond accurately and fully to Section 5(a)(v) any question, inquiry or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition request for information when required by legal process. The Company’s obligations under this section are limited to the accrued but unpaid compensation Company’s officers and vacation pay through the end directors and Company representatives with knowledge of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”this provision.
(d) Upon termination Following a Termination Event, Employee shall fully cooperate with the Company in all matters relating to the winding up of the Employee’s employment pursuant to Section 5(a)(iv) or (vi)pending work including, but not limited to, any litigation in addition to which the reimbursement Company is involved, and the orderly transfer of documented, unreimbursed expenses incurred prior any such pending work to such date, the Employee shall other Employees as may be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder designated by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in fullCompany.
Appears in 1 contract
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him her under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his her estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him her under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him her under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of EmployeeExecutive’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him her under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the EmployeeExecutive’s termination of employment, of benefits under Benefit Plans extended to the Employee Executive at the time of termination. Employee Executive shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his her death until paid in full.
Appears in 1 contract
Sources: Employment Agreement (Drone Aviation Holding Corp.)
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) six (6) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes; (ii) continued provision for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation Company to its senior Employeesexecutives; and (iiiii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation Company has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the CorporationCompany, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation Company tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the CorporationCompany’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii5 (a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end date of the Term or any then applicable extension of the Term termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on the greater of twelve (12) months’ Base Salary at the then current scale rate or the remainder of Employee’s the Base Salary, equal to six months of Base SalarySalary due under this Agreement, to be paid in a single lump sum payment not later than sixty (60) days following such terminationequal bi-weekly installments, less withholding of all applicable taxes, at such times he would have received them if there was no termination; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation Company to its senior Employeesexecutives; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of terminationtaxes. Employee Executive shall have any conversion rights available under the CorporationCompany’s or Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation Company to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon termination of In the Employee’s event that Executive's employment is terminated pursuant to Section 5(a)(i7(a) or hereof, (i) Executive's employment hereunder shall immediately cease, (ii)) the Corporation shall pay to Executive his accrued and unpaid salary, in addition to the accrued but unpaid compensation vacation time and expense reimbursement through the date of death termination in accordance with the Corporation's usual procedures, (iii) all then non-exercisable options held by Executive shall immediately and automatically terminate and (iv) Executive shall not be entitled to any Quarterly Bonus for the fiscal quarter during which such termination occurs or Total Disability any subsequent fiscal quarter.
(b) In the event that Executive's employment is terminated pursuant to Section 7(b) hereof, (i) Executive's employment hereunder shall cease in accordance with Section 7(b), (ii) the Corporation shall pay to Executive his accrued and any other benefits unpaid salary, accrued to him under any Benefit Plans outstanding at such vacation time and expense reimbursement through the reimbursement date of documentedtermination in accordance with the Corporation's usual procedures, unreimbursed expenses incurred prior (iii) all then exercisable and non-exercisable options shall become exercisable as set forth in the Option Agreement, (iv) the Corporation shall pay to such dateExecutive that portion of the Quarterly Bonus, if any, for the Employee fiscal quarter during which the termination is effective, prorated through the date of termination, and (v) in the event of the death of Executive, any and all options (whether vested or his estate unvested) shall be transferred in accordance with Executive's will.
(c) In the event that Executive's employment hereunder is terminated by the Corporation other than pursuant to Section 7(a) or beneficiaries(b), as applicable, then:
(i) Executive shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by receive, and the Corporation shall continue to its senior Employees; and pay to Executive, the annual salary specified in Section 3 for the remainder of the Term, (ii) Executive shall be entitled, during the period during which such severance payment on a prois being paid, to receive all benefits under the Corporation's medical insurance, disability insurance, life insurance and other benefit plans as are then in effect for executives of the Corporation, (iii) all then exercisable and non-rated basis exercisable options shall become exercisable as set forth in the Option Agreement, and (iv) the Corporation shall pay to Executive that portion of any bonus or other payments earned in connection with any bonus plan to the Quarterly Bonus, if any, for the fiscal quarter during which the Employee was a participant as of the date of death or Total Disability earned prior to termination is effective, prorated through the date of termination.
(bd) Upon termination of In the Employee’s event that Executive's employment pursuant to Section 5(a)(iii)hereunder is terminated by Executive, where then:
(i) the Corporation has offered shall pay to renew the term of the Employee’s employment for an additional one (1) year period Executive his accrued and the Employee chooses not to continue in the employ of the Corporationunpaid salary, the Employee shall be entitled to receive only the accrued but unpaid compensation vacation time and expense reimbursement through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to in accordance with the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”)'s usual procedures, then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of all then non-exercisable options shall immediately and automatically terminate upon such termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; employment and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock Executive shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall not be entitled to any Quarterly Bonus for the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and fiscal quarter during which such termination occurs or any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Actsubsequent fiscal quarter.
(e) Any payments required Executive's obligations pursuant to be made hereunder by the Corporation to the Employee Sections 9 and 10 hereof shall continue to the Employee’s beneficiaries in the event survive any termination of his death until paid in fullthis Agreement for any reason whatsoever.
Appears in 1 contract
Sources: Employment Agreement (Consolidated Capital of North America Inc)
Effects of Termination. (a) Upon termination of In the Employee’s event that Executive's ---------------------- employment is terminated pursuant to Section 5(a)(i6 hereof, Executive's employment hereunder shall terminate without further obligations to Executive, other than those obligations accrued or earned and vested (if applicable) by Executive through the Date of Termination, including for this purpose all "Accrued Obligations", defined as those obligations accrued or earned and vested (ii)if applicable) by Executive as of the Date of Termination, in addition to the including, for this purpose (i) Executive's pro rata Base Salary accrued but unpaid as of the Date of Termination, (ii) any compensation through the date of death or Total Disability previously deferred by Executive (together with any accrued earning thereon) and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time not yet paid by the Corporation to its senior Employees; and any accrued vacation pay not yet paid by the Company and (iiiii) payment on a pro-rated basis if applicable, all amounts payable to the estate or designated beneficiaries of Executive under any bonus pension, savings, life insurance or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of termination.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii)plans, where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period practices, policies and the Employee chooses not to continue in the employ programs of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any and/or all other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated amounts payable pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”4 hereof. In addition:
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) the Corporation shall pay to Executive all Accrued Obligations such that the Accrued Obligations specified in Section 4 hereof, shall be paid to Executive in a lump sum in cash paymentwithin 30 days of the Date of Termination, based on and the current scale of Employee’s Base Salary, equal to six months of Base Salary, to other Accrued Obligations shall be paid in accordance with Executive's specific elections pursuant to, and otherwise in accordance with the terms of, any plan, practice, policy or program providing benefits forming a single lump sum payment not later than sixty (60) days following such termination, less withholding part of all applicable taxes; the Accrued Obligations;
(ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; all then non-exercisable options shall immediately and automatically terminate, and
(iii) payment on a pro-rated basis any registration rights theretofore granted which have not been invoked with respect to shares of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as Common Stock of the date Corporation or TASA either acquired by Executive pursuant to the exercise of the Employee’s termination of employment. In addition, any stock options or restricted stock underlying vested options shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”and automatically terminate.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Employment Agreement (Touchstone Applied Science Associates Inc /Ny/)
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of termination.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination by a state or federal court in Miami Dade County Florida as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Employment Agreement (Orbsat Corp)
Effects of Termination. Upon the termination of the Agreement:
(a) Upon termination of the Employee’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, 's duties shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant cease as of the date of death or Total Disability earned prior to the effective date of termination, provided, however, that Employee will in all events of termination be responsible for arranging for the smooth transition of duties to appropriate independent contractors and/or employees of the Company.
(b) Upon With respect to any termination of the Employee’s employment other than pursuant to Section 5(a)(iii11(a) or Section 12 of this Agreement (e.g., termination by the Company pursuant to Section 11(b)), where payments made on account of Employee's Salary shall cease upon the Corporation has offered effective date of termination; any amounts due on account of Employee's Salary for account of services performed prior to renew the effective date of termination which have not previously been paid will be paid (pro rata through the effective date of termination) within thirty (30) days following termination; all payments with respect to the Annual Bonus and not paid to Employee shall be pro rated upon the effective date termination and the Company shall pay to Employee within thirty (30) days following such termination that portion of the Annual Bonus earned through the effective date of such termination.
(c) With respect to a termination pursuant to Section 11(a) or Section 12 of this Agreement, Employee's Salary and Annual Bonus shall continue to be paid for an additional period of eighteen (18) months after such termination or the remainder of the term of this Agreement, whichever is longer. All payments made pursuant to this Section 14(c) shall be made in equal monthly installments and in accordance with the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ normal payroll policies of the Corporation, the Company but in no event less frequently and subject to all appropriate withholding taxes.
(d) All expenses which are properly reimbursable to Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v)8 will be promptly reimbursed following termination.
(e) All other benefits and/or entitlements to participate in bonus programs, if any, will cease as of the effective date of termination, subject to Employee's rights to continue medical insurance coverage at his own expense as provided by applicable law or written Company policy; provided, however, if that all policies of insurance relating solely to Employee shall be assigned to Employee within thirty (30) days following termination, provided that such Non-Renewal Notice was triggered due assignment shall be at no cost or expense to the Corporation’s statement Company, and provided further that such assignment shall state that it is made subject to the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”terms and conditions of the policy(ies), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(cf) Upon termination The rights, privileges, benefits, remedies and interests of the Employee’s employment Company and Employee under Section 5 of this Agreement shall be governed by the terms and provisions of the such plans and option agreement referenced in Section 5.
(g) With respect to a termination pursuant to Section 5(a)(v11(a) or other than pursuant to Section 5(a)(i)12, 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition all unvested stock options issued by the Company to the accrued Employee on October 14, 1997 shall become immediately exercisable but unpaid compensation and vacation pay through only during the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) 90 days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from which time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any such stock options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”terminate.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) twelve (12) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes; (ii) continued provision for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (iiiii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination, payment on a pro-rated basis of any Annual Bonus or other payments earned in connection with any bonus plan to which the Executive was a participant as of the date of the Executive’s termination and of employment, any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the initial two-year Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on twelve (12) months’ Base Salary at the then current scale of Employee’s Base Salary, equal to six months of Base Salaryrate, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (iii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provision, for a period of one (1) month after the date of the EmployeeExecutive’s termination of employment, of benefits under Benefit Plans extended to the Employee Executive at the time of termination. Employee Executive shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Employment Agreement (Spherix Inc)
Effects of Termination. Upon termination of employment for any reason, whether by the Executive or the Corporation, the Executive shall be paid accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at the date of termination and the reimbursement of documented, unreimbursed expenses incurred on or prior to such date, all paid as promptly as practicable and in accordance with applicable law (collectively, “Base Benefits”), and the Executive shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Consolidated Omnibus Budget Reconciliation Act and any similar state law or regulation (“COBRA”). The following provisions apply to specified termination events. Any Annual Bonus (including any pro-rated Annual Bonus) payable pursuant to the following provisions shall be paid at the same time that it would have been paid if the Executive’s employment had not terminated.
