Severance Arrangements. a) If at any time from the date hereof through December 31, 2008 (the “Applicable Period”), your employment by the Company is terminated by you for Good Reason or by the Company without Cause, the Company shall pay or provide you with the following: (i) The sum of your base salary through the date of termination to the extent not theretofore paid, any declared and earned but unpaid bonus amount for the prior calendar year and reimbursement for any unreimbursed expenses incurred through the date of termination (“Accrued Obligations”); and (ii) $1,000,000, which amount shall be in lieu of any other payment to which you might otherwise be entitled under the Company’s Severance Plan. b) If during the Applicable Period your employment by the Company is terminated by the Company for Cause, this Agreement shall terminate without further obligation to you, except that the Company shall pay or provide you with the sum of your base salary through the date of termination to the extent not theretofore paid. You will not be eligible for any bonus for any period prior to or after the date of termination of your employment. c) Any payments payable pursuant to this Paragraph 1 beyond Accrued Obligations shall only be payable if you deliver to the Company a release, as similarly required under the Sotheby’s, Inc. Severance Plan, of any and all your claims (except with regard to claims for payments or benefits specifically payable or providable hereunder which are not yet paid as of the effective date of the release, claims for vested accrued benefits, claims under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or claims relating to any rights of indemnification under the Company’s certificate of incorporation or by-laws or claims under any directors and officers liability insurance policy) occurring up to the release date with regard to the Company and its respective past or present officers, directors and employees in such form as may be reasonably requested by the Company.
Appears in 2 contracts
Sources: Severance Agreement (Sothebys), Severance Agreement (Sothebys)
Severance Arrangements. a) If at any time from the date hereof through December 31, 2008 2013 (the “Applicable Period”), your employment by the Company is terminated by you for Good Reason or by the Company without Cause, the Company shall pay or provide you with the following:
(i) The Within fifteen (15) days of your termination date, payment of the sum of your (x) any unpaid base salary through the date of termination to the extent not theretofore paid, and (y) any declared unpaid and earned but unpaid bonus approved cash incentive compensation amount for the prior calendar year and prior to your date of termination; and, within sixty (60) days of your termination date, reimbursement for any approved unreimbursed expenses incurred through the date of termination (“Accrued Obligations”); and;
(ii) Two million and two hundred thousand dollars ($1,000,000, 2,200,000) which amount shall be in lieu of any other payment payments or benefits to which you might otherwise be entitled entitled, including but not limited to, any payments or benefits for which you could be eligible under the Company’s Sotheby’s, Inc. Severance Plan, any amended version of such Plan, or successor plan applicable at the time of termination (the “Plan”). This amount shall be paid within seventy-four (74) days of termination of employment, provided all conditions for receipt of this payment have been met; and
(iii) Eighteen (18) months of Company paid continued coverage under Sotheby’s group medical and dental insurance plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) in accordance with the terms of the applicable medical and dental plans beginning when your coverage would terminate as an employee; provided that you timely and properly elect COBRA continuation coverage.
b) If during the Applicable Period Period, your employment by the Company is terminated by the Company for Cause, this Agreement shall terminate without further obligation to you, except that the Company shall pay or provide you any Accrued Obligations as defined above and shall continue to be obligated to you with respect to vested benefits in accordance with the sum terms of your base salary through the date of termination to the extent not theretofore paidapplicable plans. You Other than Accrued Obligations, you will not be eligible for any bonus incentive compensation for any period prior to or after the date of termination of your employment.
c) If during the Applicable Period, your employment is terminated by the Company because of your permanent disability or death, this Agreement shall terminate without further obligation to you, except that the Company shall pay you or your estate any Accrued Obligations as defined above and shall continue to be obligated to you or your estate with respect to vested benefits in accordance with the terms of the applicable plans. Other than Accrued Obligations, you will not be eligible for any incentive compensation for any period prior to or after the date of termination of your employment.
d) You hereby agree to waive irrevocably any rights or benefits under the Plan in its current form, as it may be amended from time to time, or under a successor plan.
e) Any payments payable pursuant to this Paragraph 1 beyond Accrued Obligations shall only be payable if you deliver to the Company a release, in a form acceptable to the Company, as similarly required under the Sotheby’s, Inc. Severance Plan, of any and all your claims (except with regard to claims for payments or benefits specifically payable or providable hereunder which are not yet paid as of the effective date of the release, claims for vested accrued benefits, claims under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or claims relating to any rights of indemnification under the Company’s certificate of incorporation or by-laws or claims under any directors and officers liability insurance policy) occurring up to the release date with regard to the Company and its respective past or present officers, directors and employees in such form as may be reasonably requested by the Companyemployees.
