Rights on Termination. (a) If during the Service Term Executive’s employment is terminated under Section 5 above (x) by the Company without Cause or (y) by Executive with Good Reason, then: (i) The Company shall pay to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”): (1) the Accrued Obligation; (2) Executive’s Annual Base Salary through the effective date of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service, to the extent not theretofore paid; (3) a lump sum in cash equal to the product of (x) 1/12 of the amount of the Annual Base Salary in effect immediately prior to the Termination Date and (y) 12; and (4) a lump sum in cash equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose. (ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date. (iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service. (iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits. (v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto. (vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him. (vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service. (b) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), or if Executive resigns without Good Reason, the Company’s obligations to pay any compensation or benefits under this Agreement will cease effective as of the Termination Date and the Company shall pay to Executive the Accrued Obligation within thirty (30) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee or on the date that is six months following his Separation From Service if he is a Specified Employee. Following such payments, the Company shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the Company. (c) Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments or other rights under either Sections 6(a) or (b) above shall cease if Executive is in violation of the provisions of Sections 8 or 9 below. (d) If the Executive retires at age 65 or older the Company shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the Company.
Appears in 4 contracts
Sources: Executive Employment Agreement (Rosetta Stone Inc), Executive Employment Agreement (Rosetta Stone Inc), Executive Employment Agreement (Rosetta Stone Inc)
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by the Company without Cause (including by operation of the last paragraph of Section 1(c)(i)(D) above) at any time on or (y) before September 30, 2024, or by Executive with Good ReasonReason at any time on or before December 31, then:
(i) The 2024, Company shall will pay Executive a lump sum amount equal to Executive, at the times specified in Section 6(a)(vii) below, base salary that would have been paid during the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through period commencing on the effective date of the termination of Executive’s employment and ending on March 31, 2025 (the “Termination DatePenalty Period”), provided however, that in the event of termination by Executive with Good Reason at any time on or before December 31, 2024, the penalty amount payable shall be not less than nine (9) for periods following his Separation From Servicemonths base salary. This Section 1(c)(iii)(A) shall not apply unless Executive and Company shall have executed a contingent mutual release in a form reasonably required to release the parties. In addition, Company will pay to the extent not theretofore paid;
(3) Executive in a lump sum any accrued but unused vacation time and all outstanding expenses and unpaid amounts accrued for any reason hereunder. All Options shall immediately vest in cash equal to full on the product date of Termination in accordance with this Section 1(c)(iii)(A).
(xB) 1/12 In the event that termination is by Company without Cause (including by operation of the amount last paragraph of Section 1(c)(i)(D) above) at any time on or after October 1, 2024 or by Executive with Good Reason at any time on or after January 1, 2025, Company will continue, for a period of six (6) months commencing on the effective date of the termination (the “Severance Period”), to pay Executive a monthly or bi-weekly portion of the Annual Base Salary on regular salary payment dates. During the Severance Period, Company will also pay for Executive’s existing Company insurance coverage. The payments of Annual Base Salary and insurance premiums in effect immediately prior accordance with this Section 1(c)(iii)(B) are collectively referred to the Termination Date as “Severance Payments.” This Section 1(c)(iii)(B) shall not apply unless Company and (y) 12; and
(4) Executive have executed a contingent mutual release in a form mutually and reasonably acceptable to both Company and Executive. In addition, Company will pay to Executive in a lump sum in cash equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date any accrued but unused vacation time and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due all outstanding expenses and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except unpaid amounts accrued for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year reason hereunder. All Options shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, immediately vest in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing full on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate Termination in effect on the date of Executive’s Separation From Serviceaccordance with this Section 1(c)(iii)(B).
(bC) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), or if Executive resigns without Good Reason, the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) and all vesting under all stock options held by Executive will cease effective as of the Termination Date and date of termination. Executive’s right to receive any other health or other benefits, if any, will be determined under the Company provisions of applicable plans, programs or other coverages.
(D) If Executive’s employment terminates because of Executive’s death or permanent disability, then Executive or his estate shall pay be entitled to any disability income or life insurance payments from any insurance policies (other than any key man life insurance policy) paid for by Company. In addition, if such death or disability occurs while Executive is employed hereunder, for a period of six (6) months commencing on the Accrued Obligation within thirty (30) days following date of such death or such disability is established, Executive or his estate shall be entitled to payment of his monthly or bi-weekly portion of the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee or on the date that is six months following his Separation From Service if he is a Specified Employeeregular salary payment dates. Following such payments, the Company shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the Company.
(c) Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments severance pay or other rights under either Sections 6(asubparagraphs (B) or (bC) above (the “Severance Pay”) shall cease if Executive is found by a court of law to be in material violation of the provisions of Sections 8 2 or 9 below.
(d) If the 3 hereof. Until such time as Executive retires at age 65 has received all of his Penalty Payment or older the Company shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts Severance Payments, he will be payable entitled to continue to receive any health, life, accident and disability insurance benefits provided by the CompanyCompany to Executive under this Agreement.
Appears in 3 contracts
Sources: Employment Agreement (NEXT-ChemX Corporation.), Employment Agreement (NEXT-ChemX Corporation.), Employment Agreement (NEXT-ChemX Corporation.)
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by the Company without Cause (including by operation of the last paragraph of Section 1(d)(i)(D) above) or (y) by Executive with Good Reason, then:
the Company will continue, for a period of eighteen (i18) The Company shall pay to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through months commencing on the effective date of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From ServiceSeverance Period), to the extent not theretofore paid;
(3) pay Executive a lump sum in cash equal to the product of (x) 1/12 of the amount monthly or bi-weekly portion of the Annual Base Salary on regular salary payment dates. During the Severance Period, the Company will also pay for Executives existing Company insurance coverage. The payments of Annual Base Salary and insurance premiums in effect immediately prior accordance with this Section 1(d)(iii)(A) are collectively referred to as Severance Payments. This Section 1(d)(iii)(A) shall not apply unless the Termination Date Company and Executive have executed a contingent mutual release in a form mutually acceptable to both the Company and Executive and is subject to paragraph (ye) 12; and
(4) below. In addition, the Company will pay to Executive in a lump sum in cash equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purposeany accrued but unused vacation time.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.
(bB) If the Company terminates Executive’s Executives employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), or if Executive resigns without Good ReasonReason (including by operation of the last paragraph of Section 1(d)(i)(E)), the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) and all vesting under all stock and stock options held by Executive will cease effective as of the Termination Date and date of termination. Executives right to receive any other health or other benefits, if any, will be determined under the Company provisions of applicable plans, programs or other coverages.
(C) If Executives employment terminates because of Executives death or permanent disability, then Executive or his estate shall pay be entitled to any disability income or life insurance payments from any insurance policies (other than any key man life insurance policy) paid for by the Company. In addition, if such death or disability occurs while Executive is employed hereunder, for a period of six (6) months commencing on the Accrued Obligation within thirty (30) days following date of such death or such disability is established, Executive or his estate shall be entitled to payment of his monthly or bi-weekly portion of the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee or on the date that is six months following his Separation From Service if he is a Specified Employeeregular salary payment dates. Following such payments, the Company shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the Company.
(c) Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments severance pay or other rights under either Sections 6(asubparagraphs (A) or (bB) above (the Severance Pay) shall cease if Executive is found by a court of law to be in material violation of the provisions of Sections 8 2 or 9 below.
(d) If the 3 hereof. Until such time as Executive retires at age 65 or older has received all of his Severance Payments, he will be entitled to continue to receive any health, life, accident and disability insurance benefits provided by the Company shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable to Executive under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the Companythis Agreement.
Appears in 3 contracts
Sources: Senior Executive Agreement (Native American Energy Group, Inc.), Senior Executive Agreement (Native American Energy Group, Inc.), Senior Executive Agreement (Native American Energy Group, Inc.)
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by the Company without Cause or (y) including by operation of the last paragraph of Section 1(c)(i)(D)), the Company will continue to pay Executive a monthly portion of the Annual Base Salary plus a monthly portion of the Executive's bonus for the prior year for a period equal to 12-months commencing on the date of termination on regular salary payment dates. In the event that termination is by Executive with Good Reason, then:
(i) The the Company shall will continue to pay to Executive, at Executive the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service, to the extent not theretofore paid;
(3) a lump sum in cash equal to the product of (x) 1/12 of the amount monthly portion of the Annual Base Salary in effect immediately plus the monthly portion of the Executive's bonus for the prior year for a period equal to six months commencing on the date of termination on regular salary payment dates. The payments to Executive pursuant to the Termination Date and (y) 12; and
(4) a lump sum in cash equal foregoing two sentences are referred to as the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may"Severance Payments." In either event, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange continue to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (with healthcare coverage for at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six least 12 months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Servicetermination.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.
(bB) If the Company terminates Executive’s 's employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), retires or if Executive resigns without Good ReasonReason (including by operation of the last paragraph of Section 1(c)(i)(E)), the Company’s 's obligations to pay any compensation or benefits under this Agreement will cease effective as of the Termination Date and date of termination. Executive's right to receive any other health or other benefits will be determined under the Company shall pay to Executive the Accrued Obligation within thirty provisions of applicable plans, programs or other coverages.
(30C) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee If Executive's employment terminates because of Executive's death or on the date that is six months following his Separation From Service if he is a Specified Employee. Following such paymentsdisability, the Company shall have no further obligations will pay Executive or his estate an amount, if any, equal to his bonus for the current year prorated to reflect the number of days Executive has worked during the year in which he dies or becomes disabled (such amount to be paid after the end of such year when bonuses are normally paid to other than as may be required by law or the terms of an employee benefit plan senior executives of the Company.
(c) ). Notwithstanding the foregoing, the Company’s 's obligation to Executive for Severance Payments severance pay or other rights under either Sections 6(asubparagraphs (A) or (bB) above (the "Severance Pay") shall cease if Executive is in violation of the provisions of Sections 8 2 or 9 below.
(d) If the 3 hereof. Until such time as Executive retires at age 65 or older has received all of his Severance Payments, he will be entitled to continue to receive any health, life, accident and disability insurance benefits provided by the Company to Executive under this Agreement. If Executive dies or is permanently disabled, then Executive or his estate shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of be entitled to any Annual Bonus that may have been earned disability income or life insurance payments from any insurance policies paid for by the Executive through the retirement date. No other amounts will be payable by the CompanyCompany or its Affiliates as specified in such policies.
Appears in 2 contracts
Sources: Senior Executive Agreement (Global Imaging Systems Inc), Senior Executive Agreement (Global Imaging Systems Inc)
Rights on Termination. (a) If during the Service Term Executive’s 's employment is terminated under Section 5 above (x) by the Company without Cause or (y) by Executive with Good Reason, then:
(i) The Company shall pay to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “"Severance Payments”"):
(1) the Accrued Obligation;
(2) Executive’s 's Annual Base Salary through the effective date of the termination of Executive’s 's employment (the “"Termination Date”") for periods following his Separation From Service, to the extent not theretofore paid;
(3) a lump sum in cash equal to the product of (x) 1/12 of the amount of the Annual Base Salary in effect immediately prior to the Termination Date and (y) 12; and
(4) a lump sum in cash equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s 's basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s 's Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s 's taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s 's right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s 's Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s 's group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s 's execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s 's Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s 's Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s 's Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s 's Separation From Service.
(b) If the Company terminates Executive’s 's employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), or if Executive resigns without Good Reason, the Company’s 's obligations to pay any compensation or benefits under this Agreement will cease effective as of the Termination Date and the Company shall pay to Executive the Accrued Obligation within thirty (30) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee or on the date that is six months following his Separation From Service if he is a Specified Employee. Following such payments, the Company shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the Company.
(c) Notwithstanding the foregoing, the Company’s 's obligation to Executive for Severance Payments or other rights under either Sections 6(a) or (b) above shall cease if Executive is in violation of the provisions of Sections 8 or 9 below.
(d) If the Executive retires at age 65 or older the Company shall pay the Executive’s 's Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the Company.
Appears in 2 contracts
Sources: Executive Employment Agreement (Advanced Mineral Technologies, Inc), Executive Employment Agreement (Advanced Mineral Technologies, Inc)
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by the Company without Cause (including by operation of the last paragraph of Section 1(c)(i)(D) above) or (y) by Executive with Good Reason, then:
the Company will continue, for a period of eighteen (i18) The Company shall pay to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through months commencing on the effective date of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From ServiceSeverance Period), to the extent not theretofore paid;
(3) pay Executive a lump sum in cash equal to the product of (x) 1/12 of the amount monthly or bi-weekly portion of the Annual Base Salary on regular salary payment dates. During the Severance Period, the Company will also pay for Executives existing Company insurance coverage. The payments of Annual Base Salary and insurance premiums in effect immediately prior accordance with this Section 1(c)(iii)(A) are collectively referred to as Severance Payments. This Section 1(c)(iii)(A) shall not apply unless the Termination Date Company and Executive have executed a contingent mutual release in a form mutually acceptable to both the Company and Executive and is subject to paragraph (ye) 12; and
(4) below. In addition, the Company will pay to Executive in a lump sum in cash equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purposeany accrued but unused vacation time.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.
(bB) If the Company terminates Executive’s Executives employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), or if Executive resigns without Good ReasonReason (including by operation of the last paragraph of Section 1(c)(i)(E)), the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) and all vesting under all stock and stock options held by Executive will cease effective as of the Termination Date and date of termination. Executives right to receive any other health or other benefits, if any, will be determined under the Company provisions of applicable plans, programs or other coverages.