(a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such dateBase Benefits, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision twelve (12) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes, within thirty (30) days of the date of termination; (ii) if the Executive elects continuation coverage for group health coverage pursuant to COBRA, then for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability termination he will be obligated to pay only the portion of benefits under Benefit Plans extended from time the full COBRA cost of the coverage equal to time an active employee’s share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Corporation Company’s share of such premiums (the “Employer-Provided COBRA Premium”) shall be treated as taxable income to its senior Employeesthe Executive; and (iiiii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior Disability. This Section 6(a) shall not terminate or otherwise interfere with any right to the date of terminationdisability payments.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), ) where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation through Base Benefits, and the payment on a pro-rated basis of any Annual Bonus, or other payments earned in connection with any bonus plan to which the Executive was a participant as of the date of the Executive’s termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such dateemployment,. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v), 5(a)(vii) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”5(a)(viii), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such dateBase Benefits, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on twelve (12) months’ Base Salary at the then current scale of Employee’s Base Salary, equal to six months of Base Salaryrate, to be paid in a single lump sum payment not later than sixty thirty (6030) days following such termination, less withholding of all applicable taxes; (ii) continued provision if the Executive elects continuation coverage for group health coverage pursuant to COBRA, then for a period of twelve (12) months after following the date of Executive’s termination he will be obligated to pay only the portion of the benefits under Benefit Plans extended from time full COBRA cost of the coverage equal to time an active employee’s share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Corporation Employer- Provided COBRA Premium shall be treated as taxable income to its senior Employeesthe Executive; and (iii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock equity grants to Executive shall be immediately vested upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”5(a)(vii).
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such dateBase Benefits, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provisionif the Executive elects continuation coverage for group health coverage pursuant to COBRA, then, for a period of one (1) month after following the date Executive’s termination, he will be obligated to pay only the portion of the Employeefull COBRA cost of the coverage equal to an active employee’s termination share of employmentpremiums (if any) for coverage for one month of the respective plan year and, of benefits under Benefit Plans extended to the Employee at extent required by any applicable nondiscrimination rules, the time of termination. Employee Employer-Provided COBRA Premium shall have any conversion rights available under be treated as taxable income to the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation ActExecutive.
(e) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon termination of In the Employee’s event ----------------------- that Executive's employment is terminated pursuant to Section 5(a)(i6 hereof, Executive's employment hereunder shall terminate without further obligations to Executive, other than those obligations accrued or earned and vested (if applicable) by Executive through the Date of Termination, including for this purpose all "Accrued Obligations", defined as those obligations accrued or earned and vested (ii)if applicable) by Executive as of the Date of Termination, in addition to the including, for this purpose (i) Executive's pro rata Base Salary accrued but unpaid as of the Date of Termination, (ii) any compensation through previously deferred by Executive (together with any accrued earning thereon) and not yet paid by the date of death or Total Disability Corporation and any other benefits accrued vacation pay not yet paid by the Company and (iii) if applicable, all amounts payable to him the estate or designated beneficiaries of Executive under any Benefit Plans outstanding at pension, savings, life insurance or other plans, practices, policies and programs of the Corporation, and/or all other amounts payable pursuant to Section 4 hereof. In addition:
(i) the Corporation shall pay to Executive all Accrued Obligations such time and that the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicableAccrued Obligations specified in Section 4 hereof, shall be entitled paid to Executive in a lump sum in cash within 30 days of the following severance benefits: (i) continued provision for Date of Termination, and the other Accrued Obligations shall be paid in accordance with Executive's specific elections pursuant to, and otherwise in accordance with the terms of, any plan, practice, policy or program providing benefits forming a period part of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and Accrued Obligations;
(ii) payment on a proall then non-rated basis exercisable options shall immediately and automatically terminate; and
(iii) any registration rights theretofore granted which have not been invoked with respect to shares of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as Common Stock of the date of death or Total Disability earned prior TASA either acquired by Executive pursuant to the date exercise of terminationstock options or underlying vested options shall immediately and automatically terminate.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii)If Executive is terminated without cause, where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only all Compensation as set forth in Paragraph 4 for the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination balance of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employmentEmployment Term. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”8.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Employment Agreement (Touchstone Applied Science Associates Inc /Ny/)
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant to Section 5(a)(iS(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Non- Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(viS(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six twelve months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(ivS(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon Following any termination of the EmployeeExecutive’s employment pursuant under this Agreement, all compensation and benefits provided to Section 5(a)(i) or (ii), in addition Executive under this Agreement shall cease to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant accrue as of the date of death or Total Disability earned prior such termination (with Executive entitled to all Base Salary and benefits hereunder accrued through the effective date of termination), except as set forth in the paragraphs below.
8.1. In the case of a termination arising under Section 7(a) from Executive’s death or under Section 7 (b) Upon termination of the Employeefrom Executive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporationincapacity, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provisionCompany shall, for a period of one month following such death, pay to the estate of Executive an amount equal to Executive’s monthly payment of Base Salary and continue the welfare benefit programs contemplated under Section 3.4 above, including paying all premiums for coverage for Executive’s dependent family members under all health, hospitalization, disability, dental, life and other insurance plans that the Company maintained at the time of Executive’s death.
8.2. In the case of a termination arising under Section 7(d) from the Company’s termination without Good Cause, or under Section 7(e) from Executive’s termination with Good Reason, then, subject in all cases to Executive’s execution and delivery to the Company of a release and waiver of claims in customary and negotiated form, the Company shall: (1a) month after pay Executive severance pay in the form of continuation of Executive’s then-current Base Salary, less standard deductions and withholdings, for a period of 12 months from the effective date of the EmployeeExecutive’s termination of employmentemployment with Company, with such payments to be made at the same time as the Base Salary otherwise would have been payable had Executive not been terminated; and (b) if Executive elects continued coverage under COBRA, reimburse Executive for his health insurance premiums (for both Executive and his family) for a period of benefits under Benefit Plans extended 12 months from the effective date of Executive’s termination of employment with Company, to the Employee extent that the Company was paying such premiums at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
8.3. In the case of a termination arising under Section 7(c) from the Company’s termination with Good Cause or under Section 7(f) from the resignation of the Executive, then (ea) Any payments required no severance or continued benefits shall be due to be made hereunder by the Corporation Executive and (b), if there are any damages to the Employee Company arising by virtue of the events, actions or omissions constituting Good Cause, then the Company shall continue be entitled to offset the Employee’s beneficiaries in the event amount of his death until paid in fullany such damages against any amounts owed to Executive under this Section 8.
Appears in 1 contract
Sources: Employment Agreement (Western Capital Resources, Inc.)
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition the Executive’s estate or beneficiaries shall be entitled to the accrued but unpaid compensation through following severance benefits: continued provision for a period of one (1) year following the date Executive’s death of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such extended from time and to time by the reimbursement Corporation to its senior executives.
(b) Upon termination of documented, unreimbursed expenses incurred prior the Executive’s employment pursuant to such dateSection 5(a)(ii), the Employee or his estate or beneficiaries, as applicable, Executive shall be entitled to the following severance benefits: (i) continued provision for a period of twelve one (121) months year following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (ii) payment on a pro-rated prorated basis of any bonus or other payments earned in connection with any the Corporation’s then-existing bonus plan to which in place at the Employee was a participant as of the date of death or Total Disability earned prior to the date time of termination. The Corporation may credit against such amounts any proceeds paid to Executive with respect to any disability policy maintained for his benefit.
(bc) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vireceive: (i) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end date of the Term or any then applicable extension of the Term termination; and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months following the date of termination of benefits under Benefit Plans extended from time to time by the Corporation to its senior executives. In the event the Corporation tenders Non-Renewal Notice to the Executive, then the Executive shall be entitled to the same severance benefits as if the Executive’s employment were terminated pursuant to Section 5(a)(v).
(d) Upon termination of the Executive’s employment (A) pursuant to Section 5(a)(v), (vi), and (viii) or (B) if within a two year period after a Change of Control occurs, the Executive shall be entitled to the following severance benefits: (i) the full, but unpaid remaining compensation of the full term of the contract, plus (i) continued provision for a period of one year after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Actexecutives.
(e) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in fullfull except for the continuation of benefits under the Benefit Plans.
(f) The Corporation shall reimburse the Executive for all legal and professional fees and expenses incurred by the Executive as a result of termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement provided the Executive is substantially successful in such action).
(g) The Executive shall not be required to mitigate the amount of any payment provided herein by seeking other employment or by becoming engaged in any other undertaking to earn a livelihood or otherwise, nor shall the amount of any payment provided for herein be reduced by any compensation earned by the executive as the result of employment by another employer after termination of employment, or as a result of his engagement in any undertaking otherwise.
Appears in 1 contract
Sources: Employment Agreement (Enter Corp)
Effects of Termination. (a) Upon termination of In the Employee’s event that Executive's employment is terminated pursuant to Section 5(a)(i4(a) or hereof, (i) Executive's employment hereunder shall immediately cease, (ii)) the Company shall pay to Executive his accrued and unpaid salary, in addition to the accrued but unpaid compensation vacation time and expense reimbursement through the date of death or Total Disability termination in accordance with the Company's usual procedures, and any other benefits accrued (iii) all then non-exercisable stock options shall immediately and automatically terminate. Once the amounts referred to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and in clause (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan are paid, however, the Corporation shall have no further obligation to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of terminationExecutive.
(b) Upon termination of In the Employee’s event that Executive's employment is terminated pursuant to Section 5(a)(iii4(b) hereof as a result of Executive's death, (i) Executive's employment hereunder shall cease in accordance with Section 4(b), where (ii) the Corporation has offered Company shall pay to renew the term of the Employee’s employment for an additional one (1) year period Executive his accrued and the Employee chooses not to continue in the employ of the Corporationunpaid salary, the Employee shall be entitled to receive only the accrued but unpaid compensation vacation time and expense ▇▇▇▇-bursement through the date of termination in accordance with the Company's usual procedures, (iii) all then non-exercisable stock options shall immediately and automatically terminate, and (iv) any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee vested options shall be entitled transferred in accordance with Executive's will; provided that nothing in this paragraph (b) shall alter any right of Executive (or his legal representative) to receive death benefits provided in accordance with the same severance benefits as terms of a benefit plan in which Executive participates if the Employee’s Executive's employment were is terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi4(b) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Causehereof.”
(c) Upon termination of In the Employee’s event that Executive's employment is terminated pursuant to Section 5(a)(v4(b) hereof as a result of Executive's disability, (i) the Company shall pay to Executive his accrued and unpaid salary, accrued vacation time and expense reimbursement through the date of termination in accordance with the Company's usual procedures, (ii) the Company shall continue to pay to Executive his Base Salary, and all associated benefits, for a period of six months following such date of termination, in accordance with the Company's usual procedures; (iii) any non-exercisable stock options which would otherwise have become vested in accordance with their terms within such six-month period if Executive's employment shall have continued shall be vested; and (iv) any stock options which are not vested at the end of such six-month period shall automatically terminate at the end of such six-month period; provided that nothing in this paragraph (c) shall alter any right of Executive (or his legal representative) to receive disability benefits provided in accordance with the terms of a benefit plan in which Executive participates if Executive's employment is terminated pursuant to Section 4(b) hereof.
(d) In the event that Executive's employment hereunder is terminated by the Company other than pursuant to Section 5(a)(i4(a) or (b) or if Executive's employment is terminated pursuant to Section 4(c), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vithen:
(i) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to receive, and the Company shall continue to pay to Executive, the Base Salary specified in Section 3(a) for one year following severance benefits: (i) a cash payment, based on the current scale effective date of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision Executive shall be entitled, during the period during which such severance payment is being paid, to receive all benefits under the Company's medical insurance, disability insurance, life insurance and other benefit plans as are then in effect for a period of twelve (12) months after the date of termination executives of the benefits under Benefit Plans extended from time to time by the Corporation to its senior EmployeesCompany, (iii) any non-exercisable stock options which would otherwise have become vested in accordance with their terms within such one-year period if Executive's employment shall have continued shall be vested; and (iiiiv) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to stock options which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately are not vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time end of termination. Employee such one-year period shall have any conversion rights available under automatically terminate at the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Actend of such one-year period.
(e) Any payments required Executive's obligations pursuant to be made hereunder by the Corporation to the Employee Sections 6 and 7 hereof shall continue to the Employee’s beneficiaries in the event survive any termination of his death until paid in fullthis Agreement for any reason whatsoever.