Appears in 2 contracts
Sources: Severance Agreement, Severance Agreement (Sothebys)
Severance Arrangements. a) If at any time from In exchange for your execution of this Agreement, including the date hereof through December 31, 2008 (Release in paragraph 3 and the “Applicable Period”), your employment by the Company is terminated by you for Good Reason or by the Company without Causeadditional agreements in paragraph 4, the Company shall pay or provide you with agrees to the following:
(ia) The sum For a period of one year commencing on the Separation Date (the "Severance Period"), you will receive your base salary through at the date same rate of termination pay as, and on the same schedule as was customary for, your salary in effect immediately prior to the extent not theretofore paidSeparation Date (I.E., any declared and earned but unpaid bonus amount for the prior calendar year and reimbursement for any unreimbursed expenses incurred through the date of termination (“Accrued Obligations”$275,000 per annum); and.
(ii) $1,000,000, which amount shall be in lieu of any other payment to which you might otherwise be entitled under the Company’s Severance Plan.
b) If during During the Applicable Period your employment Severance Period, you will receive the same, if possible, or comparable medical benefits to those provided to you by the Company is terminated immediately prior to the Separation Date.
(c) Promptly after the separation date, the Company will pay to you in cash the amount of your unused vacation accrued through the Separation Date in accordance with the Company's policies.
(d) You will continue after the Separation Date to serve on the Company's Board of Directors (the "Board") as its Chairman (or, if after the date hereof the Board votes to designate another director as Chairman, as an outside director), and on such committees, and in such positions thereon, as the Board shall from time to time determine, in each case until the earliest to occur of your death, resignation, failure to be re-elected by the Company's stockholders, or receipt of a request by a majority of the members of the Board (excluding you) for your removal (in which case you will promptly resign from the Board and all committees thereof). For so long as you serve as a member of the Board, you will be entitled to such compensation and expense reimbursement arrangements as are generally made available to other outside directors serving on the Company's Board, the terms of which are described on EXHIBIT A attached hereto.
(e) You will be retained by the Company as an outside consultant for a one-year term commencing on the Separation Date, subject to renewal by the Company for Cause, this Agreement shall terminate without further obligation successive six-month terms upon written notice to you, except that the Company shall pay or provide you with the sum of your base salary through the date of termination prior to the extent not theretofore paid. You will not be eligible for end of any bonus for any period prior to such one-year or after the date of termination of your employment.
c) Any payments payable pursuant to this Paragraph 1 beyond Accrued Obligations shall only be payable if you deliver to the Company a releasesix-month term, as similarly required under applicable. During the Sotheby’s, Inc. Severance Plan, of any and all your claims period in which you are retained as a consultant:
(except with regard to claims for payments or benefits specifically payable or providable hereunder which are not yet paid as of the effective date of the release, claims for vested accrued benefits, claims under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or claims relating to any rights of indemnification under the Company’s certificate of incorporation or by-laws or claims under any directors and officers liability insurance policyi) occurring up to the release date with regard you will provide to the Company and its respective past Chief Executive Officer up to 20 hours per calendar month (or present officers, directors and employees in such form greater number of hours as may be reasonably is requested by the Company and reasonably agreed to by you) of such consulting and advisory services as the Chief Executive Officer shall from time to time direct, subject to your receipt of reasonable notice concerning the timing for your consulting responsibilities;
(ii) you will receive a consulting payment of $5,000 per month, which will cover up to 20 hours of consulting services in each such calendar month; if the number of hours of consulting services provided in any month exceeds 20 hours, such excess hours will be billed and paid at a rate of $250 per hour; hours worked in any particular day will be rounded to the next whole hour and will be recorded and submitted to the Company in good faith by you;
(iii) you will receive the same, if possible, or comparable medical benefits to those provided to you by the Company immediately prior to the Separation Date; and
(iv) you will be provided use of an executive office at Focal's Chicago headquarters. Your service as a consultant will terminate upon your death, resignation, or termination by the Board or the Company's Chief Executive Officer; PROVIDED that upon any termination by the Board or the Company's Chief Executive Officer, you will be entitled to receive the consulting payments and continuation of benefits described in clauses (ii) and (iii) of the preceding sentence until the end of the one-year or six-month term (as applicable) in which such termination occurs. Your retention by the Company as a consultant will be as an independent contractor, and will not give rise to any employment relationship with the Company.
