Separation Benefit. (a) If Carmike at any time terminates Executive’s employment without Cause or if Executive resigns during his Protection Period for Good Reason, then: (b) Carmike shall pay Executive a total amount equal to (i) 2 times his Base Salary (at a rate equal to the highest level of Base Salary Executive was paid in the year prior to his termination of employment), plus (ii) 2 times his target Annual Bonus for the calendar year prior to the calendar year in which his termination of employment occurs. This severance benefit shall be payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive month period which starts on the date Executive has a separation from service (within he meaning of § 409A of the Code), subject to Section 7.1(e) below; (c) Any restrictions on any outstanding restricted stock granted to Executive by Carmike before January 1, 2013 immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable; (d) For the period described in § 7.1(b), Executive shall continue to be eligible to purchase substantially the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated; provided, however, Executive shall pay 100% of the cost of such coverage. Carmike shall reimburse Executive for the difference between the cost of the coverage to Executive and the premium that an active employee would pay for the same coverage (“Carmike’s cost of coverage”) as soon as practical after Executive pays such cost. Further, if Carmike cannot make such coverage available to Executive under Carmike’s employee benefit plans, policies or programs, either Carmike shall, at its election, (i) make such coverage and benefits available to Executive outside such plans, policies and programs (with Executive paying 100% of the cost of such coverage and any tax liability and Carmike reimbursing Executive an amount equal to Carmike’s cost of coverage (as described above) as soon as practical after Executive pays such costs) or (ii) Carmike shall reimburse Executive for Executive’s cost to purchase substantially similar coverage and benefits; provided, however in no event will Carmike be required to incur annual reimbursement costs in an amount exceeding 150% of Carmike’s cost of coverage (as described above) for a similarly situated active employee during the one (1) year period preceding the date Executive’s employment terminates. Executive at the end of the period described in § 7.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his employment had terminated at the end of such period; (e) If Executive is a “specified employee” (as defined in Treas. Reg. § 1.409A-1(i)), then each payment to which Executive is entitled under § 7.1 that is a payment of deferred compensation from a “nonqualified deferred compensation plan” (as defined in Treas. Reg. § 1.409A-1(a)) shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a “separation from service” (as defined in Treas. Reg. § 1.409A-1(h)).
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Separation Benefit. (a) If (i) Carmike at any time terminates Executive’s employment without Cause or if (ii) Executive resigns during his Protection Period for Good Reason, then:
(b) Carmike shall pay Executive a total amount equal to (i) 2 one (1) times his Base Salary (at a rate equal to base salary in effect on the highest level of Base Salary Executive was paid in the year prior to day before his termination of employment)or her employment terminates, plus (ii) 2 in the event Carmike terminates Executive’s employment without Cause during the Protection Period or Executive resigns for Good Reason during the Protection Period, one (1) times his target Annual Bonus annual bonus for the calendar year prior to the calendar year in which his termination of employment occurs, except that if Executive’s employment terminates in 2016, the annual bonus used in the calculation shall be his 2016 target bonus. This severance benefit shall be payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four twelve (2412) consecutive calendar month period which starts beginning with the calendar month that coincides with or next follows the sixty-day period beginning on the date Executive has a separation from service (within he the meaning of § 409A of the Code), subject to Section 7.1(e) below;.
(c) Any restrictions on any outstanding restricted stock granted to Executive by Carmike before January 1, 2013 immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable;
(d) For the period described in § 7.1(b3.1(b), Executive shall continue to be eligible to purchase substantially the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated; provided, however, Executive shall pay 100% of the cost of such coverage. Carmike shall reimburse Executive for the difference between the cost of the coverage to Executive and the premium that an active employee would pay for the same coverage (“Carmike’s cost of coverage”) as soon as practical after Executive pays such cost. Further, if Carmike cannot make such coverage available to Executive under Carmike’s employee benefit plans, policies or programs, either Carmike shall, at its election, (i) make such coverage and benefits available to Executive outside such plans, policies and programs (with Executive paying 100% of the cost of such coverage and any tax liability and Carmike reimbursing Executive an amount equal to Carmike’s cost of coverage (as described above) as soon as practical after Executive pays such costs) or (ii) Carmike shall reimburse Executive for Executive’s cost to purchase substantially similar coverage and benefits; provided, however in no event will Carmike be required to incur annual reimbursement costs in an amount exceeding 150% of Carmike’s cost of coverage (as described above) for a similarly situated active employee during the one (1) year period preceding the date Executive’s employment terminates. Executive at the end of the period described in § 7.1(b3.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his employment had terminated at the end of such period;
(e) If Executive is a “specified employee” (as defined in Treas. Reg. § 1.409A-1(i)), then each payment to which Executive is entitled under § 7.1 that is a payment of deferred compensation from a “nonqualified deferred compensation plan” (as defined in Treas. Reg. § 1.409A-1(a)) shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a “separation from service” (as defined in Treas. Reg. § 1.409A-1(h)).