Appears in 1 contract
Sources: Employment Agreement (Cellpoint Inc)
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant hereunder for any reason, the Company will pay Employee all compensation then owed and due to Section 5(a)(i) or (ii), in addition to the accrued but Employee and unpaid compensation through the date of death or Total Disability Termination Date (including without limitation Base Compensation and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned properly documented expense reimbursements). Employee may also be eligible for additional compensation as provided below in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of terminationthis Section 4.2.
(b) Upon termination of the If Employee’s employment is terminated under Sections 4.1(a) or (b), provided that Employee (or his representative) timely signs and does not revoke a complete and general release of claims in a form to be reasonably determined by the Company (the “Release”), and is in material compliance with this Agreement, upon the Termination Date the time-based vesting conditions of Employee’s unvested Equity Awards shall be deemed to be fully satisfied, and subject to other terms of the Plan and applicable award agreement, Employee (or his representative) shall have up until the first anniversary of the Termination Date (or the applicable expiration date if earlier) to exercise his vested stock options including for avoidance of doubt those stock options which became vested pursuant to this Section 5(a)(iii4.2(b), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, howeverAdditionally, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to termination occurred under Section 5(a)(vi) (for “Cause”4.1(b), then not later than the fifteenth (15th) day after the effective date of the Release, the Company shall also provide Employee with a lump sum payment equal to the sum of severance benefits will Employee’s Base Compensation (measured as of the day before the Termination Date) plus the Severance Bonus (provided that if Code Section 409A would be contingent upon a determination violated by the foregoing timing of payment then the timing of payment shall instead be made as provided in Section 4.2(c)(i)). Notwithstanding the foregoing, (x) the timing of all payments hereunder is subject to whether termination was properly for “CauseSection 5.16 and (y) the Release must be executed by Employee and become effective by its own terms within no more than 55 days after the Termination Date. Any outstanding equity compensation awards which had performance based vesting conditions that had yet to be satisfied shall be forfeited without consideration on the Termination Date.”
(c) Upon termination of the If Employee’s employment pursuant is terminated under Sections 4.1(d) or (e), provided that Employee timely signs and does not revoke the Release in accordance with Section 4.2(b) and is in material compliance with this Agreement, then (subject to Section 5(a)(v5.16) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, Company shall provide Employee with the Severance Pay to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding during the 15 day period after the effective date of all applicable taxes; the Release and (ii) continued provision for a period the time-based vesting conditions of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employmentunvested Equity Awards shall be deemed to be fully satisfied on the Termination Date. Any outstanding equity compensation awards which had performance based vesting conditions that had yet to be satisfied shall be forfeited without consideration on the Termination Date. In addition, any options conditioned on the timely effectiveness of the Release, the Company shall (1) pay the cost of the premium for Employee to receive continuation coverage (as defined in the Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) under the Company’s (or restricted stock shall be immediately vested upon termination RNI’s) group medical plan until the earlier of Employee(a) the second anniversary of the Termination Date or (b) the maximum time for which COBRA continuation coverage is permitted under applicable law or (c) the date on which Employee obtains substantially equivalent benefits from another party and (2) continue to provide Employee with life insurance coverage in accordance with the Company’s employment pursuant to Section 5(a)(v(or RNI’s) or by benefits program until the Corporation without “Cause”.
earlier of (d) Upon termination the second anniversary of the Termination Date or (e) the date on which Employee obtains substantially equivalent benefits from another party (the foregoing items (1) and (2) are collectively the “Health Benefits”). If Employee secures other employment and has access to benefits offered by the new employer, Employee agrees that he will promptly notify the Company in writing of such employment and coverage. In no event will the Company’s payment of the cost for such COBRA premiums extend beyond the total continuation coverage period for Employee under COBRA. If Employee was not covered under a Company or RNI group medical plan on the Termination Date and was instead covered under another medical plan (“Other Plan”), then the Company shall each calendar month provide Employee with a cash payment equal to the lesser of the amount the Company would have had to pay for COBRA coverage if Employee was covered on a Company or RNI group medical plan or the amount needed to maintain Employee’s employment pursuant to Section 5(a)(ivcoverage under the Other Plan with any such payments terminating on the earlier occurrence of clause (b) or (vic) above. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that its payment of the premiums on Employee’s behalf would result in a violation of the nondiscrimination rules of Code Section 105(h)(2) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then the Company shall instead each month during the period in addition which Employee is receiving continuation coverage provide Employee with a taxable payment equal to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date amount of the Employee’s termination Company-portion of employmentthe premiums which Employee may, but is not required to, use towards the cost of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Actcoverage.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Employment Agreement (RadNet, Inc.)
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant hereunder for any reason, the Company will pay Employee all amounts owed to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation Employee through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Termination. Any amounts earned by Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death Termination but due to be paid Employee at a future date shall be paid when otherwise due, in accordance with applicable law. Upon termination, the entitlement of the Employee or Total Disability earned prior his Estate to benefits, or to continuation or conversion rights, under any Company sponsored benefit plan shall be determined in accordance with applicable law and the date provisions of terminationsuch plan.
(b) Upon termination of Employee’s employment under Sections 4.1 (d) or (e), if the Employee executes, and does not revoke, a Separation Agreement and Release in a form acceptable to the Company, the Company shall pay Employee, on the Company’s regular payroll dates, commencing on the first such date that occurs at least eight days following the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term execution of the Employee’s employment Separation Agreement and Release, amounts equal to the then applicable Base Compensation, excluding bonus, for an additional one a period of six (16) months; pay Employee a portion of any bonus he would have earned had he remained employed, prorated based on the number of months he was employed during the calendar year period for which the bonus is calculated, and paid on the date it would have been paid had he remained employed; and if the Employee chooses not to continue in timely elects and remains eligible for continued coverage under COBRA, the employ Company will pay that portion of the Corporation, the Employee shall be entitled COBRA premiums it was paying prior to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and Termination for the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then period the Employee shall be entitled to is receiving severance under this Agreement or until the same severance benefits as if the EmployeeEmployee is eligible for health care coverage under another Employer’s employment were terminated pursuant to Section 5(a)(v); providedplan, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Causewhichever period is shorter.”
(c) Upon termination Following a Termination Event, both the Employee and the Company agree not to make to any person, including but not limited to customers of the EmployeeCompany, any statement that disparages the other or which reflects negatively upon the other in any manner likely to be harmful to them or their business, business reputation or personal reputation, including but not limited to statements regarding the Company’s employment pursuant financial condition, its officers, directors, shareholders, employees and affiliates; provided that both the Employee and the Company may respond accurately and fully to Section 5(a)(v) any question, inquiry or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition request for information when required by legal process. The Company’s obligations under this section are limited to the accrued but unpaid compensation Company’s officers and vacation pay through the end directors and Company representatives with knowledge of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”this provision.
(d) Upon termination Following a Termination Event, Employee shall fully cooperate with the Company in all matters relating to the winding up of the Employee’s employment pursuant to Section 5(a)(iv) or (vi)pending work including, but not limited to, any litigation in addition to which the reimbursement Company is involved, and the orderly transfer of documented, unreimbursed expenses incurred prior any such pending work to such date, the Employee shall other Employees as may be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder designated by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in fullCompany.
Appears in 1 contract
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of termination.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Non- Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination by a state or federal court in Miami Dade County Florida as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-pro- rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Employment Agreement (Orbsat Corp)
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his Executive’s estate or beneficiaries, as applicable, beneficiaries shall be entitled to the following severance benefits: (i) three (3) months’ Base Salary that is in effect at the time of such termination, payable in a lump sum, less withholding of applicable taxes; and (ii) continued provision for a period of twelve one (121) months year following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives.
(b) Upon termination of the Executive’s employment pursuant to Section 5(a)(ii), the Executive shall be entitled to the following severance benefits: (i) eighteen (18) months’ Base Salary that is in effect at the time of such termination, to be paid from the date of termination until paid in full in accordance with the Corporation’s usual practices, including the withholding of all applicable taxes; (ii) continued provision during said eighteen (18) month period of the benefits under Benefit Plans extended from time to time by the Corporation to its senior executives; and (iiiii) payment on a pro-rated prorated basis of any bonus or other payments earned in connection with any the Corporation’s then-existing bonus plan to which in place at the Employee was a participant as of the date of death or Total Disability earned prior to the date time of termination. The Corporation may credit against such amounts any proceeds paid to Executive with respect to any disability policy maintained for his benefit.
(bc) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such datetime. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v5(a)(iv) or (vi); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi5(a)(v) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(cd) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v5(a)(iv) or other than pursuant to Section 5(a)(i5(a)(vi), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on eighteen (18) months’ Base Salary that is in effect at the current scale time of Employee’s Base Salary, equal to six months of Base Salarysuch termination, to be paid upon the date of termination of employment in a single lump sum payment not later than sixty (60) days following such terminationmonthly installments, less withholding of all applicable taxes; (ii) continued provision for a period of twelve eighteen (1218) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (iii) payment on a pro-rated prorated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon .
(e) Upon termination of Employeethe Executive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vivii), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provision, for a period of one (1) month after the date of the EmployeeExecutive’s termination of employment, of benefits under Benefit Plans extended to the Employee Executive at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. Upon termination of employment for any reason, whether by the Executive or the Corporation, the Executive shall be paid accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at the date of termination and the reimbursement of documented, unreimbursed expenses incurred on or prior to such date, all paid as promptly as practicable and in accordance with applicable law (collectively, “Base Benefits”), and the Executive shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Consolidated Omnibus Budget Reconciliation Act and any similar state law or regulation (“COBRA”). The following provisions apply to specified termination events. Any Annual Bonus (including any pro-rated Annual Bonus) payable pursuant to the following provisions shall be paid at the same time that it would have been paid if the Executive’s employment had not terminated.
(a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such dateBase Benefits, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision twelve (12) months ‘Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes, within thirty (30) days of the date of termination; (ii) if the Executive elects continuation coverage for group health coverage pursuant to COBRA, then for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability termination he will be obligated to pay only the portion of benefits under Benefit Plans extended from time the full COBRA cost of the coverage equal to time an active employee’s share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Corporation Company’s share of such premiums (the “Employer-Provided COBRA Premium”) shall be treated as taxable income to its senior Employeesthe Executive; and (iiiii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior Disability. This Section 6(a) shall not terminate or otherwise interfere with any right to the date of terminationdisability payments.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), ) where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation through Base Benefits, and the payment on a pro-rated basis of any Annual Bonus, or other payments earned in connection with any bonus plan to which the Executive was a participant as of the date of the Executive’s termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such dateemployment,. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v), 5(a)(vii) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”5(a)(viii), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such dateBase Benefits, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on twelve (12) months ‘Base Salary at the then current scale of Employee’s Base Salary, equal to six months of Base Salaryrate, to be paid in a single lump sum payment not later than sixty thirty (6030) days following such termination, less withholding of all applicable taxes; (ii) continued provision if the Executive elects continuation coverage for group health coverage pursuant to COBRA, then for a period of twelve (12) months after following the date of Executive’s termination he will be obligated to pay only the portion of the benefits under Benefit Plans extended from time full COBRA cost of the coverage equal to time an active employee’s share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Corporation Employer-Provided COBRA Premium shall be treated as taxable income to its senior Employeesthe Executive; and (iii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock equity grants to Executive shall be immediately vested upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”5(a)(vii).
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such dateBase Benefits, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provisionif the Executive elects continuation coverage for group health coverage pursuant to COBRA, then, for a period of one (1) month after following the date Executive’s termination, he will be obligated to pay only the portion of the Employeefull COBRA cost of the coverage equal to an active employee’s termination share of employmentpremiums (if any) for coverage for one month of the respective plan year and, of benefits under Benefit Plans extended to the Employee at extent required by any applicable nondiscrimination rules, the time of termination. Employee Employer-Provided COBRA Premium shall have any conversion rights available under be treated as taxable income to the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation ActExecutive.