(f) For purposes of the Restricted Stock Agreement, dated as of March 25, 2002, between you and the Company (the "Restricted Stock Agreement"), 50% of your
Appears in 1 contract
Severance Arrangements. a) If at any time from the date hereof through December 31, 2008 2017 (the “Applicable Period”), your employment by the Company is terminated by you for Good Reason or by the Company without Cause, the Company shall pay or provide you with the following:
(i) The Within fifteen (15) days of your termination date, payment of the sum of your (x) any unpaid base salary through the date of termination to the extent not theretofore paid, and (y) any declared unpaid and earned but unpaid bonus approved cash incentive compensation amount for the prior calendar year and prior to your date of termination; and, within sixty (60) days of your termination date, reimbursement for any approved unreimbursed expenses incurred through the date of termination (“Accrued Obligations”);
(ii) Within fifteen (15) days after approval thereof by the Compensation Committee, but no later than March 15 of the year following the bonus calendar year, any earned and unpaid cash incentive compensation amount for the calendar year prior to your date of termination, provided you were an employee on the last day of such prior calendar year; and
(iiiii) Two million and eight hundred thousand dollars ($1,000,000, 2.8 million) which amount shall be in lieu of any other payment payments or benefits to which you might otherwise be entitled entitled, including but not limited to, any payments or benefits for which you could be eligible under the Company’s Sotheby’s, Inc. Severance Plan, any amended version of such Plan, or successor plan (the “Plan”). This amount shall be paid within seventy-four (74) days of termination of employment, provided all conditions for receipt of this payment have been met and shall otherwise be forfeited.
b) If during the Applicable Period Period, your employment by the Company is terminated by the Company for Cause, this Agreement shall terminate without further obligation to you, except that the Company shall pay or provide you any Accrued Obligations as defined above and shall continue to be obligated to you with respect to vested benefits in accordance with the sum terms of your base salary through the date of termination to the extent not theretofore paidapplicable plans. You Other than Accrued Obligations, you will not be eligible for any bonus incentive compensation for any period prior to or after the date of termination of your employment.
c) If during the Applicable Period, your employment is terminated by the Company because of your permanent disability or death, this Agreement shall terminate without further obligation to you, except that the Company shall pay you or your estate any Accrued Obligations as defined above and shall continue to be obligated to you or your estate with respect to vested benefits in accordance with the terms of the applicable plans. Other than Accrued Obligations, you will not be eligible for any incentive compensation for any period prior to or after the date of termination of your employment.
d) During the term of this Agreement, you hereby agree to waive irrevocably any rights or benefits under the Plan in its current form, as it may be amended from time to time, or under a successor plan. Upon expiration of this Agreement, if you and the Company do not enter into a mutually agreed new severance agreement, you will become eligible for benefits under the terms of the Company’s severance plan in effect at that time.
e) Any payments payable pursuant to this Paragraph 1 beyond Accrued Obligations shall only be payable if you deliver to the Company a release, in a form acceptable to the Company, as similarly required under the Sotheby’s, Inc. Severance Plan, of any and all your claims (except with regard to claims for payments or benefits specifically payable or providable hereunder which are not yet paid as of the effective date of the release, claims for vested accrued benefits, claims under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)amended, or claims relating to any rights of indemnification under the Company’s certificate of incorporation or by-laws or claims under any directors and officers liability insurance policy) occurring up to the release date with regard to the Company and its respective past or present officers, directors and employees and such release becomes effective not later than the seventy-fourth (74th) day after termination of employment. If the seventy-four (74) day period spans more than one calendar year, any amounts payable pursuant to the Paragraph (1) in such form as may excess of Accrued Obligations shall not be reasonably requested by made earlier than the Companyfirst business day of the second calendar year.