(C) If Executives employment terminates because of Executives death or permanent disability, then Executive or his estate shall pay be entitled to any disability income or life insurance payments from any insurance policies (other than any key man life insurance policy) paid for by the Company. In addition, if such death or disability occurs while Executive is employed hereunder, for a period of six (6) months commencing on the Accrued Obligation within thirty (30) days following date of such death or such disability is established, Executive or his estate shall be entitled to payment of his monthly or bi-weekly portion of the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee or on the date that is six months following his Separation From Service if he is a Specified Employeeregular salary payment dates. Following such payments, the Company shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the Company.
(c) Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments severance pay or other rights under either Sections 6(asubparagraphs (A) or (bB) above (the Severance Pay) shall cease if Executive is found by a court of law to be in material violation of the provisions of Sections 8 2 or 9 below.
(d) If the 3 hereof. Until such time as Executive retires at age 65 or older has received all of his Severance Payments, he will be entitled to continue to receive any health, life, accident and disability insurance benefits provided by the Company shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable to Executive under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the Companythis Agreement.
Appears in 2 contracts
Sources: Senior Executive Agreement (Native American Energy Group, Inc.), Executive Employment Agreement (Native American Energy Group, Inc.)
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by the Company without Cause or (y) including by operation of the last paragraph of Section 1(c)(i)(D)), the Company will continue to pay Executive a monthly portion of the Annual Base Salary plus a monthly portion of the Executive's bonus for the prior year for a period equal to 24-months commencing on the date of termination on regular salary payment dates. In the event that termination is by Executive with Good Reason, then:
(i) The the Company shall will continue to pay to Executive, at Executive the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service, to the extent not theretofore paid;
(3) a lump sum in cash equal to the product of (x) 1/12 of the amount monthly portion of the Annual Base Salary in effect immediately plus the monthly portion of the Executive's bonus for the prior year for a period equal to twelve months commencing on the date of termination on regular salary payment dates. The payments to Executive pursuant to the Termination Date and (y) 12; and
(4) a lump sum in cash equal foregoing two sentences are referred to as the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may"Severance Payments." In either event, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange continue to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (with healthcare coverage for at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six least 24 months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Servicetermination.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.
(bB) If the Company terminates Executive’s 's employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), retires or if Executive resigns without Good ReasonReason (including by operation of the last paragraph of Section 1(c)(i)(E)), the Company’s 's obligations to pay any compensation or benefits under this Agreement will cease effective as of the Termination Date and date of termination. Executive's right to receive any other health or other benefits will be determined under the Company shall pay to Executive the Accrued Obligation within thirty provisions of applicable plans, programs or other coverages.
(30C) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee If Executive's employment terminates because of Executive's death or on the date that is six months following his Separation From Service if he is a Specified Employee. Following such paymentsdisability, the Company shall have no further obligations will pay Executive or his estate an amount, if any, equal to his bonus for the current year prorated to reflect the number of days Executive has worked during the year in which he dies or becomes disabled (such amount to be paid after the end of such year when bonuses are normally paid to other than as may be required by law or the terms of an employee benefit plan senior executives of the Company.
(c) ). Notwithstanding the foregoing, the Company’s 's obligation to Executive for Severance Payments severance pay or other rights under either Sections 6(asubparagraphs (A) or (bB) above (the "Severance Pay") shall cease if Executive is in violation of the provisions of Sections 8 2 or 9 below.
(d) If the 3 hereof. Until such time as Executive retires at age 65 or older has received all of his Severance Payments, he will be entitled to continue to receive any health, life, accident and disability insurance benefits provided by the Company to Executive under this Agreement. If Executive dies or is permanently disabled, then Executive or his estate shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of be entitled to any Annual Bonus that may have been earned disability income or life insurance payments from any insurance policies paid for by the Executive through the retirement date. No other amounts will be payable by the CompanyCompany or its Affiliates as specified in such policies.
Appears in 2 contracts
Sources: Senior Executive Agreement (Global Imaging Systems Inc), Senior Executive Agreement (Global Imaging Systems Inc)
Rights on Termination. (a) If during the Service Term Executive’s employment is terminated under Section 5 above (x) by the Company without Cause or (y) by Executive with Good Reason, then:
(i) The Company shall pay to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service, to the extent not theretofore paid;
(3) a lump sum in cash equal to the product of (x) 1/12 of the amount of the Annual Base Salary in effect immediately prior to the Termination Date and (y) 12; and
(4) a lump sum in cash equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.
(bA) If the Company terminates Executive’s employment without Cause, then the Company will continue to pay to Executive a monthly portion of the Annual Base Salary in effect at the time of such termination for a period equal to 12-months commencing on the date of termination on regular salary payment dates (the “Severance Payments”). In such event, the Company will continue to provide Executive and his current spouse with healthcare coverage until each reaches the age of 65 following the date of termination.
(B) If the Company terminates Executive’s employment with Cause, if Executive dies or is disabled (as defined in Section 5(c) above)retires, if the Service Term expires without renewal or if Executive resigns without Good Reason(other than within one year following a Change of Control as described under (D) below) and in any event Executive does not elect to begin the Extended Term, the Company’s obligations to pay any compensation or benefits under this Agreement will cease effective as of the Termination date of termination. Executive’s right to receive any other health or other benefits will be determined under the provisions of applicable plans, programs or other coverages. Notwithstanding the foregoing, upon Executive’s retirement, Executive and his current spouse shall be permitted to continue to remain on the Company’s dental and medical healthcare programs until each reaches age 65 provided that Executive pays the appropriate employee contribution to maintain coverage as provided for in the applicable plans.
(C) If Executive’s employment terminates because of Executive’s death or disability, the Company will pay Executive or his estate an amount, if any, equal to his bonus for the current year prorated to reflect the number of days Executive has worked during the year in which he dies or becomes disabled (such amount to be paid after the end of such year when bonuses are normally paid to other senior executives of the Company).
(D) In the event that Executive is terminated by the Company without cause or if Executive resigns from employment with the Company, in either event within one year following the Effective Date and of a Change of Control, the Company shall pay to Executive a change of control payment (the Accrued Obligation within thirty (30“Change of Control Payment”) days following the Termination Date. The Company shall pay to Executive his consisting of Executive’s Annual Base Salary in effect at the time of such termination for periods a period of twenty-four (24) months, in accordance with the Company’s normal payroll practices and less all applicable withholding taxes. In addition, the Company will continue to provide Executive and his current spouse with healthcare coverage until each reaches the age of 65 following his Separation From Service, the date of the Change of Control (the Company shall continue to pay the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee or Company’s normal portion of the costs of Executive’s health and dental insurance premiums in an amount consistent with that paid on the date of termination, provided that is six months following his Separation From Service if he is Executive chooses to participate in COBRA or a Specified Employeesimilar health insurance continuation program and provides the Company with proof of such participation). Following such paymentsThe Change of Control Payment and benefits described in this Section 1(c)(ii)(D) are expressly contingent on Executive’s execution of a standard severance and release agreement containing a release of any and all claims by him against the Company. Only in the event that Executive signs and executes a severance and release agreement will Executive receive any Change of Control Payment or benefits described in this Section 1(c)(ii)(D). In addition, the Company shall have no further obligations retains the right to Executive terminate the initiation or continuation of the Change of Control Payment and other than benefits described in this Section 1(c)(ii)(D) (as may be required by well as to pursue any other remedies available at law or the terms of an employee benefit plan of the Company.
(cin equity) if it discovers that Executive materially breaches his obligations under Section 2. Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments severance pay or other rights under either Sections 6(asubparagraphs (A), (B) or (bD) above shall cease if Executive is in violation of the provisions of Sections 8 Section 2 hereof.. If Executive dies or 9 below.
(d) If the is permanently disabled, then Executive retires at age 65 or older his estate shall be entitled to any disability income or life insurance payments from any insurance policies paid for by the Company shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the Companyor its Affiliates as specified in such policies.
Appears in 2 contracts
Sources: Senior Executive Agreement, Senior Executive Agreement (Global Imaging Systems Inc)
Rights on Termination. (a) If during the Service Term Executive’s employment is terminated under Section 5 above (x) by the Company without Cause or (y) by Executive with Good Reason, then:
(i) The Company shall pay to Executive, at the times specified in Section 6(a)(vii6(a)(vi) below, the following amounts (the “Severance Payments”):amounts:
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service, to the extent not theretofore paid;
(3) a lump sum payment in cash equal to the product of (x) 1/12 one-twelfth (1/12th) of the amount of the Annual Base Salary in effect immediately prior to the Termination Date and (y) twelve (12); and
(43) a lump sum payment in cash equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) twelve (12). To the extent then available under the life insurance program, Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose. The amounts described in Section 6(a)(i)(2) and (3) above shall be referred to herein as the “Severance Payments.”
(ii) The Company will pay, when due and payable under the Annual Bonus plan, pay Executive the pro rata portion, if any, of Executive’s 's Annual Bonus earned up until such Termination DateDate in accordance with the terms of the then-current Company bonus policy.
(iii) Subject to clause The Company shall provide professional outplacement and counseling services through an outplacement firm chosen by the Company for six (iv), for 12 6) months following from the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to assist Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except his search for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Serviceemployment.
(iv) Subject to Upon Executive’s group termination, Executive and his spouse and eligible dependents, as applicable, may elect health plan care coverage continuation rights under for up to eighteen (18) months from his last day of work at the Company pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedamended (“COBRA”). Subject to Section 6(a)(v) below, the benefits listed Company will pay for up to twelve (12) months, on an after-tax basis, the portion of Executive’s COBRA premiums for such coverage that exceeds the amount that Executive would have incurred in clause (iii) of this Section 6(a) premiums for such coverage under the Company’s health plan if then employed by the Company; provided, however, the Company’s obligation shall be reduced only apply to the extent benefits of the same type are received by or made available to Executive COBRA coverage is elected and in effect during such period. Following the twelve (12) months of coverage, and providedExecutive will be responsible for the full amount of all future premium payments should he wish to continue COBRA coverage. However, furtherif Executive or his spouse becomes eligible for group health coverage sponsored by another employer (regardless of whether such coverage is actually elected) or for any other reason his COBRA coverage terminates, that the Company shall not be obligated to pay any portion of the premiums provided hereunder for periods after he becomes eligible for such other coverage or his COBRA coverage terminates. Executive shall have the obligation to notify the Company that if he is entitled to or receiving such benefitshis spouse becomes eligible for group health coverage sponsored by another employer.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued ObligationsObligation) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A heretohereto and such release becoming irrevocable within sixty (60) days following his termination of employment.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section Sections 6(a)(i)(1), (2) and (3) within thirty sixty (3060) days after the Termination Date, except that the Accrued Obligation will be paid earlier if required by law; provided, however, that in no event shall the timing of Executive’s execution of the release, directly or indirectly, result in him designating the calendar year of payment, and if a payment that is subject to execution of the release could be made in more than one taxable year, such payment shall be made in the later taxable year. The Company Notwithstanding the forgoing, if the Executive is deemed on the Termination Date to be a Specified Employee, then with regard to any Severance Payment or other payment or benefit under this Agreement that is “deferred compensation” within the meaning of Section 409A and which is paid as a result of the Executive’s Separation from Service, such payment or benefit shall pay to Executive be made or provided at the amounts specified in Sections 6(a)(i)(2)date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such Separation from Service of the Executive, (3) and (4B) on the date that is of the Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to the preceding sentence (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum with interest at the six months following (6)-month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to To the extent subject to a mandatory six-month delay in paymentpayment under Section 409A, the Company shall pay the amounts specified in Section 6(a)(iii), 6(a)(iv) for the first six (6) month period commencing on the date of Executive’s Separation From Service on the date that is six (6) months following the date of Executive’s Separation Form Service and shall also pay Executive the amount of interest that would be earned on this amount until the date of payment of such amounts, calculated using an interest rate equal to the six (6) month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.
(b) If the Company terminates Executive’s 's employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above)Disabled, or if Executive resigns without Good Reason, the Company’s 's obligations to pay any compensation or benefits under this Agreement will cease effective as of the Termination Date and the Company shall pay to Executive the Accrued Obligation within thirty sixty (3060) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service Date or earlier if he is not a Specified Employee or on the date that is six months following his Separation From Service if he is a Specified Employeerequired by law. Following such payments, the Company shall have no further obligations to Executive Executive, other than as may be required by law or the terms of an employee benefit plan of the Company.
(c) Notwithstanding the foregoing, the Company’s 's obligation to Executive for Severance Payments or other rights under either Sections Section 6(a) or (b) above shall cease if Executive is in violation of the provisions of Sections Section 8 or 9 below.
(d) If the Executive retires at age 65 sixty-five (65) or older older, the Company shall pay the Executive’s Annual Base Salary through : (i) the retirement date Accrued Obligation within sixty (60) days after the Termination Date or earlier if required by law, and shall also pay when due and payable under the Annual Bonus plan (ii) the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement datedate in accordance with the terms of the then-current Company bonus policy. No other amounts will be payable by the Company, other than as may be required by law or the terms of an employee benefit plan of the Company.