(e) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon In the event of the expiration or termination of this Agreement for any reason, Federated will have no further liability or obligation to the Employee’s employment Company under this Agreement except as otherwise provided herein. Notwithstanding the foregoing, the provisions of this Agreement will govern the rights and obligations of the parties with respect to all orders for Products placed prior to the termination of this Agreement and in no event will the termination of this Agreement relieve any party hereto of any obligation hereunder which existed prior to such termination with respect to such orders that were placed prior thereto. in the event this Agreement is terminated on or after the First Anniversary except (i) pursuant to Section 5(a)(i) a six-month Termination or (ii)) by reason of a Material Breach by Federated, and the Company has not paid to Federated Commissions for the Minimum Quantity since the First Anniversary, the Company will be obligated to pay Federated, provided that Federated is not then in Material Breach hereunder, as liquidated damages, the Commission (i.e., 8% of the Product Cost) on the amount by which the total Product Cost for which the Company has paid (including amounts ultimately paid with respect to outstanding orders) Federated a Commission since the First Anniversary, in addition to the accrued but unpaid compensation through the date of death or Total Disability all sums due and any other benefits accrued to him under any Benefit Plans outstanding at such time payable for Products which have been ordered from Federated and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of termination.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such datepaid for. In the event this Agreement is terminated by Federated at any time during the Corporation tenders Term pursuant to Section 6(b)(i) or Section 6(c) and the Company has not paid to Federated Commissions for the Minimum Quantity during the Exclusive Period, if this Agreement is so terminated therein (an "Exclusive Period Termination"), or during the Non-Exclusive Period, if this Agreement is so terminated therein (a "Non-Exclusive Period Termination"), the Company will be obligated to pay Federated, so long as Federated is not then in Material Breach hereunder, as liquidated damages, the Commission (i.e., 8% of the Product Cost) on the amount by which the total Product Cost for which the Company has paid (including amounts ultimately paid with respect to outstanding orders) Federated a Commission during the Exclusive Period, in the event of an Exclusive Period Termination, or during the Non-Exclusive Period, in the event of a Non-Renewal Notice to Exclusive Period Termination, is less than the EmployeeMinimum Quantity, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination within 30 calendar days of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”)termination date, in addition to the accrued but unpaid compensation all sums due and vacation pay through the end of the Term or any then applicable extension of the Term payable for Products which have been ordered from Federated and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall not paid for. The Company will not be entitled liable for liquidated damages hereunder to the following severance benefits: (i) extent that a cash payment, based on credit to the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment Minimum Quantity has been made pursuant to Section 5(a)(vI(d) or by an Act of God (as defined in Section 11(b)) has prevented the Corporation without “Cause”.
(dCompany from ordering Merchandise and, following such Act of God, the Company has not ordered Merchandise through any sourcing agent as an importer of record other than Federated. The parties acknowledge that the provisions of Section 3 and this Section 6(d) Upon termination are essential terms of the Employee’s employment transactions contemplated by this Agreement and the Acquisition Agreement and that, without such terms, the parties would not enter into this Agreement or the Acquisition Agreement. The parties further acknowledge that payment of such liquidated damages pursuant to this Section 5(a)(iv6(d) or (vi), in addition to is compensation for the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for loss suffered by Federated as a period of one (1) month after the date result of the Employee’s termination failure of employment, the Company to perform its obligations under this Agreement and to avoid the difficulty of benefits determining damages under Benefit Plans extended to such circumstances. Such liquidated damages will be the Employee at the time exclusive damages and remedy of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation ActFederated for breaches of Section 3 hereof.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Sourcing Agreement (Aeropostale Inc)
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of for any bonus reason other than for “Cause” or other payments earned in connection with any bonus plan to which by the Employee was for “Good Reason” (except with respect to a participant Change in Control Transaction, as of the date of death or Total Disability earned prior to the date of termination.
(b) Upon termination of the Employee’s employment pursuant to provided for in Section 5(a)(iii6(c), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation), the Employee shall be entitled to receive only (i) the accrued but unpaid compensation through lesser of (A) two (2) years Base Salary at the date then current rate, payable in a lump sum, less withholding of termination and applicable taxes or any other compensation or benefits, or (B) Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes or any other compensation or benefits accrued to him under for the remaining months left in the Term and (ii) the lesser of (X) the Employee’s average annual bonus in accordance with Section 4(b) since the start of this Agreement (the “Average Bonus”) multiplied by two, payable in a lump sum, less withholding of applicable taxes or any Benefit Plans outstanding at such time other compensation or benefits, or (Y) Average Bonus multiplied by a fraction the numerator of which is the number of remaining months left in the Term and the reimbursement denominator of documentedwhich is 12, unreimbursed expenses incurred prior to such date. In the event payable in a lump sum, less withholding of applicable taxes or any other compensation or benefits.
(b) If the Corporation tenders a Non-Renewal Notice to shall terminate the Employee, then Employee without “Cause” or if the Employee shall resign from the Corporation with “Good Reason,” all unvested options shall immediately vest and become exercisable. If the Corporation shall terminate the Employee for “Cause” or if the employee shall resign without “Good Reason,” all unvested options shall be forfeited and all vested options shall remain exercisable in accordance with their terms.
(c) If the Corporation consummates any Change in Control Transaction and within twelve months after the Change in Control Transaction the Employee terminates his employment for “Good Reason” or the Corporation terminates the Employee without “Cause,” the Employee shall be entitled to (i) one (1) year’s Base Salary at the same severance then current rate, payable in a lump sum, less withholding of applicable taxes or any other compensation or benefits as if and (ii) the Employee’s employment were terminated pursuant to Section 5(a)(v); providedAverage Bonus, howeverpayable in a lump sum, if less withholding of applicable taxes or any other compensation or benefits. Upon such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i)with the Corporation, 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale all of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; unvested options shall immediately vest and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”become exercisable.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant hereunder for any reason, the Company will pay Employee all amounts owed to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation Employee through the date of death or Total Disability and any other benefits accrued Termination. Any amounts earned by Employee as of the date of Termination but due to him under any Benefit Plans outstanding be paid Employee at such time and a future date shall be paid when otherwise due, in accordance with applicable law. Upon termination, the reimbursement entitlement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate Estate to benefits, or beneficiariesto continuation or conversion rights, as applicable, under any Company sponsored benefit plan shall be entitled determined in accordance with applicable law and the provisions of such plan.
(b) Upon termination of Employee’s employment under Sections 4.1 (d) or (e), if the Employee executes, and does not revoke, a Separation Agreement and Release in a form acceptable to the Company, the Company shall pay Employee, on the Company’s regular payroll dates, commencing on the first such date that occurs at least eight days following severance benefits: (i) continued provision the Employee’s execution of the Separation Agreement and Release, amounts equal to the then applicable Base Compensation, excluding bonus, for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on months, pay Employee a pro-rated basis portion of any bonus or other payments he would have earned in connection with any bonus plan to had he remained employed, prorated based on the number of months he was employed during the calendar year for which the bonus is calculated, and paid on the date it would have been paid had he remained employed, and if the Employee was a participant as timely elects and remains eligible for continued coverage under COBRA, the Company will pay that portion of the date of death or Total Disability earned COBRA premiums it was paying prior to the date of termination.
(b) Upon termination of Termination for the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, is receiving severance under this Agreement or until the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him is eligible for health care coverage under any Benefit Plans outstanding at such time and the reimbursement of documentedanother Employer’s plan, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Causewhichever period is shorter.”
(c) Upon termination Following a Termination Event, both the Employee and the Company agree not to make to any person, including but not limited to customers of the EmployeeCompany, any statement that disparages the other or which reflects negatively upon the other in any manner likely to be harmful to them or their business, business reputation or personal reputation, including but not limited to statements regarding the Company’s employment pursuant financial condition, its officers, directors, shareholders, employees and affiliates; provided that both the Employee and the Company may respond accurately and fully to Section 5(a)(v) any question, inquiry or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition request for information when required by legal process. The Company’s obligations under this section are limited to the accrued but unpaid compensation Company’s officers and vacation pay through the end directors and Company representatives with knowledge of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”this provision.
(d) Upon termination Following a Termination Event, Employee shall fully cooperate with the Company in all matters relating to the winding up of the Employee’s employment pursuant to Section 5(a)(iv) or (vi)pending work including, but not limited to, any litigation in addition to which the reimbursement Company is involved, and the orderly transfer of documented, unreimbursed expenses incurred prior any such pending work to such date, the Employee shall other Employees as may be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder designated by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in fullCompany.
Appears in 1 contract
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant hereunder for any reason, the Company will pay Employee all compensation then owed and due to Section 5(a)(i) or (ii), in addition to the accrued but Employee and unpaid compensation through the date of death or Total Disability Termination Date (including without limitation Base Compensation and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned properly documented expense reimbursements). Employee may also be eligible for additional compensation as provided below in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of terminationthis Section 4.2.
(b) Upon termination of the If Employee’s employment is terminated under Sections 4.1(a) or (b), provided that Employee (or his representative) timely signs and does not revoke a complete and general release of claims in a form to be reasonably determined by the Company (the “Release”), and is in material compliance with this Agreement, upon the Termination Date the time-based vesting conditions of Employee’s unvested Equity Awards shall be deemed to be fully satisfied, and subject to other terms of the Plan and applicable award agreement, Employee (or his representative) shall have up until the first anniversary of the Termination Date (or the applicable expiration date if earlier) to exercise his vested stock options including for avoidance of doubt those stock options which became vested pursuant to this Section 5(a)(iii4.2(b). Additionally, if such termination occurred under Section 4.1(b), where then not later than the Corporation has offered to renew fifteenth (15th) day after the term effective date of the Release, the Company shall also provide Employee with a lump sum payment equal to the sum of Employee’s Base Compensation (measured as of the day before the Termination Date) plus the Severance Bonus (provided that if Code Section 409A would be violated by the foregoing timing of payment then the timing of payment shall instead be made as provided in Section 4.2(c)(i)). Notwithstanding the foregoing, (x) the timing of all payments hereunder is subject to Section 5.16 and (y) the Release must be executed by Employee and become effective by its own terms within no more than 55 days after the Termination Date. Any outstanding equity compensation awards which had performance based vesting conditions that had yet to be satisfied shall be forfeited without consideration on the Termination Date.
