Common use of Payments Upon Certain Terminations Clause in Contracts

Payments Upon Certain Terminations. In consideration of Executive’s acceptance of this Agreement and Executive’s continued employment through the Termination Date, if Beacon terminates Executive’s employment without Cause or Executive terminates Executive’s employment for Good Reason (each, a “Qualifying Termination”), in addition to any annual cash incentive payable in accordance with Section 4, Beacon shall provide to Executive the following benefits: (a) Beacon shall make payments of Executive’s Base Salary on Beacon’s regular payroll dates until the end of the Term (all such payments of Base Salary, the “Cash Severance”). Subject to Section 26, the Cash Severance shall be paid in equal periodic installments on Beacon’s regular payroll dates, beginning no later than the second payroll date following the date on which the Release (as defined below) becomes irrevocable. Any payments of the Cash Severance that are not made between the Termination Date and the date on which the first payment of the Cash Severance is made on account of the Release having not yet become irrevocable shall be made on such first payment date. (b) All unvested restricted stock units and stock options held by Executive under the Beacon Roofing Supply, Inc. Amended and Restated 2014 Stock Plan (together with any successor or other plan pursuant to which Executive received restricted stock units or stock options, the “Plan”) shall vest, or in the case of such awards that are subject to performance-based vesting conditions, shall remain eligible to vest, on the date on which such restrictive stock units and stock options would have otherwise vested had Executive remained employed through such vesting date (as if Executive had remained employed by Beacon through such vesting date). Executive’s receipt of the payments and benefits described in this Section 13 is expressly conditioned upon Executive, within forty-five (45) calendar days (or such shorter period determined by Beacon) after the Termination Date, executing and delivering to Beacon a waiver and release of claims in favor of the Beacon Group and their respective directors, officers and employees in the form attached hereto as Exhibit B (a “Release”), and not thereafter revoking the Release. For the avoidance of doubt, Executive’s termination of employment by reason of death, disability or retirement (each as defined in the applicable award agreement under the Plan) shall not be deemed a termination “without Cause” under this Agreement. Accordingly, in case of such death, disability or retirement, the treatment of Executive’s outstanding equity awards shall be governed by the terms of the applicable equity award agreement and Executive shall not additionally be eligible for the cash severance benefits hereunder.

Payments Upon Certain Terminations. In consideration of Executive’s acceptance of this Agreement and Executive’s continued employment through the Termination Date, if Beacon terminates Executive’s employment without Cause or Executive terminates Executive’s employment for Good Reason (each, a “Qualifying Termination”), in addition to any annual cash incentive payable in accordance with Section 4Reason, Beacon shall provide to Executive the following benefits: (a) Beacon shall make payments eighteen (18) months of Executive’s Base Salary annual base salary as in effect on Beacon’s regular payroll dates until the end of the Term (all such payments of Base SalaryTermination Date, the “Cash Severance”). Subject to Section 26, the Cash Severance which shall be paid in equal periodic installments on Beacon’s regular payroll dates, beginning no later than the second payroll date following the date on which the Release (as defined below) becomes irrevocable. Any payments ; (b) Executive’s cash incentive in an amount equal to (i) 150% of Executive’s target annual cash incentive opportunity under Beacon’s annual cash incentive plan, which shall be paid in equal periodic installments on Beacon’s regular payroll dates consistent with the Cash Severance payment schedule set forth in section (a) above and (ii) the annual cash incentive that are not made between would otherwise be payable to Executive with respect to any fiscal year which has been completed prior to the Termination Date but has not been paid as of the Termination Date, which shall be paid in a lump sum on the date such annual cash incentive is paid to other executives of Beacon in accordance with Beacon’s annual cash incentive plan, provided that the Release has become irrevocable by such date, and if the Release has not become irrevocable by such date, to be paid in a lump sum no later than the second payroll date following the date on which the first payment Release becomes irrevocable; (c) to the extent Executive elects health benefit continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued participation in Beacon’s health plans at the same rates provided to similarly situated active