Appears in 2 contracts
Sources: Executive Employment Agreement (Rosetta Stone Inc), Executive Employment Agreement (Rosetta Stone Inc)
Rights on Termination. (a) If during the Service Term Executive’s employment is terminated under Section 5 above (x) by the Company without Cause or (y) by Executive with Good Reason, then:
(i) The Company shall pay to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date of the termination of Executive’s employment (the “Termination Date”) for periods following his her Separation From Service, to the extent not theretofore paid;
(3) a lump sum in cash equal to the product of (x) 1/12 of the amount of the Annual Base Salary in effect immediately prior to the Termination Date and (y) 12; and
(4) a lump sum in cash equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his her option, convert his her basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject Upon your termination, you and your eligible dependents may elect health care coverage for up to clause (iv), for 12 18 months following the Termination Date from your last day of work at the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedamended (COBRA). The Company will pay for up to twelve (12) months, on an after-tax basis, the benefits listed portion of your COBRA premiums for such coverage that exceeds the amount that you would have incurred in clause premiums for coverage under the Company’s health plan if then employed by the Company. Following the twelve (iii12) months of this Section 6(a) coverage, you will be responsible for all future premium payments to PayFlex should you wish to continue your COBRA coverage. However, if you or your spouse becomes eligible for group health coverage sponsored by another employer or for any other reason your COBRA coverage terminates, the Company shall not be reduced obligated to the extent benefits pay any portion of the same type are received by premiums provided hereunder for periods after you become eligible for such other coverage or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefitsyour COBRA coverage terminates.
(viv) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(viv) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to himher.
(viivi) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Service unless an exemption is otherwise permitted under Section 409A. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.
(b) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), or if Executive resigns without Good Reason, the Company’s obligations to pay any compensation or benefits under this Agreement will cease effective as of the Termination Date and the Company shall pay to Executive the Accrued Obligation within thirty (30) days following the Termination Date. The Company shall pay to Executive his her Annual Base Salary for periods following his her Separation From Service, to the extent not theretofore paid, within thirty (30) days following his her Separation From Service if he she is not a Specified Employee or on the date that is six months following his her Separation From Service if he she is a Specified Employee. Following such payments, the Company shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the Company.
(c) Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments or other rights under either Sections 6(a) or (b) above shall cease if Executive is in violation of the provisions of Sections 8 or 9 below.
(d) If the Executive retires at age 65 or older the Company shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the Company.
Appears in 1 contract
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by the Company without Cause (including by operation of the last paragraph of Section 1(c)(i)(D) above) or (y) by Executive with Good Reason, then:
(i) The the Company shall will continue to pay Executive a monthly amount equal to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date 150%1 of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service, to the extent not theretofore paid;
(3) a lump sum in cash equal to the product of (x) 1/12 of the amount monthly portion of the Annual Base Salary in effect immediately prior to the Termination Date and (y) 12; and
(4) for a lump sum in cash period equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 24-months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until termination on regular salary payment dates. The payments to Executive pursuant to the foregoing sentence are referred to as the “Severance Payments.” In either event, (i) the 1 100% of Annual Base Salary plus 50% bonus. - 4 - Company will continue to provide Executive with healthcare coverage during any period during which Executive is receiving Severance Payments following the date of payment termination; (ii) all stock options granted to Executive shall become 100% fully vested and shall remain exercisable for a period of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on one year after the date of Executive’s Separation From Servicetermination; and (iii) the Company will pay to Executive in a lump sum any accrued but unused vacation time.
(bB) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), retires before the third anniversary of the date hereof or if Executive resigns without Good ReasonReason (including by operation of the last paragraph of Section 1(c)(i)(E)), the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) and all vesting on the stock options held by the Executive will cease effective as of the Termination Date and date of termination. Executive’s right to receive any other health or other benefits, if any, will be determined under the Company provisions of applicable plans, programs or other coverages.
(C) If Executive retires after the third anniversary of the date hereof but prior to the fifth anniversary of the date hereof, the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall pay be paid to Executive in a lump sum payment) will cease effective as of the Accrued Obligation within thirty date of termination. Notwithstanding the foregoing, all stock options held by Executive shall become 100% vested and shall remain exercisable for a period of one year after the date of termination. Executive’s right to receive any other health or other benefits, if any, will be determined under the provisions of applicable plans, programs or other coverages.
(30D) days following If Executive retires after the Termination Date. The Company fifth anniversary of the date hereof, the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall pay be paid to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30in a lump sum payment) days following his Separation From Service if he is not a Specified Employee or on will cease effective as of the date that is six months following his Separation From Service of termination. Notwithstanding the foregoing, all stock options held by Executive shall become 100% vested and shall remain exercisable for a period of one year after the date of termination. Executive’s right to receive any other health or other benefits, if he is a Specified Employee. Following such paymentsany, will be determined under the provisions of applicable plans, programs or other coverages.
(E) If Executive’s employment terminates because of Executive’s death or permanent disability, the Company shall have no further obligations will pay Executive or his estate an amount, if any, equal to the sum of (i) his accrued but unused vacation time and (ii) his bonus for the current year prorated to reflect the number of days Executive has worked during the year in which he dies or becomes permanently disabled (such amount to be paid after the end of such year when bonuses are normally paid to other than as may be required by law or the terms of an employee benefit plan senior executives of the Company.
(c) ). Notwithstanding the foregoing, all stock options held by Executive shall become 100% vested and shall remain exercisable for a period of one year after the date of death or permanent disability. Executive’s or his estate’s right to receive any other health or other - 5 - benefits, if any, will be determined under the provisions of applicable plans, programs or other coverages. Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments severance pay or other rights under either Sections 6(asubparagraphs (A) or (bB) above (the “Severance Pay”) shall cease if Executive is in violation of the provisions of Sections 8 2 or 9 below.
(d) If the 3 hereof. Until such time as Executive retires at age 65 or older has received all of his Severance Payments, he will be entitled to continue to receive any health, life, accident and disability insurance benefits provided by the Company to Executive under this Agreement. If Executive dies or is permanently disabled, then Executive or his estate shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of be entitled to any Annual Bonus that may have been earned disability income or life insurance payments from any insurance policies paid for by the Executive through the retirement date. No other amounts will be payable by the CompanyCompany or its Affiliates as specified in such policies.
Appears in 1 contract
Sources: Senior Executive Agreement (Global Imaging Systems Inc)
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by the Company without Cause (including by operation of the last paragraph of Section 1(c)(i)(D) above) or (y) by Executive with Good ReasonReason and Executive experiences a Separation from Service as a result of such termination, thensubject to Section 1(g) below:
(i1) The Company shall will pay Executive (i) an amount equal to Executive150% of the Annual Base Salary, at payable over a period of eighteen (18) months commencing on the times specified in Section 6(a)(vii) below, the following amounts Date of Termination (the “Severance PaymentsPeriod”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date in substantially equal installments in accordance with Company payroll procedures applicable to senior executives of the termination Company, as in effect from time to time (but no less often than monthly), provided, that payment of Executivethe amounts described in this Section shall not commence until the Company’s employment first payroll date occurring on or after the 30th day following the Date of Termination (the “Termination First Payroll Date”) for periods following his Separation From Service, and any amounts that would otherwise have been paid prior to the extent not theretofore paid;
First Payroll Date shall instead be paid on the First Payroll Date, and (3ii) a lump sum in cash amount, payable on the First Payroll Date, equal to the product of (x) 1/12 of aggregate premiums that the amount of the Annual Base Salary Company would have paid for basic life insurance, accidental death and dismemberment insurance and long- and short-term disability insurance, each as in effect immediately prior to on the Termination Date and of Termination, had Executive remained employed by the Company during the Severance Period (y) 12; and
(4) a lump sum in cash equal to together, “Insurance Benefits”). In addition, during the product of (x) the monthly basic life insurance premium applicable Severance Period, subject to Executive’s basic life insurance proper election to continue healthcare coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedamended (“COBRA”), the Company will pay Executive’s COBRA premiums in respect of COBRA benefits listed to be provided through third-party insurance maintained by the Company under the Company’s benefit plans in clause a manner that causes such COBRA benefits to be exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), provided, that (iiix) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A of the Code under Treasury Regulation Section 1.409A-1(a)(5), (y) such amounts would be considered discriminatory under Section 105(h) of this the Code, or (z) the Company is otherwise unable to continue to cover Executive under its group health plans (including without limitation, due to Section 6(a2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company payment shall thereafter be paid to Executive in cash or by check in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof); and
(2) All LTIP Awards shall be reduced treated as provided in Section 1(b)(iii)(E)(1) above and all Prior Awards shall be treated as provided in Section 1(b)(iii)(E) above. For purposes of paragraph (e) below, payments of Annual Base Salary, amounts in lieu of Insurance Benefits, COBRA premiums and any vesting of LTIP Awards and Prior Awards following the Date of Termination, in each case, as described in this Agreement, are collectively referred to as “Severance Payments.” In addition, the extent benefits of the same type are received by or made available Company will pay to Executive during such period, in a lump-sum the value of any accrued but unused vacation time. No Severance Payments or benefits shall be paid or provided unless Executive has executed and provided, further, that Executive shall have the obligation not revoked a release in a form mutually acceptable to notify both the Company and Executive that he is entitled subject to or receiving such benefits.
paragraph (ve) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon below. In addition, the Company agrees that concurrently with Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Furthersuch release, the Company shall pay to Executive, on the date execute a contingent mutual release in a form that is six months following Executive’s Separation From Service, an additional interest amount equal mutually acceptable to both the amount of interest Company and Executive that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent is subject to paragraph (e) below. Each payment under Section 1(c)(iii)(A) above shall be treated as a mandatory six-month delay in payment, the amounts specified in separate payment for purposes of Code Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.409A.
(bB) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), or if Executive resigns without Good ReasonReason (including by operation of the last paragraph of Section 1(c)(i)(E)), the Company’s obligations to pay any compensation or benefits under this Agreement and all vesting under all equity awards held by Executive will cease effective as of the Termination Date of Termination, provided, that LTIP Awards shall be treated in accordance with Section 1(b)(iii)(E)(2) above, provided, further, that any Prior Awards that remain outstanding as of Executive’s termination of employment shall be governed by the terms and conditions of the applicable award agreement and the Company shall pay Original Agreement. Executive’s right to Executive receive any other health or other benefits, if any, will be determined under the Accrued Obligation within thirty (30) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Serviceprovisions of applicable plans, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee programs or on the date that is six months following his Separation From Service if he is a Specified Employee. Following such payments, the Company shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the Companycoverages.
(cC) If Executive’s employment terminates because of Executive’s death or Disability, then Executive or his estate shall be entitled to any disability income or life insurance payments from any insurance policies (other than any “key man” life insurance policy) maintained by the Company. In addition, in the event of such a termination, for a period of twelve (12) months commencing on the Date of Termination, Executive or his estate shall be entitled to payment of an amount equal to 100% of the Annual Base Salary, payable over twelve (12) months from Executive’s death or Disability in approximately equal installments on regular salary payment dates. LTIP Awards shall be treated in accordance with Section 1(b)(iii)(E)(1) above, and any Prior Awards that remain outstanding as of Executive’s termination of employment shall be governed by the terms and conditions of the applicable award agreement and the Original Agreement. Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments or other rights under either Sections 6(a) or (b) above shall cease if Executive is found by a court of law to be in material violation of the provisions of Sections 8 2 or 9 below3 hereof.
(d) If the Executive retires at age 65 or older the Company shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the Company.
Appears in 1 contract
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by the Company without Cause (including by operation of the last paragraph of Section l(c)(i)(D) above) or (y) by Executive with Good Reason, then:
(i) The the Company shall will continue to pay Executive a monthly amount equal to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date 150%1 of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service, to the extent not theretofore paid;
(3) a lump sum in cash equal to the product of (x) 1/12 of the amount monthly portion of the Annual Base Salary in effect immediately prior to the Termination Date and (y) 12; and
(4) for a lump sum in cash period equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 24-months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until termination on regular salary payment dates. The payments to Executive pursuant to the foregoing sentence are referred to as the “Severance Payments.” In either event, (i) the Company will continue to provide Executive with healthcare coverage during any period during which Executive is receiving Severance Payments following the date of payment termination; (ii) all stock options granted to Executive shall become 100% fully vested and shall remain exercisable for a period of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on one year after the date of Executive’s Separation From Servicetermination and the Restricted Stock Grant will become 100% vested; and (iii) the Company will pay to Executive in a lump sum any accrued but unused vacation time.
(bB) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), retires before the third anniversary of the date hereof or if Executive resigns without Good ReasonReason (including by operation of the last paragraph of Section 1(c)(i)(E)), the Company’s obligations to pay any 1 100% of Annual Base Salary plus 50% bonus. compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) and all vesting on the stock options and the Restricted Stock Grant held by the Executive will cease effective as of the date of termination. Executive’s right to receive any other health or other benefits, if any, will be determined under the provisions of applicable plans, programs or other coverages.
(C) If Executive retires after the third anniversary of the date hereof but prior to the fifth anniversary of the date hereof, the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) will cease effective as of the Termination Date date of termination. Notwithstanding the foregoing, all stock options held by Executive shall become 100% vested and shall remain exercisable for a period of one year after the date of termination. Executive’s right to receive any other health or other benefits, if any, will be determined under the provisions of applicable plans, programs or other coverages.
(D) If Executive retires after the fifth anniversary of the date hereof, the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) will cease effective as of the date of termination. Notwithstanding the foregoing, all stock options held by Executive shall become 100% vested and shall remain exercisable for a period of one year after the date of termination and the Company shall pay Restricted Stock Grant will become 100% vested. Executive’s right to Executive receive any other health or other benefits, if any, will be determined under the Accrued Obligation within thirty provisions of applicable plans, programs or other coverages.
(30E) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee If Executive’s employment terminates because of Executive’s death or on the date that is six months following his Separation From Service if he is a Specified Employee. Following such paymentspermanent disability, the Company shall have no further obligations will pay Executive or his estate an amount, if any, equal to the sum of (i) his accrued but unused vacation time and (ii) his bonus for the current year prorated to reflect the number of days Executive has worked during the year in which he dies or becomes permanently disabled (such amount to be paid after the end of such year when bonuses are normally paid to other than as may be required by law or the terms of an employee benefit plan senior executives of the Company.