Appears in 1 contract
Sources: Severance Agreement (Sothebys)
Severance Arrangements. (a) If at any time from the date hereof through December 31, 2008 2015 (the “Applicable Period”), your employment by the Company is terminated by you for Good Reason or by the Company without Cause, the Company shall shall, in addition to continuing to indemnify you in accordance with the Company’s Charter and By-Laws, pay or provide you with the following:
(i) The sum (x) Within fifteen (15) days of your termination date, payment of any unpaid base salary salary, signing bonus, accrued vacation, unpaid Business Development Allowance expenses, unpaid car allowance expenses, unpaid financial planning allowance expenses and legal expense reimbursement through the date of termination, (y) within sixty (60) days of your termination to the extent not theretofore paiddate, any declared and earned but unpaid bonus amount for the prior calendar year and reimbursement for any unreimbursed travel and entertainment expenses incurred through the date of termination termination, and (z) any amounts to which you are entitled under the Company’s benefit plans in accordance with their terms (“Accrued Obligations”); and;
(ii) Within fifteen (15) days after approval thereof by the Compensation Committee, but no later than March 15 of the year following the bonus calendar year, any earned and unpaid cash incentive compensation amount for the calendar year prior to your date of termination, or for the 2013 calendar year if your termination occurs in 2013, notwithstanding that you are no longer an employee on the date of payment, but provided that, other than in the case of the 2013 cash incentive compensation amount, you were an employee on the last day of such prior calendar year;
(iii) $1,000,000, 3,750,000 which amount shall be in lieu of any other payment severance payments or benefits to which you might may otherwise be entitled except as expressly set forth herein or for which you could be eligible under the Company’s Sotheby’s, Inc. Severance Plan, any amended version of such Plan, or successor plan (the “Severance Plan”). This amount shall be paid within forty-five (45) days of termination of employment, subject to the Release described in paragraph (e) below, if required to be delivered by you pursuant to paragraph (e) below, having become effective within such forty-five (45) day period; and
(iv) Eighteen (18) months of Company paid continued coverage under Sotheby’s group medical and dental insurance plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) in accordance with the terms of the applicable medical and dental plans beginning when your coverage would terminate as an employee; provided that you timely and properly elect COBRA continuation coverage.
(b) If during the Applicable Period Period, your employment by the Company is terminated by the Company for Cause, or you terminate your employment without Good Reason, other than on account of death or Permanent Disability, the Company shall have no further obligations to you under this Agreement shall terminate without further obligation to youAgreement, except that the Company shall pay or provide you any Accrued Obligations as defined above, other than any unpaid signing bonus, and shall continue to indemnify you in accordance with the sum provisions of the Company’s Charter and By-laws.
(c) If during the Applicable Period, your employment is terminated by the Company because of your base salary through Permanent Disability or death, the Company shall have no further obligations to you under this Agreement, except that the Company shall pay you or your estate (i) any Accrued Obligations as defined above and (ii) any earned and unpaid cash incentive compensation amount for the calendar year prior to your date of termination notwithstanding that you are no longer an employee on the date of termination payment, but provided that, other than in the case of the 2013 cash incentive compensation amount, you were an employee on the last day of such prior calendar year. In addition, the Company shall continue to indemnify you in accordance with the extent not theretofore paidprovisions of the Company’s Charter and By-laws.
(d) During the term of this Agreement, you hereby agree to waive any rights or benefits under the Severance Plan. You Upon expiration of this Agreement at the end of the Applicable Period (or later, if you and the Company have entered into a mutually agreed new severance agreement providing for such waiver), you will not be become eligible for any bonus for any period prior to or after benefits under the date terms of termination of your employmentthe Company’s Severance Plan as then in effect.
c(e) Any payments payable pursuant to this Paragraph 1 beyond (1) in excess of Accrued Obligations shall only be payable if you deliver to the Company a release, as similarly required under in the Sotheby’s, Inc. Severance Plan, form of any and all your claims Exhibit C hereto (except with regard to claims for payments or benefits specifically payable or providable hereunder which are not yet paid as of the effective date of the release, claims for vested accrued benefits, claims under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRARelease”), or claims relating and such Release becomes effective not later than the forty-fifth day after termination of employment; provided, however, that you shall only be required to deliver the Release if the Company has executed the Release within such forty-five day period. If the forty-five (45) day period spans more than one calendar year, any amounts payable pursuant to this Paragraph (1) in excess of Accrued Obligations shall not be made earlier than the first business day of the second calendar year.