employees for a period ending on the earlier of (i) the 12 month anniversary of the Cash Severance is made on account Termination Date, and (ii) the date Executive becomes eligible for such coverage from a subsequent employer; provided, however, that (x) Executive’s cost of the Release having not yet become irrevocable such coverage shall be made on such first payment date.deducted from the periodic installments described in Section 7(a) and (y) Beacon’s cost of providing the COBRA benefit less Executive’s contribution, shall be treated as taxable income to the Executive and reported accordingly; (bd) All all unvested restricted stock units and stock options held by Executive under the Beacon Roofing Supply, Inc. Amended and Restated 2014 Stock Plan (together with any successor or other plan pursuant to which Executive received receives restricted stock units or stock options, the “Plan”) at the Termination Date that are scheduled to vest within the twelve (12) month period following the Termination Date in accordance with the applicable vesting schedule (including any such restricted stock units and stock options that, pursuant to an applicable award agreement, would vest in connection with Executive’s termination of employment without “cause” following a “change in control” or similar event, all determined pursuant to such award agreement) shall vest, or in the case of such awards that are subject to performance-based vesting conditions, shall remain eligible to vest, on the date on which such restrictive stock units and stock options would have otherwise vested had Executive remained employed through such vesting date twelve (12) month period. All unvested restricted stock units and stock options held by Executive under the Plan that are scheduled to vest after the twelve (12) month anniversary of the Termination Date shall be forfeited by Executive as if Executive had remained employed by of the Termination Date. Beacon through may withhold from any amounts payable under this Agreement such vesting date)federal, state or local deductions and taxes as shall be required to be withheld pursuant to any applicable law or regulation. Executive’s receipt of the payments and benefits described in this Section 13 7 is expressly conditioned upon the Executive, within forty-five (45) calendar days (or such shorter period determined by Beacon) after the Termination Date, executing and delivering to Beacon a waiver and release of claims in favor of the Beacon Group and their respective directors, officers and employees in the form attached hereto as Exhibit B (a “Release”), and not thereafter revoking the Release. For the avoidance of doubt, Executive’s termination of employment by reason of death, disability or retirement (each as defined in the applicable award agreement under the Plan) shall not be deemed a termination “without Cause” under this Agreement. Accordingly, in case of such death, disability or retirement, the treatment of Executive’s outstanding equity awards shall be governed by the terms of the applicable equity award agreement and Executive shall not additionally be eligible for the cash severance benefits hereunder.

Payments Upon Certain Terminations. In consideration of Executive’s acceptance of this Agreement and Executive’s continued employment through the Termination Date, if Beacon terminates (i) If Executive’s employment is terminated by Employer Without Cause or Executive terminates his employment for Good Reason, Employer shall pay or provide to Executive as severance payments and benefits the following: A. Executive shall receive his Base Salary for the period from the Date of Termination (as defined in Section 7(h) below) through the expiration of the Severance Period as set forth on Section 4 of Attachment A, paid in semi-monthly installments as provided in Section 3; B. Executive shall receive the product of (i) the amount of incentive compensation that would have been payable to Executive pursuant to Sections 4(a), 4(c) and the Annual Incentive Compensation Plan for the calendar year in which his employment terminates with achievement of performance objectives determined as of the Date of Termination, multiplied by (ii) a fraction, the numerator of which is equal to the number of days in such calendar year that precede the Date of Termination and the denominator of which is 365; C. continuation of participation in Employer’s group medical plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) at Employer’s expense until the earlier of the conclusion of the Severance Period and the date on which Executive first becomes eligible for substantially equivalent insurance coverage provided by any other entity following termination; provided, however, that in the event Employer cannot reasonably provide Executive and his dependents with coverage under Employer’s Group Benefits Plan for the full Severance Period, Employer may provide coverage under one or more alternative plans or arrangements providing substantially equivalent coverage to