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Separation Benefit. (a) If Carmike at any time terminates Executive’s 's employment without Cause or if Executive resigns during his or her Protection Period for Good Reason, then:
(b) Carmike shall pay Executive a total amount equal to two (i2.0) 2 times his Executive's Base Salary (at a rate equal to the highest level of Base Salary Executive was paid in the year prior to his termination of employment), plus (ii) 2 times his target Annual Bonus for the calendar year prior to the calendar year in which his termination of employment occurs. This severance benefit shall be payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive month period which starts on the date Executive's employment terminates;
(1) Each outstanding stock option granted to Executive has a separation from service by Carmike shall (within he meaning notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive's employment so terminates and shall (notwithstanding the terms under which such option was granted) remain exercisable for the remaining term of § 409A each such option (as determined as if there had been no such termination of Executive's employment) or for the remainder of the Codeperiod described in Section 2.1(b), whichever is less, subject to Section 7.1(ethe same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) below;
and (c2) Any any restrictions on any outstanding restricted stock granted grants to Executive by Carmike before January 1, 2013 immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s 's right to such stock shall be non-forfeitable;
(d) For Carmike shall continue for the period described in § 7.1(b), Section 2.1(b) to provide to Executive shall continue to be eligible to purchase substantially the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s 's employee benefit plans, policies and practices on the day before Executive’s 's employment terminatedterminated or, at Executive's election, on any date in the one (1) year period which ends on the date of such termination of employment; provided, however, Executive shall pay 100% of the cost of such coverage. Carmike shall reimburse Executive for the difference between the cost of the coverage to Executive and the premium that an active employee would pay for the same coverage
(“Carmike’s cost of coverage”1) as soon as practical after Executive pays such cost. Further, if Carmike cannot make provide such coverage available to Executive under Carmike’s 's employee benefit plans, policies or programs, Carmike either Carmike shall, at its election, (i) make shall provide such coverage and benefits available to Executive outside such plans, policies and programs (with Executive paying 100% of the cost of such coverage and any at no additional expense or tax liability and Carmike reimbursing to Executive an amount equal to Carmike’s cost of coverage (as described above) as soon as practical after Executive pays such costs) or (ii) Carmike shall reimburse Executive for Executive’s 's cost to purchase substantially similar such coverage and benefits; provided, however in no event will Carmike be required to incur annual reimbursement costs in an amount exceeding 150% of Carmike’s cost of coverage benefits and for any tax liability for such reimbursements and (as described above2) for a similarly situated active employee during the one (1) year period preceding the date Executive’s employment terminates. Executive at the end of the period described in § 7.1(bSection 2.1(b) shall have the right to elect healthcare continuation coverage under § Section 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his or her employment had terminated at the end of such period;
(e) If Executive is a “specified employee” (as defined in Treas. Reg. § 1.409A-1(i)), then each payment to which Executive is entitled under § 7.1 that is a payment of deferred compensation from a “nonqualified deferred compensation plan” (as defined in Treas. Reg. § 1.409A-1(a)) shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a “separation from service” (as defined in Treas. Reg. § 1.409A-1(h)).