(c) If Employee’s employment for an additional one is terminated under Sections 4.1(d) or (1e), provided that Employee timely signs and does not revoke the Release in accordance with Section 4.2(b) year period and is in material compliance with this Agreement, then (subject to Section 5.16 and the following provisions in this paragraph) (i) the Company shall provide Employee chooses not to continue with the Severance Pay, paid in substantially equal installments over the employ of 24 months following the Corporation, Termination Date in accordance with the Employee shall be entitled to receive only Company’s regular payroll practices provided however that the accrued but unpaid compensation first such installment (in a dollar amount covering the time period from the Termination Date through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time first installment) shall commence with the fifteenth day after the effective date of the Release and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In last installment shall occur on the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination second anniversary of the Employee’s employment pursuant to Section 5(a)(vTermination Date and (ii) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, time-based on the current scale vesting conditions of Employee’s Base Salary, equal unvested Equity Awards shall be deemed to six be fully satisfied on the Termination Date. If a Change in Control had occurred within twelve months of Base Salary, prior to the Termination Date then the Severance Pay shall instead be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months on the fifteenth day after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the effective date of the Employee’s termination Release. However, notwithstanding the foregoing, to the extent any portion (or all) of employmentthe Severance Pay that would be paid in a lump sum would violate Code Section 409A, then such amount shall instead be paid in installments pursuant to the installment payment provisions of this section. Any outstanding equity compensation awards which had performance based vesting conditions that had yet to be satisfied shall be forfeited without consideration on the Termination Date. In addition, any options conditioned on the timely effectiveness of the Release, the Company shall (1) pay the cost of the premium for Employee to receive continuation coverage (as defined in the Consolidation Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) under the Company’s (or restricted stock shall be immediately vested upon termination RNI’s) group medical plan until the earlier of Employee(a) the second anniversary of the Termination Date or (b) the maximum time for which COBRA continuation coverage is permitted under applicable law or (c) the date on which Employee obtains substantially equivalent benefits from another party and (2) continue to provide Employee with life insurance coverage in accordance with the Company’s employment pursuant to Section 5(a)(v(or RNI’s) or by benefits program until the Corporation without “Cause”.
earlier of (d) Upon termination the second anniversary of the Termination Date or (e) the date on which Employee obtains substantially equivalent benefits from another party (the foregoing items (1) and (2) are collectively the “Health Benefits”). If Employee secures other employment and has access to benefits offered by the new employer, Employee agrees that he will promptly notify the Company in writing of such employment and coverage. In no event will the Company’s payment of the cost for such COBRA premiums extend beyond the total continuation coverage period for Employee under COBRA. If Employee was not covered under a Company or RNI group medical plan on the Termination Date and was instead covered under another medical plan (“Other Plan”), then the Company shall each calendar month provide Employee with a cash payment equal to the lesser of the amount the Company would have had to pay for COBRA coverage if Employee was covered on a Company or RNI group medical plan or the amount needed to maintain Employee’s employment pursuant to Section 5(a)(ivcoverage under the Other Plan with any such payments terminating on the earlier occurrence of clause (b) or (vic) above. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that its payment of the premiums on Employee’s behalf would result in a violation of the nondiscrimination rules of Code Section 105(h)(2) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then the Company shall instead each month during the period in addition which Employee is receiving continuation coverage provide Employee with a taxable payment equal to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date amount of the Employee’s termination Company-portion of employmentthe premiums which Employee may, but is not required to, use towards the cost of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Actcoverage.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Employment Agreement (RadNet, Inc.)
Effects of Termination. Upon any termination of employment for any reason, whether by the Executive or the Corporation, the Executive shall be paid accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at the date of termination and the reimbursement of documented, unreimbursed expenses incurred on or prior to such date, all paid as promptly as practicable and in accordance with applicable law, and the Executive shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Consolidated Orrunbus Budget Reconciliation Act and any similar state law or regulation (collectively, “COBRA Rights”). The following provisions apply to specified termination events. Any Annual Bonus (including any pro-rated Annual Bonus) payable pursuant to the following provisions shall be paid at the same time that it would have been paid if the Executive’s employment had not terminated.
(a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) (Death) or (ii) (Disability), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision twelve (12) months’ Base Salary at the then current rate, payable in the ordinary course of the Company’s payroll procedures, less withholding of applicable taxes; (ii) if the Executive elects continuation coverage for group health coverage pursuant to COBRA Rights, then for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability termination he will be obligated to pay only the portion of benefits under Benefit Plans extended from time the full COBRA Rights cost of the coverage equal to time an active employee’s share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Corporation Company’s share of such premiums (the “Employer-Provided COBRA Premium”) shall be treated as taxable income to its senior Employeesthe Executive; and (iiiii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior Disability. This Section 6(a) shall not terminate or otherwise interfere with any right to the date of terminationdisability payments.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii5(a)(iv) (Voluntary Termination by Executive), where 5(a)(v) (Termination for Good Reason), 5(a)(vii) (Termination by the Corporation has offered Company Without Cause) or 5(a)(viii) (Termination Within Thirty Days of a Change in Control), in addition to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation and vacation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash paymenttwelve (12) months’ Base Salary at the then current rate, based on payable in the current scale ordinary course of Employeethe Company’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such terminationpayroll procedures, less withholding of all applicable taxes; (ii) continued provision if the Executive elects continuation coverage for group health coverage pursuant to COBRA Rights, then for a period of twelve (12) months after following the date of Executive’s termination he will be obligated to pay only the portion of the benefits under Benefit Plans extended from time full COBRA Rights cost of the coverage equal to time an active employee’s share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Corporation Employer-Provided COBRA Premium shall be treated as taxable income to its senior Employeesthe Executive; and (iii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock equity grants to Executive shall be immediately vested upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”5(a)(vii).
(dc) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi) (Termination by the Company for Cause), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provisionif the Executive elects continuation coverage for group health coverage pursuant to COBRA Rights, then, for a period of one (1) month after following the date Executive’s termination, he will be obligated to pay only the portion of the Employeefull COBRA Rights cost of the coverage equal to an active employee’s termination share of employmentpremiums (if any) for coverage for one month of the respective plan year and, of benefits under Benefit Plans extended to the Employee at extent required by any applicable nondiscrimination rules, the time of termination. Employee Employer-Provided COBRA Premium shall have any conversion rights available under be treated as taxable income to the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation ActExecutive.
(ed) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon termination In the event that this Agreement is terminated pursuant to SECTION 9.3, except as provided in SECTION 9.2 or in this SECTION 9.4, all further obligations of the Employee’s employment parties hereunder shall terminate. If this Agreement is terminated as permitted by SECTION 9.3, termination shall be without liability of any party (or any stockholder, director, officer, employee, agent, consultant or representative of such party) to the other party to this Agreement; PROVIDED, HOWEVER, that (i) if such termination shall result under SECTION 9.3(C) from the willful failure of Purchaser to perform a covenant of this Agreement or from a breach of its representations contained in SECTION 4.4, Purchaser shall be liable for any and all losses, damages and expenses incurred or suffered by Seller as a result of such failure to perform or breach, including but not limited to losses, damages and expenses associated with the closing of Closed Stores; (ii) if this Agreement is terminated by Seller pursuant to Section 5(a)(i) or (iiSECTION 9.3(B), Seller shall pay to Purchaser the Expense Reimbursement and the Breakup Fee pursuant to the provisions of SECTION 9.2; (iii) if this Agreement is terminated by Purchaser pursuant to SECTION 9.3(D), Purchaser shall be entitled, as its sole and exclusive remedy, to the Expense Reimbursement (except to the extent that Purchaser and GPI may agree to allocate between them any liquidated damages payment made to GPI pursuant to SECTION 9.4(A)(III) of the Other Asset Purchase Agreement) in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documentedExpense Reimbursement; PROVIDED, unreimbursed expenses incurred prior to such dateHOWEVER, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for that if Seller accepts a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of termination.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to Superior Bid within six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment this Agreement pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (viSECTION 9.3(D), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Purchaser shall also be entitled to the following severance benefits: (i) accrued Breakup Fee if and unpaid Base Salary through to the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timeextent provided for in SECTION 9.2(D); and (iiiv) continued provisionif this Agreement is terminated by Seller pursuant to SECTION 9.3(F), Purchaser shall be liable for any and all losses, damages and expenses incurred or suffered by Seller as a period result of one (1) month after such failure to perform, including but not limited to losses, damages and expenses associated with the date closing of Closed Stores. Payment of the Employee’s Expense Reimbursement, if required pursuant to this Section 9.4, shall be made to GPI, and it shall be the sole responsibility of GPI to allocate the Expense Reimbursement between GPI and Purchaser. The provisions of this SECTION 9.4 shall survive any termination of employment, of benefits under Benefit Plans extended hereof pursuant to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation ActSECTION 9.3.
(ea) Any payments required (b) Except as specifically provided in SECTION 9.4(A), this SECTION 9.4 shall not limit the rights of the parties hereto to be made seek specific performance of any obligation hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in fullany other party.
Appears in 1 contract
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, payment based on the current scale of EmployeeExecutive’s Base Salary, equal to six : (x) twelve (12) months of the Base Salary, Salary at the then current rate to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provision, for a period of one (1) month after the date of the EmployeeExecutive’s termination of employment, of benefits under Benefit Plans extended to the Employee Executive at the time of termination. Employee Executive shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Employment Agreement (Spherix Inc)
Effects of Termination. (a) Upon 1. Expiration or termination of the Employee’s employment pursuant this AGREEMENT or a PRODUCT SCHEDULE for any reason shall not exempt any Party from paying to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under Party any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior undisputed amounts owed to such dateParty at the time of such expiration or termination. Notwithstanding the foregoing, the Employee neither BSP nor UGX shall have any further obligations under this AGREEMENT or his estate or beneficiariesa PRODUCT SCHEDULE, as applicable, except as set forth in this Section 22. In case of termination, together with the notice UGX shall notify BSP of its intention or not to have the DRUG PRODUCT MANUFACTURED as identified in the BINDING FORECAST and as determined pursuant to Section 8.
1. Should UGX request BSP to MANUFACTURE the DRUG PRODUCT forecasted pursuant to Section 8, then the MANUFACTURING SERVICES and/or ADDITIONAL SERVICES shall be entitled run as usual and BSP shall be compensated for the quantities set forth in the BINDING FORECAST in accordance with the terms of this Agreement.
2. In the event UGX notifies BSP of its intention to terminate this AGREEMENT or any PRODUCT SCHEDULE and not to have DRUG PRODUCT MANUFACTURED during the [***] period after the termination notice, then UGX shall be bound to pay to BSP [***] of the quantities set forth in the BINDING FORECAST, provided that this payment obligation of UGX shall not apply in case this AGREEMENT or any PRODUCT SCHEDULE is terminated by UGX pursuant to Section 20.2.7 (termination for insolvency) or Section 20.2.2 (a)(uncured material breach). Notwithstanding anything of the foregoing, should BSP be able to reallocate the unused reserved capacity for UGX orders to other clients’ business opportunities by [***] and to the following severance benefits: (iextent consistent with [***], then the amount resulting from the difference between the amount due for the order(s) continued provision cancelled by UGX and the amount recovered by BSP shall be [***].
3. Alternatively, if applicable, UGX may request that BSP MANUFACTURE one or more DRUG PRODUCT(s) other than the discontinued DRUG PRODUCT in order to fill, in whole or in part, the MANUFACTURING capacity reserved for such discontinued DRUG PRODUCT and, provided BSP has the capability to MANUFACTURE such other DRUG PRODUCT(s), BSP shall MANUFACTURE such other DRUG PRODUCT(s). In such a period case, the Parties shall discuss in good faith the terms of twelve (12) months following the Employee’s death transfer, the equivalence and compensation with respect to the non-absorbed capacity.
4. BSP, upon receipt of a termination notice by UGX, will promptly cease performance of the MANUFACTURING SERVICES or Total Disability of benefits ADDITIONAL SERVICES in progress under Benefit Plans extended from time the terminated AGREEMENT to time the extent applicable, in accordance with a schedule agreed upon by the Corporation to its senior Employees; Parties or unless otherwise advised by UGX and (ii) payment on a pro-rated basis of any bonus or other payments earned specified in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date notice of termination.