(c) ). Notwithstanding the foregoing, all stock options held by Executive shall become 100% vested and shall remain exercisable for a period of one year after the date of death or permanent disability. Executive’s or his estate’s right to receive any other health or other benefits, if any, will be determined under the provisions of applicable plans, programs or other coverages. Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments severance pay or other rights under either Sections 6(asubparagraphs (A) or (bB) above (the “Severance Pay”) shall cease if Executive is in violation of the provisions of Sections 8 2 or 9 below.
(d) If the 3 hereof. Until such time as Executive retires at age 65 or older has received all of his Severance Payments, he will be entitled to continue to receive any health, life, accident and disability insurance benefits provided by the Company to Executive under this Agreement. If Executive dies or is permanently disabled, then Executive or his estate shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of be entitled to any Annual Bonus that may have been earned disability income or life insurance payments from any insurance policies paid for by the Executive through the retirement date. No other amounts will be payable by the CompanyCompany or its Affiliates as specified in such policies.
Appears in 1 contract
Sources: Senior Executive Agreement (Global Imaging Systems Inc)
Rights on Termination. (a) If during the Service Term Executive’s 's employment is terminated under Section 5 above (x) by the Company Corporation without Cause or (y) by Executive with Good Reason, then:
(i) The Company Corporation shall pay to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “"Severance Payments”"):
(1) the Accrued Obligation;
(2) Executive’s 's Annual Base Salary through the effective date of the termination of Executive’s 's employment (the “"Termination Date”") for periods following his Separation From Service, to the extent not theretofore paid;
(3) a lump sum in cash equal to the product of (x) 1/12 of the amount of the Annual Base Salary in effect immediately prior to the Termination Date and (y) 12; and
(4) a lump sum in cash equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s 's basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company Corporation for this purpose.
(ii) The Company Corporation will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s 's Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company Corporation shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company Corporation under the applicable group health plan of the CompanyCorporation). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s 's taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s 's right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s 's Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(ivv) Subject to Executive’s 's group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section thisSection 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company Corporation that he is entitled to or receiving such benefits.
(vvi) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s 's execution of a release substantially in the form of Exhibit A hereto.
(vivii) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(viiviii) The Company Corporation shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company Corporation shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s 's Separation From Service. Further, the Company Corporation shall pay to Executive, on the date that is six months following Executive’s 's Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s 's Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s 's Separation From Service.
(b) If the Company Corporation terminates Executive’s 's employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), or if Executive resigns without Good Reason, the Company’s Corporation's obligations to pay any compensation or benefits under this Agreement will cease effective as of the Termination Date and the Company Corporation shall pay to Executive the Accrued Obligation within thirty (30) days following the Termination Date. The Company Corporation shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee or on the date that is six months following his Separation From Service if he is a Specified Employee. Following such payments, the Company Corporation shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the CompanyCorporation.
(c) Notwithstanding the foregoing, the Company’s Corporation's obligation to Executive for Severance Payments or other rights under either Sections 6(a) or (b) above shall cease if Executive is in violation of the provisions of Sections ofSections 8 or 9 below.
(d) If the Executive retires at age 65 or older the Company Corporation shall pay the Executive’s 's Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the CompanyCorporation.
Appears in 1 contract
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by Executive with Good Reason or by the Company without Cause (including by operation of the last paragraph of Section 7(c)(i)(D)) or (y) by Executive with Good Reason, then:
(i) The Company shall pay to Executive, at the times specified in Section 6(a)(vii) belowPerformance Cause, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service, Company will continue to the extent not theretofore paid;
(3) pay Executive a lump sum in cash equal to the product of (x) 1/12 of the amount monthly portion of the Annual Base Salary in effect immediately plus a monthly portion of the Executive's bonus for the prior to the Termination Date and (y) 12; and
(4) year for a lump sum in cash period equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 twelve-months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until termination on regular salary payment dates. In the date event that termination is by the Company for Performance Cause, the Company will continue to pay Executive a monthly portion of payment of such amounts, calculated using an interest rate the Annual Base Salary for a period equal to the six month U.S. Treasury Rate in effect three-months commencing on the date of Executive’s Separation From Servicetermination on regular salary payment dates. The payments to Executive pursuant to the foregoing two sentences are referred to as the "SEVERANCE PAYMENTS."
(bB) If the Company terminates Executive’s 's employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), retires or if Executive resigns without Good ReasonReason (including by operation of the last paragraph of Section 7(c)(i)(E)), the Company’s 's obligations to pay any compensation or benefits under this Agreement will cease effective as of the Termination Date and date of termination. Executive's right to receive any other health or other benefits will be determined under the Company shall pay to Executive the Accrued Obligation within thirty provisions of applicable plans, programs or other coverages.
(30C) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee If Executive's employment terminates because of Executive's death or on the date that is six months following his Separation From Service if he is a Specified Employee. Following such paymentsdisability, the Company shall have no further obligations will pay Executive or his estate an amount, if any, equal to his bonus for the current year prorated to reflect the number of days Executive other than as may be required by law or has worked during the terms of an employee benefit plan of the Company.
(c) year in Notwithstanding the foregoing, the Company’s 's obligation to Executive for Severance Payments severance pay or other rights under either Sections 6(asubparagraphs (A) or (bB) above (the "SEVERANCE PAY") shall cease if Executive is in violation of the provisions of Sections 8 or 9 below.
(d) If the hereof. Until such time as Executive retires at age 65 or older has received all of his Severance Payments, he will be entitled to continue to receive any health, life, accident and disability insurance benefits provided by the Company to Executive under this Agreement. If Executive dies or is permanently disabled, then Executive or his estate shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of be entitled to any Annual Bonus that may have been earned disability income or life insurance payments from any insurance policies paid for by the Executive through the retirement date. No other amounts will be payable by the CompanyCompany or its Affiliates as specified in such policies.
Appears in 1 contract
Sources: Senior Management Agreement (Global Vacation Group Inc)
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by the Company without Cause (including by operation of the last paragraph of Section 1(c)(i)(D) above) or (y) by Executive with Good ReasonReason and Executive experiences a Separation from Service as a result of such termination, thensubject to Section 1(g) below:
(i1) The Company shall will pay Executive (i) an amount equal to Executive150% of the Annual Base Salary, at payable over a period of eighteen (18) months commencing on the times specified in Section 6(a)(vii) below, the following amounts Date of Termination (the “Severance PaymentsPeriod”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date in substantially equal installments in accordance with Company payroll procedures applicable to senior executives of the termination Company, as in effect from time to time (but no less often than monthly), provided, that payment of Executivethe amounts described in this Section 1(c)(iii)(A)(1)(i) shall not commence until the Company’s employment first payroll date occurring on or after the 30th day following the Date of Termination (the “Termination First Payroll Date”) for periods following his Separation From Service, and any amounts that would otherwise have been paid prior to the extent not theretofore paid;
First Payroll Date shall instead be paid on the First Payroll Date, and (3ii) a lump sum in cash amount equal to the product of (x) 1/12 of aggregate premiums that the amount of the Annual Base Salary Company would have paid for basic life insurance, accidental death and dismemberment insurance and long- and short-term disability insurance, each as in effect immediately prior to on the Termination Date and of Termination, had Executive remained employed by the Company during the Severance Period (y) 12; and
(4) a lump sum in cash equal to together, “Insurance Benefits”). In addition, during the product of (x) the monthly basic life insurance premium applicable Severance Period, subject to Executive’s basic life insurance proper election to continue healthcare coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedamended (“COBRA”), the Company will pay Executive’s COBRA premiums in respect of COBRA benefits listed to be provided through third-party insurance maintained by the Company under the Company’s benefit plans in clause a manner that causes such COBRA benefits to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), provided, that if during the period of continuation coverage, any plan pursuant to which such benefits are to be provided ceases to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each such remaining premium shall thereafter be paid to Executive as currently taxable compensation in substantially equal monthly installments over the remainder of the continuation coverage period; and
(iii2) Any unvested Initial Time-Vesting RSU Grant, Subsequent Time-Vesting RSU Grant, Initial TSR Performance-Vesting RSU Grant, Initial EBITDA Performance-Vesting Restricted Stock Grant, Subsequent TSR Performance-Vesting RSU Grant and Subsequent EBITDA Performance-Vesting Restricted Stock Grant shall vest and be paid as provided elsewhere in this Agreement. For purposes of paragraph (e) below, payments of Annual Base Salary, amounts in lieu of Insurance Benefits, COBRA premiums and the accelerated vesting and lapsing of Restrictions with respect to any 2006 Equity Awards, in each case, as described in this Section 6(a1(c)(iii)(A), are collectively referred to as “Severance Payments.” In addition, the Company will pay to Executive in a lump-sum the value of any accrued but unused vacation time. This Section 1(c)(iii)(A) shall be reduced not apply unless Executive has executed and not revoked a release in a form mutually acceptable to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify both the Company and Executive that he is entitled subject to or receiving such benefits.
paragraph (ve) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon below. In addition, the Company agrees that concurrently with Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Furthersuch release, the Company shall pay to Executive, on the date execute a contingent mutual release in a form that is six months following Executive’s Separation From Service, an additional interest amount equal mutually acceptable to both the amount of interest Company and Executive that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent is subject to paragraph (e) below. Each payment under Section 1(c)(iii)(A) above shall be treated as a mandatory six-month delay in payment, the amounts specified in separate payment for purposes of Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.409A.
(bB) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), or if Executive resigns without Good ReasonReason (including by operation of the last paragraph of Section 1(c)(i)(E)), the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) and all vesting under all equity awards held by Executive will cease effective as of the Termination Date and date of termination. Executive’s right to receive any other health or other benefits, if any, will be determined under the Company shall pay to Executive the Accrued Obligation within thirty (30) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Serviceprovisions of applicable plans, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee programs or on the date that is six months following his Separation From Service if he is a Specified Employee. Following such payments, the Company shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the Companycoverages.
(cC) If Executive’s employment terminates because of Executive’s death or Disability, then Executive or his estate shall be entitled to any disability income or life insurance payments from any insurance policies (other than any “key man” life insurance policy) maintained by the Company. In addition, in the event of such a termination, for a period of six (6) months commencing on the Date of Termination, Executive or his estate shall be entitled to payment of an amount equal to 50% of the Annual Base Salary, payable over six months from Executive’s death or Disability in approximately equal installments on regular salary payment dates. Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments or other rights under either Sections 6(a) or (b) above shall cease if Executive is found by a court of law to be in material violation of the provisions of Sections 8 2 or 9 below3 hereof.
(d) If the Executive retires at age 65 or older the Company shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the Company.
Appears in 1 contract
Rights on Termination. (a) If during the Service Term Executive’s 's employment is terminated under Section 5 above (x) by the Company Corporation without Cause or (y) by Executive with Good Reason, then:
(i) The Company Corporation shall pay to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “"Severance Payments”"):
(1) the Accrued Obligation;
(2) Executive’s 's Annual Base Salary through the effective date of the termination of Executive’s 's employment (the “"Termination Date”") for periods following his Separation From Service, to the extent not theretofore paid;
(3) a lump sum in cash equal to the product of (x) 1/12 of the amount of the Annual Base Salary in effect immediately prior to the Termination Date and (y) 12; and
(4) a lump sum in cash equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s 's basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company Corporation for this purpose.
(ii) The Company Corporation will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s 's Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company Corporation shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company Corporation under the applicable group health plan of the CompanyCorporation). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s 's taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s 's right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to to
(iv) which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s 's Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(ivv) Subject to Executive’s 's group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section thisSection 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company Corporation that he is entitled to or receiving such benefits.
(vvi) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s 's execution of a release substantially in the form of Exhibit A hereto.
(vivii) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(viiviii) The Company Corporation shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company Corporation shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s 's Separation From Service. Further, the Company Corporation shall pay to Executive, on the date that is six months following Executive’s 's Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s 's Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s 's Separation From Service.
(b) If the Company Corporation terminates Executive’s 's employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), or if Executive resigns without Good Reason, the Company’s Corporation's obligations to pay any compensation or benefits under this Agreement will cease effective as of the Termination Date and the Company Corporation shall pay to Executive the Accrued Obligation within thirty (30) days following the Termination Date. The Company Corporation shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee or on the date that is six months following his Separation From Service if he is a Specified Employee. Following such payments, the Company Corporation shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the CompanyCorporation.
(c) Notwithstanding the foregoing, the Company’s Corporation's obligation to Executive for Severance Payments or other rights under either Sections 6(a) or (b) above shall cease if Executive is in violation of the provisions of Sections ofSections 8 or 9 below.
(d) If the Executive retires at age 65 or older the Company Corporation shall pay the Executive’s 's Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the CompanyCorporation.
Appears in 1 contract
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by Executive with Good Reason or by the Company without either Cause or (y) by Executive with Good Reason, then:
(i) The Company shall pay to Executive, at the times specified in Section 6(a)(vii) belowPerformance Cause, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service, Company will continue to the extent not theretofore paid;
(3) pay Executive a lump sum in cash equal to the product of (x) 1/12 of the amount monthly portion of the Annual Base Salary in effect immediately plus a monthly portion of the Executive's bonus for the prior to the Termination Date and (y) 12; and
(4) year for a lump sum in cash period equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until termination on regular salary payment dates. In the date event that termination is by the Company for Performance Cause, the Company will continue to pay Executive a monthly portion of payment of such amounts, calculated using an interest rate the Annual Base Salary for a period equal to the six month U.S. Treasury Rate in effect six- months commencing on the date of Executive’s Separation From Servicetermination on regular salary payment dates. The payments to Executive pursuant to the foregoing two sentences are referred to as the "Severance Payments."