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Separation Benefit. (a) If Carmike at any time terminates Executive’s employment without Cause or if Executive resigns during his or her Protection Period for Good Reason, then:
(b) Carmike shall pay Executive a total amount equal to two (i2.0) 2 times his Executive’s Base Salary (at a rate equal to the highest level of Base Salary Executive was paid in the year prior to his termination of employment), plus (ii) 2 times his target Annual Bonus for the calendar year prior to the calendar year in which his termination of employment occurs. This severance benefit shall be payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive month period which starts on the date Executive’s employment terminates;
(1) Each outstanding stock option granted to Executive has a separation from service by Carmike shall (within he meaning notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive’s employment so terminates and shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) days, or if less, for the remaining term of § 409A each such option (as determined as if there had been no such termination of the CodeExecutive’s employment), subject to Section 7.1(ethe same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) below;
and (c2) Any any restrictions on any outstanding restricted stock granted grants to Executive by Carmike before January 1, 2013 immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable;
(d) For Carmike shall continue for the period described in § 7.1(b), 2.1(b) to provide to Executive shall continue to be eligible to purchase substantially the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated; providedterminated or, howeverat Executive’s election, Executive shall pay 100% of on any date in the cost one (1) year period which ends on the date of such coverage. Carmike shall reimburse Executive for the difference between the cost termination of the coverage to Executive and the premium that an active employee would pay for the same coverage employment; provided (“Carmike’s cost of coverage”1) as soon as practical after Executive pays such cost. Further, if Carmike cannot make provide such coverage available to Executive under Carmike’s employee benefit plans, policies or programs, Carmike either Carmike shall, at its election, (i) make shall provide such coverage and benefits available to Executive outside such plans, policies and programs (with Executive paying 100% of the cost of such coverage and any at no additional expense or tax liability and Carmike reimbursing to Executive an amount equal to Carmike’s cost of coverage (as described above) as soon as practical after Executive pays such costs) or (ii) Carmike shall reimburse Executive for Executive’s cost to purchase substantially similar such coverage and benefits; provided, however in no event will Carmike be required to incur annual reimbursement costs in an amount exceeding 150% of Carmike’s cost of coverage benefits and for any tax liability for such reimbursements and (as described above2) for a similarly situated active employee during the one (1) year period preceding the date Executive’s employment terminates. Executive at the end of the period described in § 7.1(b2.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his or her employment had terminated at the end of such period;; provided, however,
(e) If Executive is a “specified employee” for purposes of § 409A of the Code (as “specified employee” is defined in Treas. RegRegs. § 1.409A-1(i)), then each payment to which Executive is entitled under this § 7.1 that is a payment of deferred compensation from a “nonqualified deferred compensation plan” (as defined in Treas. Reg. § 1.409A-1(a)) 2.1 shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a “separation from service” (as “separation from service” is defined in Treas. RegRegs. § 1.409A-1(h)).
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Separation Benefit. (a) If Carmike at any time terminates Executive’s employment without Cause or if Executive resigns during his Protection Period for Good Reason, then:
(b) Carmike shall pay Executive a total amount equal to (i) 2 times his Base Salary (at a rate equal to the highest level of Base Salary Executive was paid in the year prior to his termination of employment), plus and (ii) 2 times his target Annual Bonus for the calendar year prior to the calendar year in which his termination of employment occurs. This severance benefit shall be Bonus, payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive month period which starts on the date Executive has a separation from service (within he the meaning of § 409A of the Code), subject to Section 7.1(e) below;
(c1) Any Each outstanding and nonvested stock option granted to Executive by Carmike shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive’s employment so terminates and each outstanding stock option shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) days, or if less, for the remaining term of each such option (as determined as if there had been no such termination of Executive’s employment), subject to the same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) and (2) any restrictions on any outstanding restricted stock granted grants to Executive by Carmike before January 1, 2013 immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable;
(d) For Carmike shall continue for the period described in § 7.1(b), ) to provide to Executive shall continue to be eligible to purchase substantially the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminatedterminated or, at Executive’s election, on any date in the one (1) year period which ends on the date of such termination of employment; provided, however, Executive shall pay 100% of the cost of such coverage. coverage and Carmike shall reimburse Executive for the difference between the cost of the coverage to Executive and the premium that an active employee would pay for the same coverage (“Carmike’s portion of such cost of coverage”) as soon as practical after Executive pays such cost. Further, if Carmike cannot make provide such coverage available to Executive under Carmike’s employee benefit plans, policies or programs, either Carmike shall, at its election, (i) make shall provide such coverage and benefits available to Executive outside such plans, policies and programs at no additional expense or tax liability to Executive (with Executive paying 100% of the cost of such coverage and any tax liability and Carmike reimbursing Executive an amount equal to for such tax liability and Carmike’s cost portion of such coverage (as described above) as soon as practical after Executive pays such costs) or (ii) Carmike shall reimburse Executive for Executive’s cost to purchase substantially similar such coverage and benefits; provided, however in no event will Carmike be required to incur annual reimbursement costs in an amount exceeding 150% of Carmike’s cost of coverage (as described above) benefits and for a similarly situated active employee during the one (1) year period preceding the date Executive’s employment terminatesany tax liability for such reimbursements. Executive at the end of the period described in § 7.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his employment had terminated at the end of such period;; provided, however,
(e) If Executive is a “specified employee” for purposes of § 409A of the Code (as “specified employee” is defined in Treas. RegRegs. § 1.409A-1(i)), then each payment to which Executive is entitled under § 7.1 that is a payment of deferred compensation from a “nonqualified deferred compensation plan” (as defined in Treas. Reg. § 1.409A-1(a)7.1(b) shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a “separation from service” (as “separation from service” is defined in Treas. Reg. § 1.409A-1(h)409A of the Code).