(b) Upon termination 2. In addition, UGX shall compensate BSP for:
1. any existing inventories of the Employee’s employment pursuant to Section 5(a)(iii), where applicable DRUG PRODUCT(s) MANUFACTURED by BSP in accordance with the Corporation has offered to renew then-current BINDING FORECAST at the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits MANUFACTURING SERVICE FEE therefor held by BSP as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employeetermination; provided that all terms applicable to the MANUFACTURING and supply of DRUG PRODUCT(s) pursuant to this AGREEMENT and such PRODUCT SCHEDULE shall apply to such DRUG PRODUCT(s), and
2. all PURCHASED MATERIALS acquired by BSP or that BSP is obliged to purchase hereunder and necessary to MANUFACTURE the applicable DRUG PRODUCT(s) is in accordance with BSP’s termination of employment. In additioncommitment related to the then-current BINDING FORECAST, if applicable, at [***]therefor, [***]%; provided that BSP shall take all reasonable steps to mitigate the costs incurred in connection therewith, and in particular, BSP shall use its best efforts to (A) immediately cancel, to the greatest extent possible, any options THIRD PARTY obligations to purchase such PURCHASED MATERIALS and (B) promptly inform UGX of any irrevocable commitments made to purchase such PURCHASED MATERIALS, provided further that the obligations of UGX set forth in this paragraph (b) shall not apply in case this AGREEMENT or restricted stock shall be immediately vested upon termination of Employee’s employment any PRODUCT SCHEDULE is terminated by UGX pursuant to Section 5(a)(v20.2.7 (termination for insolvency) or by the Corporation without “Cause”Section 20.2.2 (a) (uncured material).
(d) Upon termination 3. UGX shall arrange for the pick-up from FACILITY of all of FOC MATERIALS and DRUG PRODUCT and supplies owned by UGX within [***] days after the earlier of the Employee’s employment pursuant termination or expiration of this AGREEMENT. BSP shall charge to UGX a [***] (per [***])] in accordance with Section 5(a)(iv) or (vi)9.5. and as set forth in the relevant PRODUCT SCHEDULE.
4. UGX shall be responsible for paying any costs related to [***], in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Actaccordance with Section 11.7.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Commercial Master Service Agreement (Ultragenyx Pharmaceutical Inc.)
Effects of Termination. (a) Upon termination of If the Company or Private terminates the Employee’s employment pursuant during the Initial Term of the Agreement other than for Cause, or if Employee terminates his employment for Good Reason, the Company shall pay to Section 5(a)(iEmployee (a) or (ii)any and all Base Salary, in addition to the accrued vacation and expense reimbursement that had accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned had not been paid prior to the date Date of termination.
Termination, which amounts shall be paid promptly after the Date of Termination, (b) Upon termination of the an amount equal to Employee’s employment pursuant to Section 5(a)(iii), where monthly Base Salary multiplied by the Corporation has offered to renew the term remaining number of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue whole months left in the employ of the CorporationInitial Term, the Employee which amount shall be entitled to receive only paid in monthly installments consistent with how the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Company historically pays Employee’s Base Salary, equal and (c) the cost of premiums to six months of Base Salarycontinue health insurance coverage for Employee and his dependents under COBRA (provided that Employee is eligible and timely elects COBRA coverage) during the remaining Initial Term, payable monthly as and when incurred by Employee, and otherwise the Company shall have no further obligation to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months make any payments or provide any benefits to Employee hereunder after the date Date of Termination; provided however, that no portion of the amounts set forth in clause (b) above shall become payable before a Separation from Service occurs. As used herein, a “Separation from Service” occurs when Employee dies, retires, or otherwise has a termination of employment that constitutes a “separation from service” within the benefits under Benefit Plans extended from time meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employmentoptional alternative definitions available thereunder. In addition, any options or restricted stock shall be immediately vested upon termination of If Employee’s employment pursuant is terminated for any other reason, the Company shall have no further obligation to Section 5(a)(v) make any payments or by provide any benefits to Employee hereunder after the Corporation without “Cause”.
(d) Upon termination Date of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition Termination except for payments of Base Salary and expense reimbursement that had accrued but had not been paid prior to the reimbursement Date of documentedTermination, unreimbursed expenses incurred prior to such date, the less all deductions or offsets for amounts owed by Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation ActCompany.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon termination of In the Employee’s event that Executive's employment is terminated pursuant to Section 5(a)(i6(a) or hereof, (i) Executive's employment hereunder shall immediately cease, (ii)) the Corporation shall pay to Executive his accrued and unpaid salary, in addition to the accrued but unpaid compensation vacation time and expense reimbursement through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and termination in accordance with the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; Corporation's usual procedures and (iiiii) payment on a proall then non-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of terminationexercisable options held by Executive shall immediately and automatically terminate.
(b) Upon termination of In the Employee’s event that Executive's employment is terminated pursuant to Section 5(a)(iii6(b) hereof, (i) Executive's employment hereunder shall cease in accordance with Section 6(b), where (ii) the Corporation has offered shall pay to renew the term of the Employee’s employment for an additional one (1) year period Executive his accrued and the Employee chooses not to continue in the employ of the Corporationunpaid salary, the Employee shall be entitled to receive only the accrued but unpaid compensation vacation time and expense reimbursement through the date of termination in accordance with the Corporation's usual procedures, (iii) all then exercisable options shall become exercisable as set forth in the Option Agreement, (iv) all then non-exercisable options that would vest as of the 1st of December after the date of termination shall remain outstanding and any other benefits accrued to him under any Benefit Plans outstanding at shall vest if the conditions set forth in Section 4 of this Agreement are met on such time December 1st and thereafter such options shall be exercisable for the reimbursement of documented, unreimbursed expenses incurred prior to such date. In period set forth in the Option Agreement and (v) in the event of the Corporation tenders a Non-Renewal Notice to the Employeedeath of Executive, then the Employee any and all options (whether vested or unvested) shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Causetransferred in accordance with Executive's will.”
(c) Upon termination of In the Employee’s event that Executive's employment pursuant to Section 5(a)(v) or hereunder is terminated by the Corporation other than pursuant to Section 5(a)(i6(a) or (b), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vithen:
(i) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to receive, and the following severance benefits: (i) a cash paymentCorporation shall continue to pay to Executive, based on the current scale annual salary specified in Section 3 for the remainder of Employee’s Base Salarythe Term, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision Executive shall be entitled, during the period during which such severance payment is being paid, to receive all benefits under the Corporation's medical insurance, disability insurance, life insurance and other benefit plans as are then in effect for a period executives of twelve the Corporation, (12iii) months all then exercisable options shall become exercisable as set forth in the Option Agreement and (iv) all then non-exercisable options that would vest as of the 1st of December after the date of termination shall remain outstanding and shall vest if the conditions set forth in Section 4 of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; this Agreement are met on such December 1st and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any thereafter such options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by exercisable for the Corporation without “Cause”period set forth in the Option Agreement.
(d) Upon termination of In the Employee’s event that Executive's employment pursuant to Section 5(a)(iv) or (vi)hereunder is terminated by Executive, in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: then:
(i) the Corporation shall pay to Executive his accrued and unpaid Base Salary salary, accrued vacation time and expense reimbursement through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; termination in accordance with the Corporation's usual procedures and (ii) continued provision, for a period of one (1) month after the date of the Employee’s all then non-exercisable options shall immediately and automatically terminate upon such termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required Executive's obligations pursuant to be made hereunder by the Corporation to the Employee Sections 8 and 9 hereof shall continue to the Employee’s beneficiaries in the event survive any termination of his death until paid in fullthis Agreement for any reason whatsoever.
Appears in 1 contract
Sources: Employment Agreement (Consolidated Capital of North America Inc)
Effects of Termination. Upon the termination of the Agreement and the Employment Period:
(a) Upon termination of the Employee’s employment pursuant to 's duties shall, except as otherwise provided by Section 5(a)(i) or (ii)19 hereof, in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant cease as of the date of death or Total Disability earned prior to the effective date of termination, PROVIDED, HOWEVER, that Employee will in all events of termination use reasonable efforts for a thirty-day period for the smooth transition of duties to appropriate independent contractors and/or employees of the Company.
(b) Upon With respect to any termination of the Employee’s employment pursuant to Section 5(a)(iii)9(b) or 10(a) of this Agreement, where payments made on account of Employee's Salary shall cease upon the Corporation has offered effective date of termination; any amounts due on account of Employee's Salary and Annual Bonus for account of services performed prior to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the effective date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time which have not previously been paid will be paid (pro rata through the effective date of termination) within thirty (30) days following termination; and the reimbursement of documented, unreimbursed expenses incurred prior Company shall have no further obligation to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon With respect to a termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(iSections 9(b), 5(a)(ii), 5(a)(iii), 5(a)(iv), 10(a) or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end 11 of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such datethis Agreement, the Employee Company shall be entitled to the following severance benefits: pay Employee, within thirty (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (6030) days following of such termination, less withholding any amounts due on account of all applicable taxes; Employee's Salary and Annual Bonus for account of services performed prior to the effective date of termination which have not been previously paid (iipro rated through the effective date of termination) continued provision and a severance payment equal to Employee's Salary for a an additional period of twelve (12) months after such termination or the date of termination remainder of the benefits under Benefit Plans extended from time Employment Period, whichever is longer. All payments made pursuant to time by this Section 12(c) shall be made, in the Corporation to its senior Employees; Board's discretion, in a lump sum or in equal monthly installments and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection accordance with any bonus plan to which the Employee was a participant as normal payroll policies of the date of the Employee’s termination of employmentCompany, subject to all appropriate withholding taxes. In addition, any options or restricted stock shall be immediately vested upon the event of a termination described in the first sentence of Employee’s employment pursuant to this Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi12(c), in addition to the reimbursement of documentedforegoing, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued a continuation of the welfare benefits of medical insurance, dental insurance, and unpaid Base Salary through group term life insurance for two (2) full years after the effective date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; termination and (ii) continued provision, for a period lump-sum cash payment of one (1) month after the actuarial present value equivalent of the aggregate benefits accrued by the Employee as of the effective date of termination under the terms of any and all supplemental retirement plans in which the Employee participates. For purposes of determining "final average pay" under such programs, the Employee’s 's actual pay history as of the effective date of termination of employment, of shall be used. These benefits under Benefit Plans extended shall be provided to the Employee at the time same premium cost, and at the same coverage level, as in effect as of the Employee's effective date of termination. However, in the event the premium cost and/or level of coverage shall change for all employees of the Company, the cost and/or coverage level, likewise, shall change for the Employee in a corresponding manner. The continuation of these welfare benefits shall have any conversion rights be discontinued prior to the end of the two (2) year period in the event the Employee has available under substantially similar benefits from a subsequent employer, as determined by the Corporation’s Benefit Plans and as otherwise provided by law, including Company's Board of Directors or the Comprehensive Omnibus Budget Reconciliation ActBoard's designee
(d) All expenses which are properly reimbursable to Employee pursuant to Section 6 will be promptly reimbursed following termination.
(e) Any payments required Except as otherwise provided in this Agreement, all other benefits and/or entitlements to participate in bonus programs, if any, will cease as of the effective date of termination, subject to Employee's rights to continue medical insurance coverage at his own expense as provided by applicable law or written Company policy; PROVIDED, HOWEVER, that all policies of insurance relating solely to Employee shall be assigned to Employee within thirty (30) days following termination, PROVIDED that such assignment shall be at no cost or expense to the Company, and PROVIDED FURTHER that such assignment shall state that it is made hereunder subject to the terms and conditions of the policy(ies).
(f) The rights, privileges, benefits, remedies and interests of the Company and Employee under Section 3 of this Agreement shall be governed by the Corporation terms and provisions of such Section 3 and the plans and option agreement referenced in such Section 3. FORM OF EXECUTIVE EMPLOYMENT AGREEMENT 8
(g) The Company shall pay to Employee's surviving spouse, or other beneficiary as so designated by Employee during his lifetime, or to Employee's estate, as appropriate, all benefits to which Employee had a vested right pursuant to this Agreement at the time of his death.
(h) Employee acknowledges and agrees that any severance for which he qualifies under this Section 12 or Section 8 shall be full and adequate consideration to Employee for all damages he may suffer as a result of the termination of his employment, and Employee hereby waives and releases the Company and its subsidiaries and Affiliates from any and all obligations and liabilities to Employee arising from or in connection with Employee's employment or termination of employment with the Company or its subsidiaries or Affiliates of this Agreement. Employee agrees, as a condition to receipt of payments and benefits under this Section 12 or Section 8 hereof, that he will execute a release agreement, in a form reasonably satisfactory to the Employee shall continue to Company, releasing any and all claims against the Employee’s beneficiaries in the event Company, its subsidiaries and Affiliates (other than enforcement of his death until paid in fullthis Agreement).
