Common use of Payments Upon Termination Without Cause or Resignation for Good Reason Clause in Contracts

Payments Upon Termination Without Cause or Resignation for Good Reason. (a) In the event the Executive’s employment is terminated prior to the third anniversary of the Effective Date (i) by the Company without “Cause,” or (ii) by the Executive for “Good Reason,” then the following provisions shall apply: (i) The Company shall continue to pay the Executive the Base Salary to which the Executive would have been entitled pursuant to Section 3.1 hereof (at the Base Salary rate during the year of termination) had the Executive remained in the employ of the Company, until the later of the first anniversary of the date of termination or the third anniversary of the Effective Date (the “Termination Payment Period”), with all such amounts payable in accordance with the Company’s payroll system in the same manner and at the same time as though the Executive remained employed by the Company. (ii) The Company shall pay to the Executive the bonus pursuant to Section 3.2(a) hereof that the Executive would have been entitled to had he worked the full year during which the termination occurred. The bonus shall be payable in full within forty-five days following the determination of the amount thereof and in accordance with the Company’s normal payroll practices and procedures. (iii) Unless prohibited by law or, with respect to any insured benefit, the terms of the applicable insurance contract, the Executive shall continue to participate in, and be covered under, the Company’s group life, disability, sickness, accident and health insurance programs on the same basis as other executives of the Company through the first to occur of (x) the first anniversary of the Executive’s termination, or (y) the end of the Termination Payment Period. In addition, the Company shall continue to provide the Executive with the insurance described in Section 3.4(b) of this Agreement during such period. (b) In the event the Executive’s employment is terminated following the third anniversary of the Effective Date (i) by the Company without “Cause,” or (ii) by the Executive for “Good Reason,” then the following provisions shall apply: (i) The Company shall continue to pay the Executive the Base Salary to which the Executive would have been entitled pursuant to Section 3.1 hereof (at the Base Salary rate during the year of termination) had the Executive remained in the employ of the Company, until the later of the first anniversary of the date of termination or the expiration of the Employment Period without giving effect to any further extensions pursuant to Section 2.2 hereof, with all such amounts payable in accordance with the Company’s payroll system in the same manner and at the same time as though the Executive remained employed by the Company. (ii) The Company shall pay to the Executive the bonus pursuant to Section 3.2(a) hereof that the Executive would have been entitled to had he worked the full year during which the termination occurred. The bonus shall be payable in full within forty-five days following the determination of the amount thereof and in accordance with the Company’s normal payroll practices and procedures. (iii) Unless prohibited by law or, with respect to any insured benefit, the terms of the applicable insurance contract, the Executive shall continue to participate in, and be covered under, the Company’s group life, disability, sickness, accident and health insurance programs on the same basis as other executives of the Company through the the first anniversary of the Executive’s termination. In addition, the Company shall continue to provide Executive with the insurance described in Section 3.4(b) of this Agreement during such period. (c) In the event Executive’s employment ends under either Section 5.7(a) or (b) but not as a result of Section 5.5(b)(vi), the Option shall automatically vest and be exercisable as to the greater of the then vested shares or 1,150,000 shares, effective as of the day immediately preceding the Executive’s termination date, and, the Option shall remain outstanding and exercisable for the longer of two (2) years from the date of termination (six (6) months in the event such termination of employment occurs at any time following an IPO) or the duration provided in the Plan and/or the applicable option agreement, but in no event shall such Option be exercisable following the expiration date. In the event Executive’s employment ends under Section 5.5(b)(vi), the Option shall vest and be exercisable in accordance with Section 3.5. (d) The Executive agrees to release the Company and its respective Affiliates, officers, directors, stockholders, employees, agents, representatives, and successors from and against any and all claims that the Executive may have against any such person relating to the Executive’s employment by the Company and the termination thereof, such release to be in form and substance reasonably satisfactory to the Company; provided, however, that (i) in lieu of accepting any payments or other benefits under Section 5.7, the Executive may decline to sign the release and preserve any rights to ▇▇▇, and (ii) the release does not cover any claims the Executive may have to or about equity interests or with respect to his equity ownership in Holdings and/or the Company that were not granted or purchased in connection with his employment hereunder. The parties intend for the release to cover any claims the Executive may have to or about equity interests or with respect to his equity ownership in Holdings or the Company that the Executive was granted pursuant to Section 3.5 or any employee benefit plan or arrangement of Holdings or the Company.

Appears in 1 contract

Sources: Employment Agreement (Educate Inc)