Appears in 1 contract
Separation Benefit. (a) If (i) Carmike at any time terminates Executive’s employment without Cause or if (ii) Executive resigns during his Protection Period for Good Reason, then:
(b) Carmike shall pay Executive a total amount equal to two (i2) 2 times his Base Salary (at a rate equal to base salary in effect on the highest level of Base Salary Executive was paid in the year prior to day before his termination of employment)or her employment terminates, plus (ii) 2 times his target Annual Bonus for the calendar year prior to the calendar year in which his termination of employment occurs. This severance benefit shall be payable in equal monthly installments (subject to applicable tax withholdings) over the twenty-four (24) consecutive calendar month period which starts beginning with the calendar month that coincides with or next follows the sixty-day period beginning on the date Executive has a separation from service (within he the meaning of § 409A of the Code); provided, subject however, that if Executive has secured employment with another employer or is providing consulting services to Section 7.1(e) below;another business prior to or during the last 12 calendar months of such 24 month period (the “Second Year Payment Period”), such monthly payments required to be made by Carmike to Executive during the Second Year Payment Period will offset by compensation Executive earns from any such employment or services during the Second Year Payment Period. Executive covenants to promptly provide notice to Carmike upon securing such employment or providing such consulting services.
(c1) Any restrictions on any Each outstanding restricted and nonvested stock option granted to Executive by Carmike before January 1shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date Executive’s employment so terminates and each outstanding stock option shall (notwithstanding the terms under which such option was granted) remain exercisable for ninety (90) days, 2013 or if less, for the remaining term of each such option (as determined as if there had been no such termination of Executive’s employment), subject to the same terms and conditions as if Executive had remained employed by Carmike for such term or such period (other than any term or condition which gives Carmike the right to cancel any such option) and (2) any restrictions on any outstanding shares of Carmike restricted stock held by Executive immediately shall (notwithstanding the terms under which such grant was made) expire and Executive’s right to such stock shall be non-forfeitable;
(d) For the period described in § 7.1(b3.1(b), Executive shall continue to be eligible to purchase substantially the same health, dental and vision care coverage and life insurance coverage as Executive was provided under Carmike’s employee benefit plans, policies and practices on the day before Executive’s employment terminated; provided, however, Executive shall pay 100% of the cost of such coverage. Carmike shall reimburse Executive for the difference between the cost of the coverage to Executive and the premium that an active employee would pay for the same coverage (“Carmike’s cost of coverage”) as soon as practical after Executive pays such cost. Further, if Carmike cannot make such coverage available to Executive under Carmike’s employee benefit plans, policies or programs, either Carmike shall, at its election, (i) make such coverage and benefits available to Executive outside such plans, policies and programs (with Executive paying 100% of the cost of such coverage and any tax liability and Carmike reimbursing Executive an amount equal to Carmike’s cost of coverage (as described above) as soon as practical after Executive pays such costs) or (ii) Carmike shall reimburse Executive for Executive’s cost to purchase substantially similar coverage and benefits; provided, however in no event will Carmike be required to incur annual reimbursement costs in an amount exceeding 150% of Carmike’s cost of coverage (as described above) for a similarly situated active employee during the one (1) year period preceding the date Executive’s employment terminates. Executive at the end of the period described in § 7.1(b3.1(b) shall have the right to elect healthcare continuation coverage under § 4980B of the Code and the corresponding provisions of the Employee Retirement Income Security Act of 1974, as amended, as if his employment had terminated at the end of such period;
(e) If Executive is a “specified employee” (as defined in Treas. Reg. § 1.409A-1(i)), then each payment to which Executive is entitled under § 7.1 that is a payment of deferred compensation from a “nonqualified deferred compensation plan” (as defined in Treas. Reg. § 1.409A-1(a)) shall be delayed until the date which is six (6) months and one (1) day after the date Executive has a “separation from service” (as defined in Treas. Reg. § 1.409A-1(h)).
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