Appears in 1 contract
Sources: Employment Agreement (Innovative Clinical Solutions LTD)
Effects of Termination. Upon termination of employment for any reason, whether by the Executive or the Corporation, the Executive shall be paid accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at the date of termination and the reimbursement of documented, unreimbursed expenses incurred on or prior to such date, all paid as promptly as practicable and in accordance with applicable law (collectively, “Base Benefits”), and the Executive shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Consolidated Omnibus Budget Reconciliation Act and any similar state law or regulation (“COBRA”). The following provisions apply to specified termination events. Any Annual Bonus (including any pro- rated Annual Bonus) payable pursuant to the following provisions shall be paid at the same time that it would have been paid if the Executive’s employment had not terminated.
(a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such dateBase Benefits, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision twelve (12) months’ Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes, within thirty (30) days of the date of termination; (ii) if the Executive elects continuation coverage for group health coverage pursuant to COBRA, then for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability termination he will be obligated to pay only the portion of benefits under Benefit Plans extended from time the full COBRA cost of the coverage equal to time an active employee’s share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Corporation Corporation’s share of such premiums (the “Employer-Provided COBRA Premium”) shall be treated as taxable income to its senior Employeesthe Executive; and (iiiii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior Disability. This Section 6(a) shall not terminate or otherwise interfere with any right to the date of terminationdisability payments.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), ) where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation through Base Benefits, and the payment on a pro-rated basis of any Annual Bonus, or other payments earned in connection with any bonus plan to which the Executive was a participant as of the date of the Executive’s termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such dateemployment,. In the event the Corporation tenders a Non-Non- Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Non- Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v), 5(a)(vii) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”5(a)(viii), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such dateBase Benefits, the Employee Executive shall be entitled to the following severance benefits: (i) a cash paymenttwelve (12) months’ Base Salary at the then current rate (or Base Salary through the remaining portion of the then current Term, based on the current scale of Employee’s Base Salary, equal to six months of Base Salaryif longer than 12 months), to be paid in a single lump sum payment not later than sixty thirty (6030) days following such termination, less withholding of all applicable taxes; (ii) continued provision if the Executive elects continuation coverage for group health coverage pursuant to COBRA, then for a period of twelve (12) months after (or the date of termination remaining portion of the benefits under Benefit Plans extended from time then current Term) following the Executive’s termination he will be obligated to time pay only the portion of the full COBRA cost of the coverage equal to an active employee’s share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Corporation Employer-Provided COBRA Premium shall be treated as taxable income to its senior Employeesthe Executive; and (iii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock equity grants to Executive shall be immediately vested upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”5(a)(vii).
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such dateBase Benefits, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provisionif the Executive elects continuation coverage for group health coverage pursuant to COBRA, then, for a period of one (1) month after following the date Executive’s termination, he will be obligated to pay only the portion of the Employeefull COBRA cost of the coverage equal to an active employee’s termination share of employmentpremiums (if any) for coverage for one month of the respective plan year and, of benefits under Benefit Plans extended to the Employee at extent required by any applicable nondiscrimination rules, the time of termination. Employee Employer-Provided COBRA Premium shall have any conversion rights available under be treated as taxable income to the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation ActExecutive.
(e) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon termination of In the event that Employee’s 's ---------------------- employment is terminated pursuant to Section 5(a)(i6 hereof, Employee's employment hereunder shall terminate without further obligations to Employee, other than those obligations accrued or earned and vested (if applicable) by Employee through the Date of Termination, including for this purpose all "Accrued Obligations", defined as those obligations accrued or earned and vested (ii)if applicable) by Employee as of the Date of Termination, in addition to the including, for this purpose (i) Employee's pro rata Base Salary accrued but unpaid as of the Date of Termination, (ii) any compensation through the date of death or Total Disability previously deferred by Employee (together with any accrued earning thereon) and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time not yet paid by the Corporation to its senior Employees; and any accrued vacation pay not yet paid by the Company and (iiiii) payment on a pro-rated basis if applicable, all amounts payable to the estate or designated beneficiaries of Employee under any bonus pension, savings, life insurance or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior to the date of termination.
(b) Upon termination of the Employee’s employment pursuant to Section 5(a)(iii)plans, where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period practices, policies and the Employee chooses not to continue in the employ programs of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any and/or all other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated amounts payable pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”4 hereof. In addition:
(c) Upon termination of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) the Corporation shall pay to Employee all Accrued Obligations such that the Accrued Obligations specified in Section 4 hereof, shall be paid to Employee in a lump sum in cash paymentwithin 30 days of the Date of Termination, based on and the current scale of Employee’s Base Salary, equal to six months of Base Salary, to other Accrued Obligations shall be paid in accordance with Employee's specific elections pursuant to, and otherwise in accordance with the terms of, any plan, practice, policy or program providing benefits forming a single lump sum payment not later than sixty (60) days following such termination, less withholding part of all applicable taxes; the Accrued Obligations;
(ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; all non-exercisable options shall immediately and automatically terminate, and
(iii) payment on a pro-rated basis any registration rights theretofore granted which have not been invoked with respect to shares of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as Common Stock of the date Corporation either acquired by Employee pursuant to the exercise of the Employee’s termination of employment. In addition, any stock options or restricted stock underlying vested options shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”and automatically terminate.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Employment Agreement (Touchstone Applied Science Associates Inc /Ny/)
Effects of Termination. Upon termination of employment for any reason, whether by the Executive or the Corporation, the Executive shall be paid (i) accrued but unpaid Base Salary and vacation pay through the date of termination; (ii) if the date of such termination is on or after April 15th, the full Annual Bonus earned but not yet paid for the year immediately preceding the year of termination; (iii) any other benefits vested or accrued to him under any Benefit Plans outstanding at the date of termination; (iv) the reimbursement of documented, unreimbursed expenses incurred on or prior to such termination date; and (v) all statutory entitlements as may be required to be paid or provided under applicable law, all paid as promptly as practicable and in accordance with applicable law (collectively, “Base Benefits”), and the Executive shall have any conversion rights available under the Benefit Plans and as otherwise provided by law, including the Consolidated Omnibus Budget Reconciliation Act and any similar state law or regulation (“COBRA”). The following provisions apply to specified termination events. Any Annual Bonus (including any pro-rated Annual Bonus) payable pursuant to the following provisions shall be paid at the same time that it would have been paid if the Executive’s employment had not terminated.
(a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through Base Benefits, which will not be conditioned on a Release (as defined below), upon the date execution by the Executive (or his estate or beneficiaries, as applicable) of death or Total Disability and any other benefits accrued a general release of claims in such form acceptable to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such dateCorporation (a “Release”), the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision six (6) months of Base Salary at the then current rate, payable in a lump sum, less withholding of applicable taxes, within thirty (30) days of the date of termination; (ii) if the Executive elects continuation coverage for group health coverage pursuant to COBRA, then for a period of twelve six (126) months following the EmployeeExecutive’s death or Total Disability termination he will be obligated to pay only the portion of benefits under Benefit Plans extended the full COBRA cost of the coverage equal to an active employee’s share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Company’s share of such premiums (the “Employer-Provided COBRA Premium”) shall be treated as taxable income to the Executive; (iii) the Annual Bonus for the year of termination, which shall be deemed to equal (x) 50% of the Base Salary multiplied by (y) a fraction, the numerator of which is equal to the number of calendar days from time the beginning of such year through the termination date, and the denominator of which is equal to time by 365, payable in a lump sum, less withholding of applicable taxes, within thirty (30) days of the Corporation date of termination; (iv) if the date of such termination is prior to its senior EmployeesApril 15th, any Annual Bonus earned but not yet paid for the year immediately preceding the year of termination, payable in a lump sum, less withholding of applicable taxes, within thirty (30) days of the date of termination; and (iiv) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior Disability. This Section 6(a) shall not terminate or otherwise interfere with any right to the date of terminationdisability payments.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee shall be entitled to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’’’s employment were was terminated without Cause pursuant to Section 5(a)(v5(a)(vii); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due for Cause pursuant to Section 5(a)(vi) (for “Cause”), then payment of the severance benefits under this sentence will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”5(a)(vii), in addition to the accrued but unpaid compensation and vacation pay through Base Benefits, which will not be conditioned on a Release, upon the end execution by the Executive of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such datea Release, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on six (6) months Base Salary at the then current scale of Employee’s Base Salary, equal to six months of Base Salaryrate, to be paid in a single lump sum payment not later than sixty thirty (6030) days following such termination, less withholding of all applicable taxes; (ii) continued provision if the Executive elects continuation coverage for group health coverage pursuant to COBRA, then for a period of twelve six (126) months after following the Executive’s termination he will be obligated to pay only the portion of the full COBRA cost of the coverage equal to an active employee’s share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Employer-Provided COBRA Premium shall be treated as taxable income to the Executive; (iii) the Annual Bonus for the year of termination, which shall be deemed to equal (x) 50% of the Base Salary multiplied by (y) a fraction, the numerator of which is equal to the number of calendar days from the beginning of such year through the termination date, and the denominator of which is equal to 365, payable in a lump sum, less withholding of applicable taxes, within thirty (30) days of the date of termination; (iv) if the date of such termination is prior to April 15th, any Annual Bonus earned but not yet paid for the year immediately preceding the year of termination, payable in a lump sum, less withholding of applicable taxes, within thirty (30) days of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesdate of termination; and (iiiv) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock equity grants to Executive shall be immediately vested upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”5(a)(vii).
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Executive tenders a Non-Renewal Notice to the Corporation, or Section 5(a)(iv) or (vi), in addition to the reimbursement Base Benefits, which will not be conditioned on a Release, upon the execution by the Executive of documented, unreimbursed expenses incurred prior to such datea Release, the Employee Executive shall be entitled to COBRA benefits as follows: if the following severance benefits: (i) accrued and unpaid Base Salary through the date of terminationExecutive elects continuation coverage for group health coverage pursuant to COBRA, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provisionthen, for a period of one (1) month after following the date Executive’s termination, he will be obligated to pay only the portion of the Employeefull COBRA cost of the coverage equal to an active employee’s termination share of employmentpremiums (if any) for coverage for one month of the respective plan year and, of benefits under Benefit Plans extended to the Employee at extent required by any applicable nondiscrimination rules, the time of termination. Employee Employer-Provided COBRA Premium shall have any conversion rights available under be treated as taxable income to the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation ActExecutive.
(e) Upon termination of the Executive’s employment pursuant to Section 5(a)(vi), the Executive shall only be entitled to the Base Benefits.
(f) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Effects of Termination. (a) Upon termination of the Employee’s employment pursuant hereunder for any reason the Company will pay Employee all amounts owed to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation Employee through the date of death or Total Disability Termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the amounts earned by Employee or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of death or Total Disability earned prior Termination but due to be paid Employee at a future date shall be paid when otherwise due, in accordance with applicable law. Notwithstanding any provision herein to the contrary, if the Employee is terminated for Cause he shall only be entitled to receive salary and vacation pay accrued up to and including the date of termination. Upon termination, the entitlement of the Employee or his Estate to benefits, or to continuation or conversion rights, under any Company sponsored benefit plan shall be determined in accordance with applicable law and the provisions of such plan.