(bB) If the Company terminates Executive’s 's employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), retires or if Executive resigns without Good ReasonReason (including by operation of the last paragraph of Section 7(c)(i)(E)), the ------------------- Company’s 's obligations to pay any compensation or benefits under this Agreement will cease effective as of the Termination Date and date of termination. Executive's right to receive any health or other benefits will be determined under the Company shall pay to Executive the Accrued Obligation within thirty provisions of applicable plans, programs or other coverages.
(30C) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee If Executive's employment terminates because of Executive's death or on the date that is six months following his Separation From Service if he is a Specified Employee. Following such paymentsdisability, the Company shall have no further obligations will pay Executive or his estate an amount, if any, equal to his maximum bonus for the current year prorated to reflect the number of days Executive has worked during the year in which he dies or becomes disabled (such amount to be paid after the end of such year when bonuses are normally paid to other than as may be required by law or the terms of an employee benefit plan senior executives of the Company.
(c) ). Notwithstanding the foregoing, the Company’s 's obligation to Executive for Severance Payments severance payments or other rights under either Sections 6(asubparagraphs (A) or (bB) above ----------------- --- shall cease if Executive is in violation of the provisions of Sections 8 or 9 below.
(d) If the --------------- hereof. Until such time as Executive retires at age 65 or older has received all of his Severance Payments, he will be entitled to continue to receive any health, life, accident and disability insurance benefits provided by the Company to Executive under this Agreement. If Executive dies or is permanently disabled, then Executive or his estate shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of be entitled to any Annual Bonus that may have been earned disability income or life insurance payments from any insurance policies paid for by the Executive through the retirement date. No other amounts will be payable by the CompanyCompany or its Affiliates as specified in such policies.
Appears in 1 contract
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that Executive is terminated under Section 5 above (x) by the Company without Cause (including by operation of the last paragraph of Section 1(c)(i)(D) above) or (y) by Executive with Good Reason, then:
(i) The the Company shall will continue to pay Executive a monthly amount equal to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date 160% of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service, to the extent not theretofore paid;
(3) a lump sum in cash equal to the product of (x) 1/12 of the amount monthly portion of the Annual Base Salary in effect immediately prior to the Termination Date and (y) 12; and
(4) for a lump sum in cash period equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 24-months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until termination on regular salary payment dates and each of the Restricted Stock Grant(s), the October 2002 restricted stock grant (the “2002 Restricted Stock Grant”) and the options grants held by Executive as of the date hereof will become 100% vested. The payments to Executive pursuant to the foregoing sentence are referred to as the “Severance Payments.” In such event, (i) the Company will continue to provide Executive with healthcare coverage during any period during which Executive is receiving Severance Payments following the date of payment termination; (ii) each of such amounts, calculated using an interest rate equal the Restricted Stock Grant(s) and the 2002 Restricted Stock Grant shall become 100% fully vested; (iii) all stock options granted to the six month U.S. Treasury Rate in effect on Executive shall become 100% fully vested and shall remain exercisable for a period of one year after the date of Executive’s Separation From Servicetermination; and (iv) the Company will pay to Executive in a lump sum any accrued but unused vacation time.
(bB) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), Cause or if Executive resigns without Good ReasonReason (including by operation of the last paragraph of Section 1(c)(i)(E)), the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) and all vesting under each of the Restricted Stock Grant(s), the 2002 Restricted Stock Grant and all stock options held by the Executive will cease effective as of the Termination Date date of termination. Executive’s right to receive any other health or other benefits, if any, will be determined under the provisions of applicable plans, programs or other coverages.
(C) If Executive retires after the date hereof but prior to October 1, 2007, the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) will cease effective as of the date of termination. Notwithstanding the foregoing, (i) the 2002 Restricted Stock Grant shall become 100% vested and (ii) all stock options held by Executive shall become 100% vested and shall remain exercisable for a period of one year after the date of termination. Executive’s right to receive any other health or other benefits, if any, will be determined under the provisions of applicable plans, programs or other coverages.
(D) If Executive retires after October 1, 2007, the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) will cease effective as of the date of termination. Notwithstanding the foregoing, all stock options held by Executive shall become 100% vested and shall remain exercisable for a period of one year after the date of termination and each of the Restricted Stock Grant(s) and the Company shall pay 2002 Restricted Stock Grant will become 100% vested. Executive’s right to Executive receive any other health or other benefits, if any, will be determined under the Accrued Obligation within thirty provisions of applicable plans, programs or other coverages.
(30E) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee If Executive’s employment terminates because of Executive’s death or on the date that is six months following his Separation From Service if he is a Specified Employee. Following such paymentspermanent disability, the Company shall have no further obligations will pay Executive or his estate an amount, if any, equal to the sum of (i) his accrued but unused vacation time and (ii) his bonus for the current year prorated to reflect the number of days Executive has worked during the year in which he dies or becomes permanently disabled (such amount to be paid after the end of such year when bonuses are normally paid to other than as may be required by law or the terms of an employee benefit plan senior executives of the Company.
(c). Notwithstanding the foregoing, all stock options held by Executive shall become 100% vested and shall remain exercisable for a period of one year after the date of death or permanent disability and each of the Restricted Stock Grant(s) and the 2002 Restricted Stock Grant will become 100% vested. Executive’s or his estate’s right to receive any other health or other benefits, if any, will be determined under the provisions of applicable plans, programs or other coverages. Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments severance pay or other rights under either Sections 6(asubparagraphs (A) or (bB) above (the “Severance Pay”) shall cease if Executive is in violation of the provisions of Sections 8 2 or 9 below.
(d) If the 3 hereof. Until such time as Executive retires at age 65 or older has received all of his Severance Payments, he will be entitled to continue to receive any health, life, accident and disability insurance benefits provided by the Company to Executive under this Agreement. If Executive dies or is permanently disabled, then Executive or his estate shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of be entitled to any Annual Bonus that may have been earned disability income or life insurance payments from any insurance policies paid for by the Executive through the retirement date. No other amounts will be payable by the CompanyCompany or its Affiliates as specified in such policies.
Appears in 1 contract
Sources: Senior Executive Agreement (Global Imaging Systems Inc)
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by the Company without Cause or (y) by Executive with Good Reason, then:
the Company will continue, for a period of six (i6) The Company shall pay to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through months commencing on the effective date of the termination of Executive’s employment (the “Termination DateSeverance Period”) for periods following his Separation From Service), to the extent not theretofore paid;
(3) pay Executive a lump sum in cash equal to the product of (x) 1/12 of the amount monthly or bi-weekly portion of the Annual Base Salary on regular salary payment dates. The payments of Annual Base Salary in effect immediately prior accordance with this Section 1(c)(iii)(A) are referred to as “Severance Payments.” This Section 1(c)(iii)(A) shall not apply unless the Termination Date Company and Executive have executed a contingent mutual release in a form mutually acceptable to both the Company and Executive and is subject to paragraph (ye) 12; and
(4) below. In addition, the Company will pay to Executive in a lump sum in cash equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purposeany accrued but unused vacation time.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.
(bB) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), or if Executive resigns without Good ReasonReason (including by operation of the last paragraph of Section 1(c)(i)(E)), or if Executive’s employment is terminated by the expiration of this Agreement, the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) and all vesting under all stock options held by Executive will cease effective as of the Termination Date and date of termination. Executive’s right to receive any other health or other benefits, if any, will be determined under the Company provisions of applicable plans, programs or other coverages.
(C) If Executive’s employment terminates because of Executive’s death or permanent disability, then Executive or his estate shall pay be entitled to any disability income or life insurance payments from any insurance policies (other than any key man life insurance policy) paid for by the Company. In addition, if such death or disability occurs while Executive is employed hereunder, for a period of six (6) months commencing on the Accrued Obligation within thirty (30) days following date of such death or such disability is established, Executive or his estate shall be entitled to payment of his monthly or bi-weekly portion of the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee or on the date that is six months following his Separation From Service if he is a Specified Employeeregular salary payment dates. Following such payments, the Company shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the Company.
(c) Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments severance pay or other rights under either Sections 6(asubparagraphs (A) or (bB) above (the “Severance Pay”) shall cease if Executive is found by a court of law to be in material violation of the provisions of Sections 8 2 or 9 below.
(d) If the 3 hereof. Until such time as Executive retires at age 65 or older has received all of his Severance Payments, he will be entitled to continue to receive any health, life, accident and disability insurance benefits provided by the Company shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable to Executive under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the Companythis Agreement.
Appears in 1 contract
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by the Company without Cause or (y) including by operation of the last paragraph of Section 1(c)(i)(D)), the Company will continue to pay Executive a monthly amount equal to 160% of the monthly portion of the Annual Base Salary1 for a period equal to 24-months commencing on the date of termination on regular salary payment dates. In the event that termination is by Executive with Good Reason, then:
(i) The the Company shall will continue to pay Executive a monthly amount equal to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date 160% of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service, to the extent not theretofore paid;
(3) a lump sum in cash equal to the product of (x) 1/12 of the amount monthly portion of the Annual Base Salary in effect immediately prior for 1 100% of Annual Base Salary plus 60% Bonus. a period equal to twenty-four months commencing on the date of termination on regular salary payment dates. The payments to Executive pursuant to the Termination Date and foregoing two sentences are referred to as the “Severance Payments.” In either event, (y) 12; and
(4) a lump sum in cash equal to the product of (xi) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange continue to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except with healthcare coverage for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six 24 months following the date of Executive’s Separation From Service termination; (ii) the Restricted Stock Grant(s) shall be accumulated and paid become 100% fully vested; (iii) all stock options granted to Executive on the date that is six months following shall become 100% fully vested and shall remain exercisable for a period of one year after the date of his Separation From Servicetermination; and (iv) the Company will pay to Executive in a lump sum payment any accrued but unused vacation time.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.
(bB) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), Cause or if Executive resigns without Good ReasonReason (including by operation of the last paragraph of Section 1(c)(i)(E)), the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) and all vesting under the Restricted Stock Grant(s) and all stock options held by the Executive will cease effective as of the Termination Date and date of termination. Executive’s right to receive any other health or other benefits will be determined under the Company provisions of applicable plans, programs or other coverages.
(C) If Executive retires during the Service Term, the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall pay be paid to Executive the Accrued Obligation within thirty (30in a lump sum payment) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee or on will cease effective as of the date that is six months following his Separation From Service if he is of termination. Notwithstanding the foregoing, all (i) stock options held by Executive shall become 100% vested and shall remain exercisable for a Specified Employeeperiod of one year after the date of termination and (ii) the Restricted Stock Grant(s) shall become 100% fully vested. Following such paymentsExecutive’s right to receive any other health or other benefits will be determined under the provisions of applicable plans, programs or other coverages.
(D) If Executive’s employment terminates because of Executive’s death or permanent disability, the Company shall have no further obligations will pay Executive or his estate an amount, if any, equal to the sum of (i) his accrued but unused vacation time and (ii) his bonus for the current year prorated to reflect the number of days Executive has worked during the year in which he dies or becomes permanently disabled (such amount to be paid after the end of such year when bonuses are normally paid to other than as may be required by law or the terms of an employee benefit plan senior executives of the Company.
(c). Notwithstanding the foregoing, all stock options and the Restricted Stock Grant(s) then held by Executive shall become 100% vested and shall remain exercisable for a period of one year after the date of death or permanent disability. Executive’s or his estate’s right to receive any other health or other benefits will be determined under the provisions of applicable plans, programs or other coverages. Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments severance pay or other rights under either Sections 6(asubparagraphs (A) or (bB) above (the “Severance Pay”) shall cease if Executive is in violation of the provisions of Sections 8 2 or 9 below.
(d) If the 3 hereof. Until such time as Executive retires at age 65 or older has received all of his Severance Payments, he will be entitled to continue to receive any health, life, accident and disability insurance benefits provided by the Company to Executive under this Agreement. If Executive dies or is permanently disabled, then Executive or his estate shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of be entitled to any Annual Bonus that may have been earned disability income or life insurance payments from any insurance policies paid for by the Executive through the retirement date. No other amounts will be payable by the CompanyCompany or its Affiliates as specified in such policies.
Appears in 1 contract
Sources: Senior Executive Agreement (Global Imaging Systems Inc)
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by the Company without Cause or (y) including by operation of the last paragraph of Section 1(c)(i)(D)), the Company will continue to pay Executive a monthly amount equal to 150%1 of the monthly portion of the Annual Base Salary for a period equal to 24-months 1 100% of Annual Base Salary plus 50% bonus. commencing on the date of termination on regular salary payment dates. In the event that termination is by Executive with Good Reason, then:
(i) The the Company shall will continue to pay Executive a monthly amount equal to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date 150% of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service, to the extent not theretofore paid;
(3) a lump sum in cash equal to the product of (x) 1/12 of the amount monthly portion of the Annual Base Salary in effect immediately prior for a period equal to 24 months commencing on the date of termination on regular salary payment dates. The payments to Executive pursuant to the Termination Date and foregoing two sentences are referred to as the “Severance Payments.” In either event, (y) 12; and
(4) a lump sum in cash equal to the product of (xi) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange continue to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (with healthcare coverage for at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six least 24 months following the date of Executive’s Separation From Service termination; (ii) the Restricted Stock Grant shall be accumulated and paid become 100% fully vested; (iii) all stock options granted to Executive on the date that is six months following shall become 100% fully vested and shall remain exercisable for a period of one year after the date of his Separation From Servicetermination; and (iv) the Company will pay to Executive in a lump sum any accrued but unused vacation time.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.
(bB) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), retires before the third anniversary of the date hereof or if Executive resigns without Good ReasonReason (including by operation of the last paragraph of Section 1(c)(i)(E)), the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) and all vesting under the Restricted Stock Grant and all stock options held by the Executive will cease effective as of the Termination Date date of termination. Executive’s right to receive any other health or other benefits will be determined under the provisions of applicable plans, programs or other coverages.