(f) You shall have no duty to mitigate with respect to any rights of indemnification benefits under the Company’s certificate of incorporation or by-laws or claims under any directors and officers liability insurance policy) occurring up to the release date with regard to the Company and its respective past or present officers, directors and employees in such form as may be reasonably requested by the Companythis Paragraph (1).
Appears in 1 contract
Sources: Severance Agreement (Sothebys)
Severance Arrangements. a) If at any time from the date hereof through December 31, 2008 2013 (the “Applicable Period”), your employment by the Company is terminated by you for Good Reason or by the Company without Cause, the Company shall pay or provide you with the following:
(i) The Within fifteen (15) days of your termination date, payment of the sum of your (x) any unpaid base salary through the date of termination to the extent not theretofore paid, and (y) any declared unpaid and earned but unpaid bonus approved cash incentive compensation amount for the prior calendar year and prior to your date of termination; and, within sixty (60) days of your termination date, reimbursement for any approved unreimbursed expenses incurred through the date of termination (“Accrued Obligations”); and;
(ii) $1,000,000, Twice the amount of your annual base salary at the time of your termination (“Base Salary”) plus two months of your Base Salary for each full year of employment at Sotheby’s which amount shall be in lieu of any other payment payments or benefits to which you might otherwise be entitled entitled, including but not limited to, any payments or benefits for which you could be eligible under the Company’s Sotheby’s, Inc. Severance Plan, any amended version of such Plan, or successor plan (the “Plan”). This amount shall be paid within seventy-four (74) days of termination of employment, provided all conditions for receipt of this payment have been met and shall otherwise be forfeited; and
(iii) Twelve (12) months plus one additional month for each full year of employment at Sotheby’s up to a maximum amount of eighteen (18) months of Company paid continued coverage under Sotheby’s group medical and dental insurance plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) in accordance with the terms of the applicable medical and dental plans beginning when your coverage would terminate as an employee; provided that you timely and properly elect COBRA continuation coverage.
b) If during the Applicable Period Period, your employment by the Company is terminated by the Company for Cause, this Agreement shall terminate without further obligation to you, except that the Company shall pay or provide you any Accrued Obligations as defined above and shall continue to be obligated to you with respect to vested benefits in accordance with the sum terms of your base salary through the date of termination to the extent not theretofore paidapplicable plans. You Other than Accrued Obligations, you will not be eligible for any bonus incentive compensation for any period prior to or after the date of termination of your employment.
c) If during the Applicable Period, your employment is terminated by the Company because of your permanent disability or death, this Agreement shall terminate without further obligation to you, except that the Company shall pay you or your estate any Accrued Obligations as defined above and shall continue to be obligated to you or your estate with respect to vested benefits in accordance with the terms of the applicable plans. Other than Accrued Obligations, you will not be eligible for any incentive compensation for any period prior to or after the date of termination of your employment.
d) During the term of this Agreement, you hereby agree to waive irrevocably any rights or benefits under the Plan in its current form, as it may be amended from time to time, or under a successor plan. Upon expiration of this Agreement, if you and the Company do not enter into a mutually agreed new severance agreement, you will become eligible for benefits under the terms of the Company’s severance plan in effect at that time.
e) This Agreement may be terminated by mutual consent of the Parties without any payment obligation.
f) Any payments payable pursuant to this Paragraph 1 beyond Accrued Obligations shall only be payable if you deliver to the Company a release, in a form acceptable to the Company, as similarly required under the Sotheby’s, Inc. Severance Plan, of any and all your claims (except with regard to claims for payments or benefits specifically payable or providable hereunder which are not yet paid as of the effective date of the release, claims for vested accrued benefits, claims under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or claims relating to any rights of indemnification under the Company’s certificate of incorporation or by-laws or claims under any directors and officers liability insurance policy) occurring up to the release date with regard to the Company and its respective past or present officers, directors and employees in and such form as may be reasonably requested by release becomes effective not later than the Companyseventy-fourth day after termination of employment.