(b) Upon termination of Employee’s employment under Sections 4.1 (d) or (e), if the Employee executes, and does not revoke, a Separation Agreement and Release in a form acceptable to the Company, the Company shall pay Employee, on the Company’s regular payroll dates, commencing on the first such date that occurs at least eight days following the Employee’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term execution of the Employee’s employment Separation Agreement and Release, amounts equal to the then applicable Base Compensation, excluding bonus, for an additional one a period of six (16) months; pay Employee a portion of any bonus he would have earned had he remained employed, prorated based on the number of months he was employed during the calendar year period for which the bonus is calculated, and paid on the date it would have been paid had he remained employed; and if the Employee chooses not to continue in timely elects and remains eligible for continued coverage under COBRA, the employ Company will pay that portion of the Corporation, the Employee shall be entitled COBRA premiums it was paying prior to receive only the accrued but unpaid compensation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and Termination for the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the Employee, then period the Employee shall be entitled to is receiving severance under this Agreement or until the same severance benefits as if the EmployeeEmployee is eligible for health care coverage under another Employer’s employment were terminated pursuant to Section 5(a)(v); providedplan, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Causewhichever period is shorter.”
(c) Upon termination Following a Termination Event, both the Employee and the Company agree not to make to any person, including but not limited to customers of the EmployeeCompany, any statement that disparages the other or which reflects negatively upon the other in any manner likely to be harmful to them or their business, business reputation or personal reputation, including but not limited to statements regarding the Company’s employment pursuant financial condition, its officers, directors, shareholders, employees and affiliates; provided that both the Employee and the Company may respond accurately and fully to Section 5(a)(v) any question, inquiry or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition request for information when required by legal process. The Company’s obligations under this section are limited to the accrued but unpaid compensation Company’s officers and vacation pay through the end directors and Company representatives with knowledge of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”this provision.
(d) Upon termination Following a Termination Event, Employee shall fully cooperate with the Company in all matters relating to the winding up of the Employee’s employment pursuant to Section 5(a)(iv) or (vi)pending work including, but not limited to, any litigation in addition to which the reimbursement Company is involved, and the orderly transfer of documented, unreimbursed expenses incurred prior any such pending work to such date, the Employee shall other Employees as may be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder designated by the Corporation to the Employee shall continue to the Employee’s beneficiaries in the event of his death until paid in fullCompany.
Appears in 1 contract
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation and vacation pay and all other amounts payable to Executive under this Agreement through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (ii) payment on a pro-rated basis of any bonus Annual Bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation Company has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period on the same terms as provided for under this Agreement, provided that the Company is not then in default under this Agreement, and the Employee Executive chooses not to continue in the employ of the CorporationCompany, or if this Agreement is terminated by Executive or the Company pursuant to Section 5(a)(iii), the Employee Executive shall be entitled to receive only the accrued but unpaid compensation (less applicable withholding taxes) and vacation pay and all other amounts payable to Executive hereunder through the date of termination, payment on a pro-rated basis of any Annual Bonus or other payments earned in connection with any bonus plan to which the Executive was a participant as of the date of the Executive’s termination and of employment, any other benefits accrued to him under any Benefit Plans outstanding at such time (including all conversion rights available under the Company’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act) and the reimbursement of documented, unreimbursed expenses incurred prior to such datedate ( such payments, amounts and benefits being collectively referred to as the “Termination Benefits”). In the event the Corporation Company tenders a Non-Renewal Notice to the EmployeeExecutive and terminates this Agreement pursuant to Section 5(a)(iii), as above,, then the Employee Executive shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); foregoing Termination Benefits provided, however, if such Non-Renewal Notice was triggered due to the CorporationCompany’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits the foregoing Termination Benefits will be contingent upon a determination (judicial or pursuant to a written agreement between the parties) as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v), 5(a)(vii) or other than 5(a) (viii), the Executive shall be entitled to the Termination Benefits through the date of termination. Upon termination of the Executive’s employment pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition the Executive shall be entitled to the all unpaid and accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time Base Salary and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation Company to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract
Sources: Executive Employment Agreement (Orbital Tracking Corp.)
Effects of Termination. In the event of termination of this Agreement for any reason, the following terms shall apply:
(a) Upon all rights and licenses granted to Betta by EyePoint under this Agreement shall terminate; provided, that if EyePoint terminates this Agreement in accordance with Section 10.4 for a Material Efficacy Issue, then at option of Betta, which option may be exercised by providing written notice to EyePoint prior to the effective date of termination of the Employee’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such datethis Agreement, the Employee or his estate or beneficiariesParties CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, as applicableMARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. shall be entitled to the following severance benefits: promptly (i) continued provision enter into a new agreement or an amended and restated version of this Agreement pursuant to which Betta will continue to retain the Exclusive License under Section 2.1 but EyePoint’s obligations under this Agreement (including, for clarity, EyePoint’s obligations under Section 2.6) other than the obligation to provide Betta with a period supply of twelve (12) months following the Employee’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employees; Licensed Product shall otherwise terminate, and (ii) payment on EyePoint’s obligation to provide Betta with a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as supply of the date of death or Total Disability earned prior Licensed Product shall continue, subject to the date following pricing terms: (x) for any clinical supply of termination.the Licensed Product, at EyePoint’s Fully Burdened Manufacturing Cost plus [***]; and (y) for any commercial supply of the Licensed Product, at EyePoint’s Fully Burdened Manufacturing Cost for so long as royalties as set forth in Section 5.1 are payable to EyePoint, and once such royalties are no longer payable to EyePoint, at EyePoint’s Fully Burdened Manufacturing Cost [***];
(b) Upon termination of the Employee’s employment pursuant Parties shall have no further obligation to perform any activities under this Agreement other than as provided for or referenced in this Section 5(a)(iii)10.6 or in Section 10.7, where the Corporation has offered to renew the term of the Employee’s employment for an additional one (1) year period and the Employee chooses not to continue in the employ of the Corporation, the Employee Betta shall be entitled to receive only the accrued but unpaid compensation through the date of termination cease any and any other benefits accrued to him under any Benefit Plans outstanding at such time all development and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice commercialization activities relating to the Employee, then the Employee shall be entitled to the same severance benefits as if the Employee’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the Employee’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”Licensed Products;
(c) Upon termination Betta shall comply with its obligations pursuant to Sections 7.5 and 10.7;
(d) upon the request of EyePoint, Betta shall, within thirty (30) days of the Employee’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) a cash payment, based on the current scale of Employee’s Base Salary, equal to six months of Base Salary, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the effective date of termination of the benefits under Benefit Plans extended from time this Agreement, transfer to time by the Corporation to its senior Employees; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee was a participant as of the date of the Employee’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of Employee’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the Employee’s employment pursuant to Section 5(a)(iv) or (vi), in addition EyePoint all Data relating to the reimbursement of documentedLicensed Products within Betta’s control that has not been previously transferred to EyePoint, unreimbursed expenses incurred prior to such date, the Employee shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such time; and (ii) continued provision, for a period of one (1) month after the date of the Employee’s termination of employment, of benefits under Benefit Plans extended to the Employee at the time of termination. Employee EyePoint shall have the right to use such Data for any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.all purposes;
(e) Any payments required with respect to be made hereunder any ongoing Clinical Trials of the Licensed Products conducted by or on behalf of Betta or its Affiliates or Sublicensees, (x) Betta shall wind down at its sole cost the Corporation conduct of such Clinical Trials as soon as reasonably practicable, subject to requirements of Applicable Laws, or, upon the request of EyePoint, transfer to EyePoint or its designee the conduct of such Clinical Trials as soon as reasonably practicable pursuant to the Employee requirements of Applicable Laws, and (y) until such time as the conduct of such Clinical Trials has been successfully terminated or transferred to EyePoint or its designee, Betta shall continue such Clinical Trials at its sole cost; and
(f) unless (i) Betta terminates this Agreement due to an uncured material breach by EyePoint in accordance with Section 10.2 or an EyePoint insolvency in accordance with Section 10.5 or (ii) EyePoint terminates this Agreement due to a Material Safety Issue or a Material Efficacy Issue under Section 10.4, then upon the request of EyePoint, (x) Betta shall assign and transfer to EyePoint or its designee any and all Regulatory Materials, including regulatory filings made with and all Regulatory Approvals (including any ▇▇▇▇) obtained from the Regulatory Authorities in the Territory, relating to the Employee’s beneficiaries Licensed Products in the event Field in the Territory pursuant to the requirements of his death until paid Applicable Laws, and (y) Betta shall cooperate with EyePoint to facilitate the orderly transition and uninterrupted development and commercialization of the Licensed Products in fullthe Field in the Territory, including by assigning or otherwise transferring (to the extent permissible) to EyePoint or its designee all right, title and interest in all Third Party contracts (or portions thereof) related to such development and commercialization, as reasonably requested by EyePoint. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Appears in 1 contract
Sources: Exclusive License Agreement (EyePoint Pharmaceuticals, Inc.)
Effects of Termination. (a) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(i) or (ii), in addition to the accrued but unpaid compensation and vacation pay through the date of death or Total Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive or his estate or beneficiaries, as applicable, shall be entitled to the following severance benefits: (i) continued provision for a period of twelve (12) months following the EmployeeExecutive’s death or Total Disability of benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (ii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of death or Total Disability earned prior to the date of terminationDisability.
(b) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iii), where the Corporation has offered to renew the term of the EmployeeExecutive’s employment for an additional one (1) year period and the Employee Executive chooses not to continue in the employ of the Corporation, the Employee Executive shall be entitled to receive only the accrued but unpaid compensation and vacation pay through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date. In the event the Corporation tenders a Non-Renewal Notice to the EmployeeExecutive, then the Employee Executive shall be entitled to the same severance benefits as if the EmployeeExecutive’s employment were terminated pursuant to Section 5(a)(v); provided, however, if such Non-Renewal Notice was triggered due to the Corporation’s statement that the EmployeeExecutive’s employment was terminated due to Section 5(a)(vi) (for “Cause”), then payment of severance benefits will be contingent upon a determination as to whether termination was properly for “Cause.”
(c) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(v) or other than pursuant to Section 5(a)(i), 5(a)(ii), 5(a)(iii), 5(a)(iv), or 5(a)(vi) (i.e., without “Cause”), in addition to the accrued but unpaid compensation and vacation pay through the end of the Term or any then applicable extension of the Term and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) a cash payment, based on three (3) months’ Base Salary at the current scale of Employee’s Base Salary, equal to six months of Base Salarythen current, to be paid in a single lump sum payment not later than sixty (60) days following such termination, less withholding of all applicable taxes; (ii) continued provision for a period of twelve (12) months after the date of termination of the benefits under Benefit Plans extended from time to time by the Corporation to its senior Employeesexecutives; and (iii) payment on a pro-rated basis of any bonus or other payments earned in connection with any bonus plan to which the Employee Executive was a participant as of the date of the EmployeeExecutive’s termination of employment. In addition, any options or restricted stock shall be immediately vested upon termination of EmployeeExecutive’s employment pursuant to Section 5(a)(v) or by the Corporation without “Cause”.
(d) Upon termination of the EmployeeExecutive’s employment pursuant to Section 5(a)(iv) or (vi), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Employee Executive shall be entitled to the following severance benefits: (i) accrued and unpaid Base Salary and vacation pay through the date of termination, less withholding of applicable taxes and any other benefits accrued to him under any Benefit Plans outstanding at such timetaxes; and (ii) continued provision, for a period of one (1) month after the date of the EmployeeExecutive’s termination of employment, of benefits under Benefit Plans extended to the Employee Executive at the time of termination. Employee Executive shall have any conversion rights available under the Corporation’s Benefit Plans and as otherwise provided by law, including the Comprehensive Omnibus Budget Reconciliation Act.
(e) Any payments required to be made hereunder by the Corporation to the Employee Executive shall continue to the EmployeeExecutive’s beneficiaries in the event of his death until paid in full.
Appears in 1 contract