Payments Upon Termination Without Cause or Resignation for Good Reason. (a) In the event the ExecutiveIf Employee’s employment with the Company is terminated prior to the third anniversary of the Effective Date (i) by the Company without for any reason other than for “Cause,(as defined below), including without limitation termination of Employee’s employment in connection with a Change in Control (as defined in Appendix A hereof), or (ii) by the Executive Employee as a result of his resignation for “Good Reason,then (as defined below) such that Employee’s Termination Date occurs within twenty-four (24) months after the occurrence of the condition which is the basis for the termination of the Employee without Cause, the Good Reason resignation by Employee or the termination of Employee’s employment in connection with a Change in Control, then, in addition to the Company paying Employee his base salary through the Termination Date, Employee shall in such case receive from Company the following provisions shall apply:severance pay and benefits. (i1) The Company shall continue will pay Employee severance pay in an aggregate amount equal to pay fifty two weeks of Employee’s weekly base salary amount immediately prior to the Executive the Base Salary to which the Executive would have been entitled pursuant to Section 3.1 hereof (at the Base Salary rate during the Termination Date, payable over one year of termination) had the Executive remained in the employ of the Company, until the later of the first anniversary of the date of termination or the third anniversary of the Effective Date (the “Termination Payment Period”), with all such amounts payable equal installments in accordance with the Company’s regular payroll system practices, with the first payment beginning no earlier than the expiration of all applicable rescission periods provided by law and no later than forty-five (45) calendar days following the Termination Date; provided that if the 45 day period begins in one taxable year and ends in a second taxable year, the Company will begin payment in the second taxable year. (2) The Company will pay Employee a pro rata portion (based on the portion of the fiscal year Employee provided services to the Company) of any annual performance bonus pursuant to Section 3(e) that would have been payable to Employee if he had remained employed by the Company for the fiscal year in which the Termination Date occurs, based on actual Company performance for such fiscal year. Such payment shall be made in the same manner and at the same time as though the Executive remained employed by that annual incentive bonus payments are made to current executive officers of the Company. (ii) The Company shall pay to , but no earlier than the Executive the bonus pursuant to Section 3.2(a) hereof that the Executive would have been entitled to had he worked the full year during which the termination occurred. The bonus shall be payable in full within forty-five days following the determination expiration of the amount thereof and in accordance with the Company’s normal payroll practices and procedures. (iii) Unless prohibited all applicable rescission periods provided by law or, with respect to any insured benefit, and no later than the terms of the applicable insurance contract, the Executive shall continue to participate in, and be covered under, the Company’s group life, disability, sickness, accident and health insurance programs on the same basis as other executives of the Company through the first to occur of (x) the first anniversary of the Executive’s termination, or (y) date 2-1/2 months following the end of the fiscal year. (3) Provided Employee is eligible for and takes all steps necessary to continue his and his family’s then-applicable health, dental, disability and life insurance coverage with the Company following the Termination Payment Period. In additionDate, the Company shall will continue to provide such coverage under the Executive with same terms and conditions as then made available to other Company employees and their families (the insurance described in Section 3.4(bemployer- and employee-portions being the same as for then-current Company employees) of this Agreement during such period. (b) In the event the Executive’s employment is terminated for up to one year following the third anniversary of the Effective Date (i) by the Company without “Cause,” or (ii) by the Executive for “Good Reason,” then the following provisions shall apply: (i) Termination Date. The Company shall continue to pay the Executive the Base Salary to which the Executive would have been entitled pursuant to Section 3.1 hereof (at the Base Salary rate during the year of termination) had the Executive remained in the employ of the Company, until the later of the first anniversary of the date of termination or the expiration of the Employment Period without giving effect to any further extensions pursuant to Section 2.2 hereof, with all such amounts payable in accordance with the Company’s payroll system in the same manner and at the same time as though the Executive remained employed by the Company. (ii) The Company shall pay to the Executive the bonus pursuant to Section 3.2(a) hereof that the Executive would have been be entitled to had he worked the full year during which the termination occurred. The bonus shall be payable in full within forty-five days following the determination of the amount thereof and in accordance with the Company’s normal payroll practices and procedures. (iii) Unless prohibited by law orcease providing any health, with respect to any insured benefit, the terms of the applicable insurance contract, the Executive shall continue to participate in, and be covered under, the Company’s group lifedental, disability, sicknessor life insurance benefits prior to one year after the Termination Date if Employee becomes eligible for group health, accident dental, disability or life insurance coverage (as applicable) from any other employer. Once Employee has become eligible for comparable group health, dental, disability or life insurance coverage from any other such employer, Employee shall promptly and health insurance programs on the same basis as other executives of fully disclose this fact to the Company through the the first anniversary of the Executive’s termination. In addition, the Company in writing and shall continue be liable to provide Executive with the insurance described in Section 3.4(b) of this Agreement during such period. (c) In the event Executive’s employment ends under either Section 5.7(a) or (b) but not as a result of Section 5.5(b)(vi), the Option shall automatically vest and be exercisable as repay any amounts to the greater of the then vested shares or 1,150,000 shares, effective as of the day immediately preceding the Executive’s termination date, and, the Option shall remain outstanding and exercisable for the longer of two (2) years from the date of termination (six (6) months in the event such termination of employment occurs at any time following an IPO) or the duration provided in the Plan and/or the applicable option agreement, but in no event shall such Option be exercisable following the expiration date. In the event Executive’s employment ends under Section 5.5(b)(vi), the Option shall vest and be exercisable in accordance with Section 3.5. (d) The Executive agrees to release the Company and its respective Affiliates, officers, directors, stockholders, employees, agents, representatives, and successors from and against any and all claims that the Executive may have against any such person relating to the Executive’s employment by the Company and the termination thereof, such release to be in form and substance reasonably satisfactory to the Company; provided, however, that (i) in lieu of accepting any payments or other benefits under Section 5.7, the Executive may decline to sign the release and preserve any rights to ▇▇▇, and (ii) the release does not cover any claims the Executive may have to or about equity interests or with respect to his equity ownership in Holdings and/or the Company that were not granted should have been so mitigated or purchased in connection with his employment hereunder. The parties intend reduced but for the release Employee’s failure or unwillingness to cover any claims the Executive may have to or about equity interests or with respect to his equity ownership in Holdings or the Company that the Executive was granted pursuant to Section 3.5 or any employee benefit plan or arrangement of Holdings or the Companymake such disclosure.

Appears in 1 contract

Sources: Employment Agreement (Advanced BioEnergy, LLC)