Pay in Lieu of Notice. Notwithstanding anything contained herein to the contrary, following the delivery of a Notice of Termination by either party, the Board may, in its sole discretion, accelerate the Date of Termination to a date that is earlier than the date specified in Section 9.1 (b) above (including to the date on which a Notice of Termination is provided); provided, however, that in the event of a termination of employment by Executive for Good Reason, the Board shall be deemed to have accelerated the Date of Termination to the date that is not later than 30 days after the Notice of Termination is provided. In such an event, the Company shall provide Executive with the following payments and benefits: (A) continued Base Salary through the last day of the Notice Period, payable in accordance with the Company’s normal payroll practices as in effect from time to time; (B) an amount, to be decided at the absolute discretion of the Remuneration Committee, which may be anywhere from zero up to the target annual bonus under the Incentive Plan, to which the Executive would have been entitled pursuant to Section 4.2 for the bonus year in which the Notice Period terminates (based on the Executive’s Base Salary at the date on which his employment terminated and pro-rated based on the number of unserved months in the Notice Period in relation to 12), with such bonus to be paid at the same time as if Executive’s employment had not terminated; (C) an amount equal to the SERP contributions that Executive would have received during the remainder of the Notice Period, payable in equal monthly installments through the last day of the Notice Period; (D) continued monthly car allowance payments for the remainder of the Notice Period; and (E) continued participation in the Company’s medical and dental benefit plans (to the extent permitted by such plans) for the remainder of the Notice Period (provided that if Executive is not permitted to participate in such plans, the Company shall pay Executive a monthly amount during the remainder of the Notice Period equal to the premiums paid by the Company for the benefit of Executive for coverage under such plans immediately prior to the date of Executive’s termination).
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Sources: Executive Employment Agreement, Executive Employment Agreement (Shire PLC)
Pay in Lieu of Notice. Notwithstanding anything contained herein to the contrary, following the delivery of a Notice of Termination by either party, the Board may, in its sole discretion, accelerate the Date of Termination to a date that is earlier than the date specified in Section 9.1 (b9.1(b) above (including to the date on which a Notice of Termination is provided); provided, however, that in the event of a termination of employment by Executive for Good Reason, the Board shall be deemed to have accelerated the Date of Termination to the date that is not later than 30 days after the Notice of Termination is provided. In such an event, the Company shall provide Executive with the following payments and benefits: (A) continued an amount equal to the Base Salary the Executive would have received through the last day of the Notice Period, payable with such amount to be paid in substantially equal installments in accordance with the Company’s normal payroll practices as commencing with the payroll date coincident with or next following the 90th day following such termination of employment and ending on the last payroll date on or before the last day of the year in effect from time to timewhich the 90th day following Executive’s termination of employment occurs (or if the payment end date would precede the payment beginning date, all such payments will be made in a lump sum on the payroll date coincident with or next following the 90th day following such termination of employment); (B) an amount, to be decided at the absolute discretion of the Remuneration Committee, which may be anywhere from zero up to the target annual bonus under the Incentive Plan, to which the Executive would have been entitled pursuant to Section 4.2 for the bonus year in which the Notice Period terminates (based on the Executive’s Base Salary at the date on which his employment terminated and pro-rated based on the number of unserved months in the Notice Period in relation to 12), with the cash portion of such bonus to be paid in substantially equal installments in accordance with the Company’s normal payroll practices commencing with the payroll date coincident with or next following the 90th day following such termination of employment and ending on the last payroll date on or before the last day of the year in which the 90th day following Executive’s termination of employment occurs (or if the payment end date would precede the payment beginning date, all such payments will be made in a lump sum on the payroll date coincident with or next following the 90th day following such termination of employment), and with the non-cash portion of such bonus to be paid at the same time as if Executive’s employment had not terminatedterminated (provided that, with respect to the 2015 calendar year, any such bonus paid shall not exceed the amount of the bonus that would have been earned under Section 4.2 based on actual performance); (C) an amount equal to the SERP contributions that Executive would have received during the remainder of the Notice Period, payable with such amount to be paid in equal monthly installments through a lump sum on the last 90th day after the date of the Notice PeriodExecutive’s termination of employment; (D) continued monthly car allowance payments for the remainder of the Notice Period, with such amount to be paid in substantially equal installments in accordance with the Company’s normal payroll practices commencing with the payroll date coincident with or next following the 90th day following such termination of employment and ending on the last payroll date on or before the last day of the year in which the 90th day following Executive’s termination of employment occurs (or if the payment end date would precede the payment beginning date, all such payments will be made in a lump sum on the payroll date coincident with or next following the 90th day following such termination of employment); and (E) continued participation in the Company’s medical and dental benefit plans (to the extent permitted by such plans) for the remainder of the Notice Period (provided that if Executive is not permitted to participate in such plans, the Company shall pay Executive a monthly amount during the remainder of the Notice Period equal to the premiums paid by the Company for the benefit of Executive for coverage under such plans as of immediately prior to the date of Executive’s termination).
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