the coverage then being provided to active employees and their dependants under Employer’s group benefits plan; and D. a pro-rated acceleration of the next installment in the equity vesting schedule set forth in Section 4(b) following termination based on the number of days Executive worked in the applicable twelve (12) month vesting period in which termination occurs. By way of example, if Executive is terminated by Employer without Cause or Executive terminates his employment for Good Reason and the Date of Termination is half way through the second twelve (12) month vesting period, Executive will previously have vested in 15% on the first anniversary and will be vested in 50% (representing the half-year worked) of the 20% vesting amount for the second year. (ii) Upon his death or Disability or if Employer terminates Executive’s employment for Good Reason (eachCause, Employer shall pay Executive his Base Salary through the Date of Termination, plus, in the case of termination upon Executive’s death or Disability, a “Qualifying pro-rata amount of incentive compensation pursuant to the Annual Incentive Compensation Plan calculated in the same manner as Section 7(f)(i)(B) above (but excluding any time between the onset of a physical or mental disability that prevents the performance by Executive of his duties hereunder and the resulting Date of Termination”). Executive shall not be entitled to severance compensation under any severance compensation plan of Employer; provided, however, that other than severance compensation, any benefits payable to or in addition respect of Executive under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision. Any payments required to any annual cash incentive payable in accordance with Section 4, Beacon shall provide to Executive the following benefits: (a) Beacon shall make payments be made on account of Executive’s Base Salary on Beacon’s regular payroll dates until death or Disability shall be made to Executive or his designated beneficiary in the case of death no later than two and one-half (21/2) months following the end of the Term (all such payments of Base Salary, the “Cash Severance”). Subject to Section 26, the Cash Severance shall be paid calendar year in equal periodic installments on Beaconwhich Executive’s regular payroll dates, beginning no later than the second payroll date following the date on which the Release (as defined below) becomes irrevocable. Any payments of the Cash Severance that are not made between the Termination Date and the date on which the first payment of the Cash Severance is made employment terminates on account of the Release having not yet become irrevocable shall be made on such first payment date. (b) All unvested restricted stock units and stock options held by death or Disability. Finally, Executive under the Beacon Roofing Supply, Inc. Amended and Restated 2014 Stock Plan (together with any successor or other plan pursuant to which Executive received restricted stock units or stock options, the “Plan”) shall vest, or his designated beneficiary in the case of such awards that are subject death shall be entitled to performance-based vesting conditions, shall remain eligible the equity vested pursuant to vest, on Section 4(b). (iii) Notwithstanding anything to the date on which such restrictive stock units and stock options would have otherwise vested had Executive remained employed through such vesting date (as if Executive had remained employed by Beacon through such vesting date). Executive’s receipt of the payments and benefits described contrary in this Section 13 is expressly conditioned upon ExecutiveAgreement, within forty-five (45) calendar days (or such shorter period determined by Beacon) after the Termination Date, executing and delivering to Beacon a waiver and release of claims in favor of the Beacon Group and their respective directors, officers and employees in the form attached hereto event of Employee’s voluntary termination without Good Reason or his termination for Cause, Employer shall have the right to continue to pay Employee’s Base Salary for a period of up to twelve (12) months following the Date of Termination (which period shall also be referred to as Exhibit B (a “Release”the Severance Period), and not thereafter revoking the Release. For the avoidance of doubt, Executive’s termination of employment by reason of death, disability or retirement (each paid in semi-monthly installments as defined provided in the applicable award agreement under the Plan) shall not be deemed a termination “without Cause” under this Agreement. AccordinglySection 3, in case of such deathexchange for Employee’s compliance with the covenants contained in Sections 9, disability or retirement10 and 1l. Finally, the treatment of Executive’s outstanding equity awards Executive shall be governed by entitled to the terms of the applicable equity award agreement and Executive shall not additionally be eligible for the cash severance benefits hereundervested pursuant to Section 4(b).