Appears in 1 contract
Sources: Severance Agreement (Sothebys)
Severance Arrangements. a) If at any time from the date hereof through December 31, 2008 2014 (the “Applicable Period”), your employment by the Company is terminated by you for Good Reason or by the Company without Cause, the Company shall pay or provide you with the following:
(i) The Within fifteen (15) days of your termination date, payment of the sum of your (x) any unpaid base salary through the date of termination to the extent not theretofore paid, and (y) any declared unpaid and earned but unpaid bonus approved cash incentive compensation amount for the prior calendar year and prior to your date of termination; and, within sixty (60) days of your termination date, reimbursement for any approved unreimbursed expenses incurred through the date of termination (“Accrued Obligations”); and
(ii) $1,000,000, Three times your annual base salary at the time of your termination plus the total amount of the cash incentive compensation actually paid to you for the last three years prior to your termination date which amount shall be in lieu of any other payment payments or benefits to which you might otherwise be entitled entitled, including but not limited to, any payments or benefits for which you could be eligible under the Company’s Sotheby’s, Inc. Severance Plan, any amended version of such Plan, or successor plan (the “Plan”). This amount shall be paid within seventy-four (74) days of termination of employment, provided all conditions for receipt of this payment have been met and shall otherwise be forfeited.
b) If during the Applicable Period Period, your employment by the Company is terminated by the Company for Cause, this Agreement shall terminate without further obligation to you, except that the Company shall pay or provide you any Accrued Obligations as defined above and shall continue to be obligated to you with respect to vested benefits in accordance with the sum terms of your base salary through the date of termination to the extent not theretofore paidapplicable plans. You Other than Accrued Obligations, you will not be eligible for any bonus incentive compensation for any period prior to or after the date of termination of your employment.
c) If during the Applicable Period, your employment is terminated by the Company because of your permanent disability or death, this Agreement shall terminate without further obligation to you, except that the Company shall pay you or your estate any Accrued Obligations as defined above and shall continue to be obligated to you or your estate with respect to vested benefits in accordance with the terms of the applicable plans. Other than Accrued Obligations, you will not be eligible for any incentive compensation for any period prior to or after the date of termination of your employment.
d) During the term of this Agreement, you hereby agree to waive irrevocably any rights or benefits under the Plan in its current form, as it may be amended from time to time, or under a successor plan. Upon expiration of this Agreement, if you and the Company do not enter into a mutually agreed new severance agreement, you will become eligible for benefits under the terms of the Company’s severance plan in effect at that time.
e) This Agreement may be terminated by mutual consent of the Parties without any payment obligation.
f) Any payments payable pursuant to this Paragraph 1 beyond Accrued Obligations shall only be payable if you deliver to the Company a release, in a form acceptable to the Company, as similarly required under the Sotheby’s, Inc. Severance Plan, of any and all your claims (except with regard to claims for payments or benefits specifically payable or providable hereunder which are not yet paid as of the effective date of the release, claims for vested accrued benefits, claims under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)amended, or claims relating to any rights of indemnification under the Company’s certificate of incorporation or by-laws or claims under any directors and officers liability insurance policy) occurring up to the release date with regard to the Company and its respective past or present officers, directors and employees and such release becomes effective not later than the seventy-fourth (74th) day after termination of employment. If the seventy-four (74) day period spans more than one calendar year, any amounts payable pursuant to the Paragraph (1) in such form as may excess of Accrued Obligations shall not be reasonably requested by made earlier than the Companyfirst business day of the second calendar year.
Appears in 1 contract
Sources: Severance Agreement (Sothebys)
Severance Arrangements. a) If at any time from the date hereof through December 31May 5, 2008 2016 (the “Applicable Period”), your employment by the Company is terminated by you for Good Reason or by the Company without Cause, the Company shall pay or provide you with the following:
(i) The Within fifteen (15) days of your termination date, payment of the sum of your any unpaid base salary through the date of termination to the extent not theretofore paid, and within sixty (60) days of your termination date any declared unpaid and earned but unpaid bonus approved cash incentive compensation amount for the prior calendar year and prior to your date of termination; and, reimbursement for any approved unreimbursed expenses incurred through the date of termination (“Accrued Obligations”); and;
(ii) Payment of $1,000,0001,475,000, which amount shall be in lieu of any other payment payments or benefits to which you might otherwise be entitled entitled, including but not limited to, any payments or benefits for which you could be eligible under the Company’s Sotheby’s, Inc. Severance Plan, any amended version of such Plan, or successor plan (the “Plan”). This amount shall be paid within seventy-four (74) days of termination of employment, provided all conditions for receipt of this payment have been met and shall otherwise be forfeited.