(C) If Executive retires after the third anniversary of the date hereof but prior to the fifth anniversary of the date hereof, the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) will cease effective as of the date of termination. Notwithstanding the foregoing, all stock options held by Executive shall become 100% vested and shall remain exercisable for a period of one year after the date of termination. Executive’s right to receive any other health or other benefits will be determined under the provisions of applicable plans, programs or other coverages.
(D) If Executive retires after the fifth anniversary of the date hereof, the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) will cease effective as of the date of termination. Notwithstanding the foregoing, all stock options held by Executive shall become 100% vested and shall remain exercisable for a period of one year after the date of termination and the Company shall pay Restricted Stock Grant will become 100% vested. Executive’s right to Executive receive any other health or other benefits will be determined under the Accrued Obligation within thirty provisions of applicable plans, programs or other coverages.
(30E) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee If Executive’s employment terminates because of Executive’s death or on the date that is six months following his Separation From Service if he is a Specified Employee. Following such paymentspermanent disability, the Company shall have no further obligations will pay Executive or his estate an amount, if any, equal to the sum of (i) his accrued but unused vacation time and (ii) his bonus for the current year prorated to reflect the number of days Executive has worked during the year in which he dies or becomes permanently disabled (such amount to be paid after the end of such year when bonuses are normally paid to other than as may be required by law or the terms of an employee benefit plan senior executives of the Company.
(c) ). Notwithstanding the foregoing, all stock options held by Executive shall become 100% vested and shall remain exercisable for a period of one year after the date of death or permanent disability. Executive’s or his estate’s right to receive any other health or other benefits will be determined under the provisions of applicable plans, programs or other coverages. Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments severance pay or other rights under either Sections 6(asubparagraphs (A) or (bB) above (the “Severance Pay”) shall cease if Executive is in violation of the provisions of Sections 8 2 or 9 below.
(d) If the 3 hereof. Until such time as Executive retires at age 65 or older has received all of his Severance Payments, he will be entitled to continue to receive any health, life, accident and disability insurance benefits provided by the Company to Executive under this Agreement. If Executive dies or is permanently disabled, then Executive or his estate shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of be entitled to any Annual Bonus that may have been earned disability income or life insurance payments from any insurance policies paid for by the Executive through the retirement date. No other amounts will be payable by the CompanyCompany or its Affiliates as specified in such policies.
Appears in 1 contract
Sources: Senior Executive Agreement (Global Imaging Systems Inc)
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by the Company without Cause or (yincluding by operation of the last paragraph of Section 1(c)(i)(D) by Executive with Good Reason, then:
(i) The Company shall pay to Executive, at the times specified in Section 6(a)(vii) belowabove), the following amounts Company will continue, for a period of twelve (12) months commencing on the Date of Termination (the “Severance PaymentsPeriod”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service), to the extent not theretofore paid;
(3) pay Executive a lump sum in cash equal to the product of (x) 1/12 of the amount monthly or bi-weekly portion of the Annual Base Salary on regular salary payment dates. During the Severance Period, the Company will also pay for Executive’s existing Company insurance coverage. The payments of Annual Base Salary and insurance premiums in effect immediately prior accordance with this Section 1(c)(iii)(A) are collectively referred to as “Severance Payments”. This Section 1(c)(iii)(A) shall not apply unless the Company and Executive have executed a general release in a form acceptable to the Termination Date Company and is subject to paragraph (ye) 12; and
(4) below. In addition, the Company will pay to Executive in a lump sum in cash equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purposeany accrued but unused vacation time.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.
(bB) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), or if Executive resigns without Good Reasonfor whatever Reason (including by the Executive’s non-renewal of the Service Term under Section 1(f) below), the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) and all vesting under all stock options held by Executive will cease effective as of the Date of Termination. In such event, Executive’s rights under stock options vested prior to the Date of Termination Date and shall not be affected, except to the Company extent that Executive’s termination of employment accelerates the termination of such stock options. Executive’s right to receive any other health or other benefits, if any, will be determined under the provisions of applicable plans, programs or other coverages.
(C) If Executive’s employment terminates because of Executive’s death or permanent disability, then Executive or his estate shall pay be entitled to any disability income or life insurance payments from any insurance policies (other than any “key man” life insurance policy) paid for by the Company. In addition, if such death or disability occurs while Executive is employed hereunder, for a period of six (6) months commencing on the Accrued Obligation within thirty (30) days following date of such death or such disability is established, Executive or his estate shall be entitled to payment of his monthly or bi-weekly portion of the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee or on the date that is six months following his Separation From Service if he is a Specified Employeeregular salary payment dates. Following such payments, the Company shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the Company.
(c) Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments severance pay or other rights under either Sections 6(asubparagraphs (A) or (bB) above (the “Severance Pay”) shall cease if Executive is found by a court of law to be in material violation of the provisions of Sections 8 2 or 9 below.
(d) If the 3 hereof. Until such time as Executive retires at age 65 or older has received all of his Severance Payments, he will be entitled to continue to receive any health, life, accident and disability insurance benefits provided by the Company shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable to Executive under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the Companythis Agreement.
Appears in 1 contract
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by the Company without Cause or (yincluding by operation of the last paragraph of Section 1(c)(i)(D) by above), the Company will pay Executive with Good Reason, then:
(i) The Company shall pay an amount equal to Executive100% of the Annual Base Salary, at payable over a period of twelve (12) months commencing on the times specified in Section 6(a)(vii) below, the following amounts Date of Termination (the “Severance Payments”):
Period” ), in substantially equal installments, on regular salary payment dates (1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date but no less often than monthly), provided, that payment of the termination amounts described in this Section 1(c)(iii)(A) shall not commence until the Company’s first payroll date occurring on or after the 30th day following the Date of Executive’s employment Termination (the “Termination First Payroll Date”) for periods following his Separation From Service, and any amounts that would otherwise have been paid prior to the extent not theretofore paid;
First Payroll Date shall instead be paid on the First Payroll Date, and (3ii) a lump sum in cash amount equal to the product of (x) 1/12 of aggregate premiums that the amount of the Annual Base Salary Company would have paid for basic life insurance, accidental death and dismemberment insurance and long- and short-term disability insurance, each as in effect immediately prior to on the Termination Date and of Termination, had Executive remained employed by the Company during the Severance Period (y) 12; and
(4) a lump sum in cash equal to together, “Insurance Benefits”). In addition, during the product of (x) the monthly basic life insurance premium applicable Severance Period, subject to Executive’s basic life insurance proper election to continue healthcare coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedamended (“COBRA”), the Company will pay Executive’s COBRA premiums in respect of COBRA benefits listed to be provided through third-party insurance maintained by the Company under the Company’s benefit plans in clause (iii) a manner that causes such COBRA benefits to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), provided, that if during the period of continuation coverage, any plan pursuant to which such benefits are to be provided ceases to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each such remaining premium shall thereafter be paid to Executive as currently taxable compensation in substantially equal monthly installments over the remainder of the continuation coverage period. The payments of Annual Base Salary, COBRA benefits and amounts in lieu of Insurance Benefits in accordance with this Section 6(a1(c)(iii)(A) shall be reduced are collectively referred to the extent benefits of the same type are received by or made available to Executive during such periodas “Severance Payments”. In addition, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall will pay to Executive the amounts specified in Sections 6(a)(i)(2), (3a lump sum any accrued but unused vacation time. This Section 1(c)(iii)(A) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, shall not apply unless the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal and Executive have executed a general release in a form acceptable to the amount of interest that would Company. Each payment under Section 1(c)(iii)(A) above shall be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to treated as a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), separate payment for the period commencing on the date purposes of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.Section 409A.
(bB) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), or if Executive resigns without Good Reasonfor whatever reason (including by the Executive’s non-renewal of the Service Term under Section 1(f) below), the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) and all vesting under all stock options held by Executive will cease effective as of the Date of Termination. In such event, Executive’s rights under stock options vested prior to the Date of Termination Date and the Company shall pay to Executive the Accrued Obligation within thirty (30) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Servicenot be affected, except to the extent not theretofore paidthat Executive’s termination of employment accelerates the termination of such stock options. Executive’s right to receive any other health or other benefits, within thirty (30) days following his Separation From Service if he is not a Specified Employee any, will be determined under the provisions of applicable plans, programs or on the date that is six months following his Separation From Service if he is a Specified Employee. Following such payments, the Company shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the Companycoverages.
(cC) If Executive’s employment terminates because of Executive’s death or Disability, then Executive or his estate shall be entitled to any disability income or life insurance payments from any insurance policies (other than any “key man” life insurance policy) maintained by the Company. In addition, in the event of such a termination, for a period of six (6) months commencing on the Date of Termination, Executive or his estate shall be entitled to payment of an amount equal to 50% of the Annual Base Salary, payable over six months from Executive’s death or Disability in approximately equal installments on regular salary payment dates. Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments or other rights under either Sections 6(a) or (b) above shall cease if Executive is found by a court of law to be in material violation of the provisions of Sections 8 2 or 9 below3 hereof.
(d) If the Executive retires at age 65 or older the Company shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the Company.
Appears in 1 contract
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by the Company without Cause (including by operation of the last paragraph of Section 1(c)(i)(D) above) or (y) by Executive with Good ReasonReason and Executive experiences a Separation from Service as a result of such termination, thensubject to Section 1(g) below:
(i1) The Company shall will pay Executive (i) an amount equal to Executive150% of the Annual Base Salary, at payable over a period of eighteen (18) months commencing on the times specified in Section 6(a)(vii) below, the following amounts Date of Termination (the “Severance PaymentsPeriod”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date in substantially equal installments in accordance with Company payroll procedures applicable to senior executives of the termination Company, as in effect from time to time (but no less often than monthly), provided, that payment of Executivethe amounts described in this Section shall not commence until the Company’s employment first payroll date occurring on or after the 30th day following the Date of Termination (the “Termination First Payroll Date”) for periods following his Separation From Service, and any amounts that would otherwise have been paid prior to the extent not theretofore paid;
First Payroll Date shall instead be paid on the First Payroll Date, and (3ii) a lump sum in cash amount, payable on the First Payroll Date, equal to the product of (x) 1/12 of aggregate premiums that the amount of the Annual Base Salary Company would have paid for basic life insurance, accidental death and dismemberment insurance and long- and short-term disability insurance, each as in effect immediately prior to on the Termination Date and of Termination, had Executive remained employed by the Company during the Severance Period (y) 12; and
(4) a lump sum in cash equal to together, “Insurance Benefits”). In addition, during the product of (x) the monthly basic life insurance premium applicable Severance Period, subject to Executive’s basic life insurance proper election to continue healthcare coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedamended (“COBRA”), the Company will pay Executive’s COBRA premiums in respect of COBRA benefits listed to be provided through third-party insurance maintained by the Company under the Company’s benefit plans in clause a manner that causes such COBRA benefits to be exempt from the application of Code Section 409A under Treasury Regulation Section 1.409A-1(a)(5), provided, that (iiix) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of this the period of continuation coverage to be, exempt from the application of Code Section 6(a409A under Treasury Regulation Section 1.409A-1(a)(5), (y) such amounts would be considered discriminatory under Code Section 105(h), or (z) the Company is otherwise unable to continue to cover Executive under its group health plans (including without limitation, due to Section 2716 of the Public Health Service Act or the Patient Protection and Affordable Care Act), then, in any such case, an amount equal to each remaining Company payment shall thereafter be paid to Executive in cash or by check in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof); and
(2) All LTIP Awards other than the Additional RSU Award shall be reduced treated as provided in Section 1(b)(iii)(E)(1) above, all Prior Awards shall be treated as provided in Section 1(b)(iii)(E) above and the Additional RSU Award shall be treated as provided in Section 1(b)(iii)(D) above. For purposes of paragraph (e) below, payments of Annual Base Salary, amounts in lieu of Insurance Benefits, COBRA premiums and any vesting of LTIP Awards and Prior Awards following the Date of Termination, in each case, as described in this Agreement, are collectively referred to as “Severance Payments.” In addition, the extent benefits of the same type are received by or made available Company will pay to Executive during such period, in a lump-sum the value of any accrued but unused vacation time. No Severance Payments or benefits shall be paid or provided unless Executive has executed and provided, further, that Executive shall have the obligation not revoked a release in a form mutually acceptable to notify both the Company and Executive that he is entitled subject to or receiving such benefits.
paragraph (ve) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon below. In addition, the Company agrees that concurrently with Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Furthersuch release, the Company shall pay to Executive, on the date execute a contingent mutual release in a form that is six months following Executive’s Separation From Service, an additional interest amount equal mutually acceptable to both the amount of interest Company and Executive that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent is subject to paragraph (e) below. Each payment under Section 1(c)(iii)(A) above shall be treated as a mandatory six-month delay in payment, the amounts specified in separate payment for purposes of Code Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.409A.
(bB) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled resigns without Good Reason (as defined in including by operation of the last paragraph of Section 5(c) above1(c)(i)(E)), or if Executive resigns without Good Reasonthe Company elects not to renew the Service Term, then the Company’s obligations to pay any compensation or benefits under this Agreement and all vesting under all equity awards held by Executive will cease effective as of the Termination Date of Termination, provided, that LTIP Awards shall be treated in accordance with Section 1(b)(iii)(E)(2) above, provided, further, that any Prior Awards that remain outstanding as of Executive’s termination of employment shall be governed by the terms and conditions of the applicable award agreement and the Company shall pay Original Agreement. Executive’s right to Executive receive any other health or other benefits, if any, will be determined under the Accrued Obligation within thirty (30) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Serviceprovisions of applicable plans, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee programs or on the date that is six months following his Separation From Service if he is a Specified Employee. Following such payments, the Company shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the Companycoverages.