Payments Upon Certain Terminations. In consideration of Executive’s acceptance of this Agreement and Executive’s continued employment through the Termination Date, if Beacon terminates Executive’s employment without Cause or Executive terminates Executive’s employment for Good Reason (each, a “Qualifying Termination”), in addition to any annual cash incentive payable in accordance with Section 4Reason, Beacon shall provide to Executive the following benefits: (a) Beacon shall make payments Twenty-four (24) months of Executive’s Base Salary annual base salary as in effect on Beacon’s regular payroll dates until the end of the Term (all such payments of Base SalaryTermination Date, the “Cash Severance”). Subject to Section 26, the Cash Severance which shall be paid in equal periodic installments on Beacon’s regular payroll dates, beginning no later than the second payroll date following the date on which the Release (as defined below) becomes irrevocable. Any payments ; (b) Executive’s cash incentive in an amount equal to (i) 200% of Executive’s target annual cash incentive opportunity under Beacon’s annual cash incentive plan, which shall be paid in equal periodic installments on Beacon’s regular payroll dates consistent with the Cash Severance payment schedule set forth in section (a) above and (ii) the annual cash incentive that are not made between would otherwise be payable to Executive with respect to any fiscal year which has been completed prior to the Termination Date but has not been paid as of the Termination Date, which shall be paid in a lump sum on the date such annual cash incentive is paid to other executives of Beacon in accordance with Beacon’s annual cash incentive plan, provided that the Release has become irrevocable by such date, and if the Release has not become irrevocable by such date, to be paid in a lump sum no later than the second payroll date following the date on which the first payment Release becomes irrevocable; (c) to the extent Executive elects health benefit continuation under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), continued participation in Beacon’s health plans at the same rates provided to similarly situated active employees for a period ending on the earlier of (i) the 18 month anniversary of the Cash Severance is made on account Termination Date, and (ii) the date Executive becomes eligible for such coverage from a subsequent employer; provided, however, that (x) Executive’s cost of the Release having not yet become irrevocable such coverage shall be made on such first payment date.deducted from the periodic installments described in Section 7(a) and (y) Beacon’s cost of providing the COBRA benefit less Executive’s contribution, shall be treated as taxable income to the Executive and reported accordingly; (bd) All all unvested restricted stock units and stock options held by Executive under the Beacon Roofing Supply, Inc. Amended and Restated 2014 Stock Plan (together with any successor or other plan pursuant to which Executive received receives restricted stock units or stock options, the “Plan”) at the Termination Date that are scheduled to vest within the twelve (12) month period following the Termination Date in accordance with the applicable vesting schedule (including any such restricted stock units and stock options that, pursuant to an applicable award agreement, would vest in connection with Executive’s termination of employment without “cause” following a “change in control” or similar event, all determined pursuant to such award agreement) shall vest, or in the case of such awards that are subject to performance-based vesting conditions, shall remain eligible to vest, on the date on which such restrictive stock units and stock options would have otherwise vested had Executive remained employed through such vesting date twelve (12) month period. All unvested restricted stock units and stock options held by Executive under the Plan that are scheduled to vest after the twelve (12) month anniversary of the Termination Date shall be forfeited by Executive as if Executive had remained employed by of the Termination Date. Beacon through may withhold from any amounts payable under this Agreement such vesting date)federal, state or local deductions and taxes as shall be required to be withheld pursuant to any applicable law or regulation. Executive’s receipt of the payments and benefits described in this Section 13 7 is expressly conditioned upon the Executive, within forty-five (45) calendar days (or such shorter period determined by Beacon) after the Termination Date, executing and delivering to Beacon a waiver and release of claims in favor of the Beacon Group and their respective directors, officers and employees in the form attached hereto as Exhibit B (a “Release”), and not thereafter revoking the Release. For the avoidance of doubt, Executive’s termination of employment by reason of death, disability or retirement (each as defined in the applicable award agreement under the Plan) shall not be deemed a termination “without Cause” under this Agreement. Accordingly, in case of such death, disability or retirement, the treatment of Executive’s outstanding equity awards shall be governed by the terms of the applicable equity award agreement and Executive shall not additionally be eligible for the cash severance benefits hereunder.