b) If during the Applicable Period Period, your employment by the Company is terminated by the Company for Cause, this Agreement shall terminate without further obligation to you, except that the Company shall pay or provide you any Accrued Obligations as defined above and shall continue to be obligated to you with respect to vested benefits in accordance with the sum terms of your base salary through the date of termination to the extent not theretofore paidapplicable plans. You Other than Accrued Obligations, you will not be eligible for any bonus incentive compensation for any period prior to or after the date of termination of your employment.
c) If during the Applicable Period, your employment is terminated by the Company because of your permanent disability or death, this Agreement shall terminate without further obligation to you, except that the Company shall pay you or your estate any Accrued Obligations as defined above and shall continue to be obligated to you or your estate with respect to vested benefits in accordance with the terms of the applicable plans. Other than Accrued Obligations, you will not be eligible for any incentive compensation for any period prior to or after the date of termination of your employment.
d) During the term of this Agreement, you hereby agree to waive irrevocably any rights or benefits under the Plan in its current form, as it may be amended from time to time, or under a successor plan. Upon expiration of this Agreement, if you and the Company do not enter into a mutually agreed new severance agreement, you will become eligible for benefits under the terms of the Company’s severance plan in effect at that time.
e) This Agreement may be terminated by mutual consent of the Parties without any payment obligation.
f) Any payments payable pursuant to this Paragraph 1 beyond Accrued Obligations shall only be payable if you deliver to the Company a release, in a form acceptable to the Company, as similarly required under the Sotheby’s, Inc. Severance Plan, of any and all your claims (except with regard to claims for payments or benefits specifically payable or providable hereunder which are not yet paid as of the effective date of the release, claims for vested accrued benefits, claims under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)amended, or claims relating to any rights of indemnification under the Company’s certificate of incorporation or by-laws or claims under any directors and officers liability insurance policy) occurring up to the release date with regard to the Company and its respective past or present officers, directors and employees and such release becomes effective not later than the seventy-fourth (74th) day after termination of employment. If the seventy-four (74) day period spans more than one calendar year, any amounts payable pursuant to the Paragraph (1) in such form as may excess of Accrued Obligations shall not be reasonably requested by made earlier than the Companyfirst business day of the second calendar year.
Appears in 1 contract
Sources: Severance Agreement (Sothebys)
Severance Arrangements. a) If at any time from In the date hereof through December 31, 2008 (the “Applicable Period”), event that your employment by with the Company is terminated by the Company without "Cause" (as defined below), you for Good Reason will be entitled to receive twelve months of your base salary at the time of termination (without giving effect to any reduction in salary occurring at any time prior to such termination) as severance pay, payable in equal monthly installments commencing the day of such termination, provided that you execute and deliver to the Company, and not revoke, a full release of all potential claims against the Company reasonably satisfactory in form and substance to the Company. For purposes of this letter, the Company will be deemed to have terminated your employment without Cause if you voluntarily terminate employment with the Company because (a) you are required by the Company to relocate away from the Denver, Colorado metropolitan area or to accept a reduction in base salary or benefits or (b) of a breach of the Company's representations and warranties. If at any time during the severance pay period associated with a termination or deemed termination of your employment by the Company without Cause, the Company shall pay fails to make any such payment on the date due or provide you within 10 days after written notice to the Company in accordance with the following:
Stock Option Agreement (idescribed below) The sum that such payment is delinquent, you will automatically be released in full from all further obligations under the Noncompetition Agreement you are executing contemporaneously with the signing of this letter, as described below (the "Noncompetition Agreement"), and notwithstanding any such Noncompetition Agreement release in the case of such termination or deemed termination without Cause, the Company will remain liable for payment in full of all of the twelve months' of severance payments remaining unpaid. If you voluntarily terminate employment with the Company (except as described in the last sentence of the first paragraph under this heading "Severance Arrangements"), you will be entitled to twelve months of your base salary through at the date time of termination to the extent not theretofore paid, any declared and earned but unpaid bonus amount for the prior calendar year and reimbursement for any unreimbursed expenses incurred through the date of such termination (“Accrued Obligations”); and
(iiwithout giving effect to any reduction in salary occurring at any time prior to such termination) $1,000,000as severance pay, which amount shall be in lieu of any other payment to which you might otherwise be entitled under the Company’s Severance Plan.