(cC) If Executive’s employment terminates because of Executive’s death or Disability, then Executive or his estate shall be entitled to any disability income or life insurance payments from any insurance policies (other than any “key man” life insurance policy) maintained by the Company. In addition, in the event of such a termination, for a period of twelve (12) months commencing on the Date of Termination, Executive or his estate shall be entitled to payment of an amount equal to 100% of the Annual Base Salary, payable over twelve (12) months from Executive’s death or Disability in approximately equal installments on regular salary payment dates. LTIP Awards other than the Additional RSU Award shall be treated in accordance with Section 1(b)(iii)(E)(1) above, the Additional RSU Award shall be treated as provided in Section 1(b)(iii)(D) above and any Prior Awards that remain outstanding as of Executive’s termination of employment shall be governed by the terms and conditions of the applicable award agreement and the Original Agreement. Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments or other rights under either Sections 6(a) or (b) above shall cease if Executive is found by a court of law to be in material violation of the provisions of Sections 8 2 or 9 below3 hereof.
(d) If the Executive retires at age 65 or older the Company shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the Company.
Appears in 1 contract
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by the Company without Cause or (y) including by operation of the last paragraph of Section 1(c)(i)(D)), the Company will continue to pay Executive a monthly amount equal to 190% of the monthly portion of the Annual Base Salary1 for a period equal to 24-months 1 100% of Annual Base Salary plus 90% Bonus. commencing on the date of termination on regular salary payment dates. In the event that termination is by Executive with Good Reason, then:
(i) The the Company shall will continue to pay Executive a monthly amount equal to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date 190% of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service, to the extent not theretofore paid;
(3) a lump sum in cash equal to the product of (x) 1/12 of the amount monthly portion of the Annual Base Salary in effect immediately prior for a period equal to twenty-four months commencing on the date of termination on regular salary payment dates. The payments to Executive pursuant to the Termination Date and foregoing two sentences are referred to as the “Severance Payments.” In either event, (y) 12; and
(4) a lump sum in cash equal to the product of (xi) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange continue to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (with healthcare coverage for at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six least 24 months following the date of Executive’s Separation From Service termination; (ii) the Restricted Stock Grant shall be accumulated and paid become 100% fully vested; (iii) all stock options granted to Executive on the date that is six months following shall become 100% fully vested and shall remain exercisable for a period of one year after the date of his Separation From Servicetermination; and (iv) the Company will pay to Executive in a lump sum payment any accrued but unused vacation time.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.
(bB) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), retires before the third anniversary of the date hereof or if Executive resigns without Good ReasonReason (including by operation of the last paragraph of Section 1(c)(i)(E)), the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) and all vesting under the Restricted Stock Grant and all stock options held by the Executive will cease effective as of the Termination Date date of termination. Executive’s right to receive any other health or other benefits will be determined under the provisions of applicable plans, programs or other coverages.
(C) If Executive retires after the third anniversary of the date hereof but prior to the fifth anniversary of the date hereof, the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) will cease effective as of the date of termination. Notwithstanding the foregoing, all stock options held by Executive shall become 100% vested and shall remain exercisable for a period of one year after the date of termination. Executive’s right to receive any other health or other benefits will be determined under the provisions of applicable plans, programs or other coverages.
(D) If Executive retires after the fifth anniversary of the date hereof, the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) will cease effective as of the date of termination. Notwithstanding the foregoing, all stock options held by Executive shall become 100% vested and shall remain exercisable for a period of one year after the date of termination and the Company shall pay Restricted Stock Grant will be 100% vested. Executive’s right to Executive receive any other health or other benefits will be determined under the Accrued Obligation within thirty provisions of applicable plans, programs or other coverages.
(30E) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee If Executive’s employment terminates because of Executive’s death or on the date that is six months following his Separation From Service if he is a Specified Employee. Following such paymentspermanent disability, the Company shall have no further obligations will pay Executive or his estate an amount, if any, equal to the sum of (i) his accrued but unused vacation time and (ii) his bonus for the current year prorated to reflect the number of days Executive has worked during the year in which he dies or becomes permanently disabled (such amount to be paid after the end of such year when bonuses are normally paid to other than as may be required by law or the terms of an employee benefit plan senior executives of the Company.
(c) ). Notwithstanding the foregoing, all stock options held by Executive shall become 100% vested and shall remain exercisable for a period of one year after the date of death or permanent disability. Executive’s or his estate’s right to receive any other health or other benefits will be determined under the provisions of applicable plans, programs or other coverages. Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments severance pay or other rights under either Sections 6(asubparagraphs (A) or (bB) above (the “Severance Pay”) shall cease if Executive is in violation of the provisions of Sections 8 2 or 9 below.
(d) If the 3 hereof. Until such time as Executive retires at age 65 or older has received all of his Severance Payments, he will be entitled to continue to receive any health, life, accident and disability insurance benefits provided by the Company to Executive under this Agreement. If Executive dies or is permanently disabled, then Executive or his estate shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of be entitled to any Annual Bonus that may have been earned disability income or life insurance payments from any insurance policies paid for by the Executive through the retirement date. No other amounts will be payable by the CompanyCompany or its Affiliates as specified in such policies.
Appears in 1 contract
Sources: Senior Executive Agreement (Global Imaging Systems Inc)
Rights on Termination. (a) If during the Service Term Executive’s employment is terminated under Section 5 above (x) by the Company without Cause or (y) by Executive with Good Reason, then:
(i) The Company shall pay to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service, to the extent not theretofore paid;
(3) a lump sum in cash equal to the product of (x) 1/12 of the amount of the Annual Base Salary in effect immediately prior to the Termination Date and (y) 1215; and
(4) a lump sum in cash equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 1215. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 15 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.
(b) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), or if Executive resigns without Good Reason, the Company’s obligations to pay any compensation or benefits under this Agreement will cease effective as of the Termination Date and the Company shall pay to Executive the Accrued Obligation within thirty (30) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee or on the date that is six months following his Separation From Service if he is a Specified Employee. Following such payments, the Company shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the Company.
(c) Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments or other rights under either Sections 6(a) or (b) above shall cease if Executive is in violation of the provisions of Sections 8 or 9 below.
(d) If the Executive retires at age 65 or older the Company shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the Company.
Appears in 1 contract
Rights on Termination. (a) If during the Service Term Executive’s employment is terminated under Section 5 above (x) by the Company without Cause or (y) by Executive with Good Reason, then:
(i) The Company shall pay to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service, to the extent not theretofore paid;
(3) a lump sum in cash equal to the product of (x) 1/12 of the amount of the Annual Base Salary in effect immediately prior to the Termination Date and (y) 12; and
(4) a lump sum in cash equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, (x) Executive’s Annual Bonus with respect to any year that ended prior to the year in which the Termination Date occurs, and (y) the pro rata portionportion (based on the number of full months employed during the year) of the amount Executive’s Annual Bonus, if any, of Executive’s Annual Bonus earned up until such would have been for the year in which the Termination DateDate occurs if his employment has not been terminated.
(iii) Subject Upon your termination, you and your eligible dependents may elect health care coverage for up to clause (iv), for 12 18 months following the Termination Date from your last day of work at the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amendedamended (COBRA). The Company will reimburse you for up to twelve (12) months on an after-tax basis the portion of your COBRA premiums for such coverage that exceeds the amount that you would have incurred in premiums for coverage under the Company’s health plan if then employed by the Company. Following the twelve (12) months of coverage, you will be responsible for all future premium payments to PayFlex should you wish to continue your COBRA coverage. However, if you or your spouse becomes eligible for group health coverage sponsored by another employer or for any other reason your COBRA coverage terminates, the benefits listed in clause (iii) of this Section 6(a) Company shall not be reduced obligated to the extent benefits pay any portion of the same type are received by premiums provided hereunder for periods after you become eligible for such other coverage or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefitsyour COBRA coverage terminates.
(viv) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release within sixty (60) days of the Termination Date substantially in the form of Exhibit A hereto.
(viv) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(viivi) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Service unless an exemption is otherwise permitted under Section 409A. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.
(vii) All unvested restricted stock described in Section 3(d) above shall become fully vested and no longer subject to forfeiture restrictions on Executive’s Termination Date.
(b) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), or if Executive resigns without Good Reason, the Company’s obligations to pay any compensation or benefits under this Agreement will cease effective as of the Termination Date and the Company shall pay to Executive the Accrued Obligation within thirty (30) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee or on the date that is six months following his Separation From Service if he is a Specified EmployeeEmployee unless an exemption is otherwise permitted under Section 409A. If Executive dies, the Company will also pay, when due and payable under the Annual Bonus plan, (x) Executive’s Annual Bonus with respect to any year that ended prior to the year in which the Termination Date occurs, and (y) the pro rata portion (based on the number of full and partial months employed during the year) of the amount of Executive’s Annual Bonus, if any, would have been for the year in which the Termination Date occurs if his employment had not been terminated. In addition, all restricted stock subject to forfeiture restrictions described in Section 3(d) above shall become fully vested and no longer be subject to forfeiture restrictions on the date of Executive’s death or disability. Following such payments, the Company shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the CompanyCompany or pursuant to Section 13 or 15 hereof.
(c) Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments or other rights under either Sections 6(a) or (b) above shall cease if Executive is in violation of the provisions of Sections 8 or 9 below.
(d) If the Executive retires at age 65 or older the Company shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan (x) Executive’s Annual Bonus with respect to any year that ended prior to the year in which the retirement date occurs, and (y) the pro rata portion (based on the number of any full and partial months employed during the year) of the amount Executive’s Annual Bonus that may Bonus, if any, would have been earned by for the Executive through year in which the retirement dateoccurs if he had not retired. No other amounts will be payable by the Company except as may be required by law, pursuant to Section 13 and 15 hereof or under the terms of an employee benefit plan of the Company.
(e) In no event shall Executive be obligated to seek other employment or take other action by way of mitigation of amounts payable under this Section 6. There shall be no offset by the Company against Executive’s entitlements under this Agreement for any compensation or other amounts that Executive earns from subsequent employment or engagement of his services.
Appears in 1 contract
Rights on Termination. (a) If during In the Service Term Executive’s employment is terminated under Section 5 above event (x) by the Company Employer terminates Employee's employment without Cause or (y) Employee resigns with Good Reason, then the Employer will pay to Employee (1) an amount equal to the Monthly Severance Payment for a period of twelve (12) months commencing on the Termination Date (the "Severance Period") on regular salary payment dates, and (2) if (and only if) the Termination Date is after 270 days have elapsed in the applicable fiscal year in which the Termination occurs, the Employee’s bonus compensation determined pursuant to Section 3(b) for the fiscal year in which the Termination occurs, pro-rated for the number of days that have elapsed from the first day of such fiscal year through the date of the Termination, but only to the extent such bonus is actually earned as determined by Executive the Employer based on the criteria established by the Employer, on such dates as bonuses are regularly paid pursuant to the bonus plan established by the Employer, in each case, subject to all applicable withholding taxes, other normal payroll deductions and any other amounts required by law to be withheld. In the event (x) the Employer terminates Employee's employment without Cause or (y) Employee resigns with Good Reason, then:
(i) The Company shall pay to Executive, at during the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From ServicePeriod, to the extent permitted under the Employer's employee medical and dental benefit plans and for so long as such plans remain in effect, Employee shall be entitled to the continuation of medical and dental benefits generally applicable to similarly situated senior management employees of the Employer pursuant to such employee medical and dental benefit plans; provided that if Employee is not theretofore paid;
so entitled to continued participation or any particular plan or it no longer remains in effect in a circumstance where Employee is otherwise entitled to continued medical and dental benefits under this subsection (3) a lump sum in cash A), during the Severance Period, the Employer shall pay to Employee an amount equal to what it contributed on behalf of Employee for participation in such medical and dental plans in the product of (x) 1/12 of the amount of the Annual Base Salary in effect immediately prior fiscal year. In the event Employee’s employment is terminated by Employer without Cause or by Employee with Good Reason, then the Non-Compete Provisions of Section 9 shall be void and Employee shall be released from their performance. In the event Employee's employment is terminated as a result of Employee's death or Disability, then the Employer will pay to Employee (or Employee's estate or representative) his salary and other statutory entitlements earned to the Termination Date subject to all applicable withholding taxes, other normal payroll deductions and (y) 12; and
(4) a lump sum in cash equal any other amounts required by law to be withheld. In the product of event, (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employer terminates Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.
(b) If the Company terminates Executive’s 's employment for Cause, if Executive dies or is disabled (as defined in Section 5(cy) above), or if Executive Employee resigns without Good Reason, the Company’s Employer's obligations to pay any salary, bonus, compensation or benefits under this Agreement Agreement, or under any other plan, program or coverage of the Employer, will cease to be effective on the Termination Date, except as otherwise required by applicable law and the Non-Compete provisions of Section 9 and Confidentiality provisions of Section 8 above shall be fully effective with respect to Employee throughout the remaining term of this Agreement computed as if such termination not occurred. If Employee's employment is terminated by the Employer with Cause or by Employee with Good Reason, and it is thereafter judicially determined that Cause or Good Reason for such termination does not exist, then Employee's employment shall be deemed to have been terminated without Cause or Good Reason, as applicable, as of the Termination Date and the Company shall pay to Executive the Accrued Obligation within thirty (30) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From ServiceIf matters constituting Cause or Good Reason, as applicable, become known to the extent not theretofore paidEmployer or to Employee within 60 days after the time that Employee's employment is terminated, within thirty (30) days following his Separation From Service if he is not a Specified Employee then either party may, by delivery of written notice to the other party, treat such termination as being with Cause or on the date that is six months following his Separation From Service if he is a Specified EmployeeGood Reason, as applicable. Following such payments, the Company shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the Company.
(c) Notwithstanding the foregoing, the Company’s Employer's obligation to Executive Employee for Severance Payments any payments or other rights under either Sections 6(a) subsections(A), (B), or (bE) above shall cease if Executive is be subject to the Employee (or his estate or representative, in violation the case of subsection (B) foregoing) having executed and delivered to the Employer and Employer a release containing such provisions reasonably satisfactory to the Employer and Employee, and such release not having been revoked by the Employee (or his estate or representative). Except as otherwise required by applicable law or as provided by subsection (A), (B), or (E) above, the Employer and Employer shall not have any further obligation to Employee with respect to any other salary, bonus, compensation, severance, payments or benefits after the Termination Date, and Employee shall not be entitled to any other salary, bonus, compensation, severance, payments or benefits from any of the provisions of Sections 8 Employer or 9 belowEmployer after the Termination Date.
(d) If the Executive retires at age 65 or older the Company shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the Company.
Appears in 1 contract
Sources: Employment Agreement (Green Global Investments, Inc.)
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by the Company without Cause or (yincluding by operation of the last paragraph of Section 1(c)(i)(D) by Executive with Good Reason, then:
(i) The Company shall pay to Executive, at the times specified in Section 6(a)(vii) belowabove), the following amounts Company will continue, for a period of six (6) months commencing on the Date of Termination (the “Severance PaymentsPeriod”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service), to the extent not theretofore paid;
(3) pay Executive a lump sum in cash equal to the product of (x) 1/12 of the amount monthly or bi-weekly portion of the Annual Base Salary on regular salary payment dates. During the Severance Period, the Company will also pay for Executive’s existing Company insurance coverage. The payments of Annual Base Salary and insurance premiums in effect immediately prior accordance with this Section 1(c)(iii)(A) are collectively referred to as “Severance Payments”. This Section 1(c)(iii)(A) shall not apply unless the Company and Executive have executed a general release in a form acceptable to the Termination Date and (y) 12; and
(4) Company. In addition, the Company will pay to Executive in a lump sum in cash equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purposeany accrued but unused vacation time.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.
(bB) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), or if Executive resigns without Good Reasonfor whatever reason (including by the Executive’s non-renewal of the Service Term under Section 1(f) below), the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) and all vesting under all stock options held by Executive will cease effective as of the Date of Termination. In such event, Executive’s rights under stock options vested prior to the Date of Termination Date and shall not be affected, except to the Company extent that Executive’s termination of employment accelerates the termination of such stock options. Executive’s right to receive any other health or other benefits, if any, will be determined under the provisions of applicable plans, programs or other coverages.
(C) If Executive’s employment terminates because of Executive’s death or permanent disability, then Executive or his estate shall pay be entitled to any disability income or life insurance payments from any insurance policies (other than any “key man” life insurance policy) paid for by the Company. In addition, if such death or disability occurs while Executive is employed hereunder, for a period of six (6) months commencing on the Accrued Obligation within thirty (30) days following date of such death or such disability is established, Executive or his estate shall be entitled to payment of his monthly or bi-weekly portion of the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee or on the date that is six months following his Separation From Service if he is a Specified Employeeregular salary payment dates. Following such payments, the Company shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the Company.
(c) Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments severance pay or other rights under either Sections 6(asubparagraphs (A) or (bB) above (the “Severance Pay”) shall cease if Executive is found by a court of law to be in material violation of the provisions of Sections 8 2 or 9 below.
(d) If the 3 hereof. Until such time as Executive retires at age 65 or older has received all of his Severance Payments, he will be entitled to continue to receive any health, life, accident and disability insurance benefits provided by the Company shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable to Executive under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the Companythis Agreement.
Appears in 1 contract
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by the Company without Cause or (y) including by operation of the last paragraph of Section 1(c)(i)(D)), the Company will continue to pay Executive a monthly amount equal to 200% of the monthly portion of the Annual Base Salary1 for a period equal to 24-months commencing on the date of termination on regular salary payment dates. In the event that termination is by Executive with Good Reason, then:
(i) The the Company shall will continue to pay Executive a monthly amount equal to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through the effective date 200% of the termination of Executive’s employment (the “Termination Date”) for periods following his Separation From Service, to the extent not theretofore paid;
(3) a lump sum in cash equal to the product of (x) 1/12 of the amount monthly portion of the Annual Base Salary in effect immediately prior for a period equal to twenty-four months commencing on the date of termination on regular salary payment dates. The payments to Executive pursuant to the Termination Date and foregoing two sentences are referred to as the “Severance Payments.” In either event, (y) 12; and
(4) a lump sum in cash equal to the product of (xi) the monthly basic life insurance premium applicable Company will continue to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12provide 1 100% of Annual Base Salary plus 100% Bonus. Executive may, at his option, convert his basic life insurance with healthcare coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purpose.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six 24 months following the date of Executive’s Separation From Service termination; (ii) the Restricted Stock Grant(s) shall be accumulated and paid become 100% fully vested; (iii) all stock options granted to Executive on the date that is six months following shall become 100% fully vested and shall remain exercisable for a period of one year after the date of his Separation From Servicetermination; and (iv) the Company will pay to Executive in a lump sum payment any accrued but unused vacation time.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.
(bB) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), Cause or if Executive resigns without Good ReasonReason (including by operation of the last paragraph of Section 1(c)(i)(E)), the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) and all vesting under the Restricted Stock Grant(s) and all stock options held by the Executive will cease effective as of the Termination Date and date of termination. Executive’s right to receive any other health or other benefits will be determined under the Company provisions of applicable plans, programs or other coverages.
(C) If Executive retires during the Service Term, the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall pay be paid to Executive the Accrued Obligation within thirty (30in a lump sum payment) days following the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee or on will cease effective as of the date that is six months following his Separation From Service if he is of termination. Notwithstanding the foregoing, all (i) stock options held by Executive shall become 100% vested and shall remain exercisable for a Specified Employeeperiod of one year after the date of termination and (ii) the Restricted Stock Grant(s) shall become 100% fully vested. Following such paymentsExecutive’s right to receive any other health or other benefits will be determined under the provisions of applicable plans, programs or other coverages.
(D) If Executive’s employment terminates because of Executive’s death or permanent disability, the Company shall have no further obligations will pay Executive or his estate an amount, if any, equal to the sum of (i) his accrued but unused vacation time and (ii) his bonus for the current year prorated to reflect the number of days Executive has worked during the year in which he dies or becomes permanently disabled (such amount to be paid after the end of such year when bonuses are normally paid to other than as may be required by law or the terms of an employee benefit plan senior executives of the Company.
(c). Notwithstanding the foregoing, all stock options and the Restricted Stock Grant(s) then held by Executive shall become 100% vested and shall remain exercisable for a period of one year after the date of death or permanent disability. Executive’s or his estate’s right to receive any other health or other benefits will be determined under the provisions of applicable plans, programs or other coverages. Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments severance pay or other rights under either Sections 6(asubparagraphs (A) or (bB) above (the “Severance Pay”) shall cease if Executive is in violation of the provisions of Sections 8 2 or 9 below.
(d) If the 3 hereof. Until such time as Executive retires at age 65 or older has received all of his Severance Payments, he will be entitled to continue to receive any health, life, accident and disability insurance benefits provided by the Company to Executive under this Agreement. If Executive dies or is permanently disabled, then Executive or his estate shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable under the Annual Bonus plan the pro rata portion of be entitled to any Annual Bonus that may have been earned disability income or life insurance payments from any insurance policies paid for by the Executive through the retirement date. No other amounts will be payable by the CompanyCompany or its Affiliates as specified in such policies.
Appears in 1 contract
Sources: Senior Executive Agreement (Global Imaging Systems Inc)
Rights on Termination. (aA) If during In the Service Term Executive’s employment event that termination is terminated under Section 5 above (x) by the Company without Cause (including by operation of the last paragraph of Section 1(c)(i)(D) above) or (y) by Executive with Good Reason, then:
the Company will continue, for a period of eighteen (i18) The Company shall pay to Executive, at the times specified in Section 6(a)(vii) below, the following amounts (the “Severance Payments”):
(1) the Accrued Obligation;
(2) Executive’s Annual Base Salary through months commencing on the effective date of the termination of Executive’s employment (the “Termination DateSeverance Period”) for periods following his Separation From Service), to the extent not theretofore paid;
(3) pay Executive a lump sum in cash equal to the product of (x) 1/12 of the amount monthly or bi-weekly portion of the Annual Base Salary on regular salary payment dates. During the Severance Period, the Company will also pay for Executive’s existing Company insurance coverage. The payments of Annual Base Salary and insurance premiums in effect immediately prior accordance with this Section 1(c)(iii)(A) are collectively referred to as “Severance Payments”. This Section 1(c)(iii)(A) shall not apply unless the Termination Date Company and Executive have executed a contingent mutual release in a form mutually acceptable to both the Company and Executive and is subject to paragraph (ye) 12; and
(4) below. In addition, the Company will pay to Executive in a lump sum in cash equal to the product of (x) the monthly basic life insurance premium applicable to Executive’s basic life insurance coverage immediately prior to the Termination Date and (y) 12. Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Termination Date by completing the forms required by the Company for this purposeany accrued but unused vacation time.
(ii) The Company will pay, when due and payable under the Annual Bonus plan, the pro rata portion, if any, of Executive’s Annual Bonus earned up until such Termination Date.
(iii) Subject to clause (iv), for 12 months following the Termination Date the Company shall arrange to provide Executive and his dependents medical insurance benefits substantially similar to those provided to Executive and his dependents immediately prior to the Termination Date (at no greater cost to Executive than such cost to Executive in effect immediately prior to the Termination Date, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 6(a)(iii), or in-kind benefits provided, during Executive’s taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of Executive. Executive’s right to reimbursement or in-kind benefits pursuant to this Section 6(a)(iii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 6(a)(iii) are taxable to Executive and are not otherwise exempt from Section 409A, if Executive is a Specified Employee, any amounts to which Executive would otherwise be entitled under this Section 6(a)(iii) during the first six months following the date of Executive’s Separation From Service shall be accumulated and paid to Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the benefits listed in clause (iii) of this Section 6(a) shall be reduced to the extent benefits of the same type are received by or made available to Executive during such period, and provided, further, that Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits.
(v) Payments and benefits provided to Executive under this Section 6 (other than Accrued Obligations) are contingent upon Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) Executive shall not be permitted to specify the taxable year in which a payment described in this Section 6 shall be made to him.
(vii) The Company shall pay Executive the amounts specified in Section 6(a)(i)(1) within thirty (30) days after the Termination Date. The Company shall pay to Executive the amounts specified in Sections 6(a)(i)(2), (3) and (4) on the date that is six months following the date of Executive’s Separation From Service. Further, the Company shall pay to Executive, on the date that is six months following Executive’s Separation From Service, an additional interest amount equal to the amount of interest that would be earned on the amounts specified in Sections 6(a)(i)(2), (3) and (4) and, to the extent subject to a mandatory six-month delay in payment, the amounts specified in Section 6(a)(iii), for the period commencing on the date of Executive’s Separation From Service until the date of payment of such amounts, calculated using an interest rate equal to the six month U.S. Treasury Rate in effect on the date of Executive’s Separation From Service.
(bB) If the Company terminates Executive’s employment for Cause, if Executive dies or is disabled (as defined in Section 5(c) above), or if Executive resigns without Good ReasonReason (including by operation of the last paragraph of Section 1(c)(i)(E)), the Company’s obligations to pay any compensation or benefits under this Agreement (other than accrued but unused vacation time which shall be paid to Executive in a lump sum payment) and all vesting under all stock options held by Executive will cease effective as of the Termination Date and date of termination. Executive’s right to receive any other health or other benefits, if any, will be determined under the Company provisions of applicable plans, programs or other coverages.
(C) If Executive’s employment terminates because of Executive’s death or permanent disability, then Executive or his estate shall pay be entitled to any disability income or life insurance payments from any insurance policies (other than any “key man” life insurance policy) paid for by the Company. In addition, if such death or disability occurs while Executive is employed hereunder, for a period of six (6) months commencing on the Accrued Obligation within thirty (30) days following date of such death or such disability is established, Executive or his estate shall be entitled to payment of his monthly or bi-weekly portion of the Termination Date. The Company shall pay to Executive his Annual Base Salary for periods following his Separation From Service, to the extent not theretofore paid, within thirty (30) days following his Separation From Service if he is not a Specified Employee or on the date that is six months following his Separation From Service if he is a Specified Employeeregular salary payment dates. Following such payments, the Company shall have no further obligations to Executive other than as may be required by law or the terms of an employee benefit plan of the Company.
(c) Notwithstanding the foregoing, the Company’s obligation to Executive for Severance Payments severance pay or other rights under either Sections 6(asubparagraphs (A) or (bB) above (the “Severance Pay”) shall cease if Executive is found by a court of law to be in material violation of the provisions of Sections 8 2 or 9 below.
(d) If the 3 hereof. Until such time as Executive retires at age 65 or older has received all of his Severance Payments, he will be entitled to continue to receive any health, life, accident and disability insurance benefits provided by the Company shall pay the Executive’s Annual Base Salary through the retirement date and shall also pay when due and payable to Executive under the Annual Bonus plan the pro rata portion of any Annual Bonus that may have been earned by the Executive through the retirement date. No other amounts will be payable by the Companythis Agreement.
Appears in 1 contract