b) If during the Applicable Period your employment by the Company is terminated by the Company for Cause, this Agreement shall terminate without further obligation to you, except provided that the Company shall pay or provide you with the sum of your base salary through the date of termination to the extent not theretofore paid. You will not be eligible for obligated to pay any bonus for any period prior to or such severance otherwise payable after the date of termination of your employment.
c) Any payments payable pursuant it delivers written notice to this Paragraph 1 beyond Accrued Obligations shall only be payable if you deliver to the Company a release, as similarly required releasing you in full from all further obligations under the Sotheby’s, Inc. Severance Plan, of any and all your claims (except with regard to claims for payments or benefits specifically payable or providable hereunder which are not yet paid as of the effective date of the release, claims for vested accrued benefits, claims under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or claims relating to any rights of indemnification under the Company’s certificate of incorporation or by-laws or claims under any directors and officers liability insurance policy) occurring up to the release date with regard to the Company and its respective past or present officers, directors and employees in such form as may be reasonably requested by the CompanyNoncompetition Agreement.
Appears in 1 contract
Severance Arrangements. a) If at any time from the date hereof through December 31, 2008 three years (the “Applicable Period”), your employment by the Company is terminated by you for Good Reason or by the Company without Cause, the Company shall pay or provide you with the following:
(i) The Within fifteen (15) days of your termination date, payment of the sum of your (x) any unpaid base salary through the date of termination to the extent not theretofore paid, and (y) any declared unpaid and earned but unpaid bonus approved cash incentive compensensation amount for the prior calendar year and prior to your date of termination; and, within sixty (60) days of your termination date, reimbursement for any approved unreimbursed expenses incurred through the date of termination (“Accrued Obligations”); and;
(ii) $1,000,000, Twice the amount of your annual base salary at the time of your termination (not to include any salary reduction agreed to in 2009) (“Base Salary”) plus two months of your Base Salary for each full year of employment at Sotheby’s which amount shall be in lieu of any other payment payments or benefits to which you might otherwise be entitled entitled, including but not limited to, any payments or benefits for which you could be eligible under the Company’s Sotheby’s, Inc. Severance Plan, any amended version of such Plan, or successor plan (the “Plan”). This amount shall be paid within seventy-four (74) days of termination of employment, provided all conditions for receipt of this payment have been met; and
(iii) Twelve (12) months plus one additional month for each full year of employment at Sotheby’s up to a maximum amount of eighteen (18) months of Company paid continued coverage under Sotheby’s group medical and dental insurance plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) in accordance with the terms of the applicable medical and dental plans beginning when your coverage would terminate as an employee; provided that you timely and properly elect COBRA continuation coverage.
b) If during the Applicable Period Period, your employment by the Company is terminated by the Company for Cause, this Agreement shall terminate without further obligation to you, except that the Company shall pay or provide you any Accrued Obligations as defined above and shall continue to be obligated to you with respect to vested benefits in accordance with the sum terms of your base salary through the date of termination to the extent not theretofore paidapplicable plans. You Other than Accrued Obligations, you will not be eligible for any bonus incentive compensation for any period prior to or after the date of termination of your employment.
c) If during the Applicable Period, your employment is terminated by the Company because of your permanent disability or death, this Agreement shall terminate without further obligation to you, except that the Company shall pay you or your estate any Accrued Obligations as defined above and shall continue to be obligated to you or your estate with respect to vested benefits in accordance with the terms of the applicable plans. Other than Accrued Obligations, you will not be eligible for any incentive compensation for any period prior to or after the date of termination of your employment.
d) During the term of this Agreement, you hereby agree to waive irrevocably any rights or benefits under the Plan in its current form, as it may be amended from time to time, or under a successor plan. Upon expiration of this Agreement, if you and the Company do not enter into a mutually agreed new severance agreement, you will become eligible for benefits under the terms of the Company’s severance plan in effect at that time.
e) Any payments payable pursuant to this Paragraph 1 beyond Accrued Obligations shall only be payable if you deliver to the Company a release, in a form acceptable to the Company, as similarly required under the Sotheby’s, Inc. Severance Plan, of any and all your claims (except with regard to claims for payments or benefits specifically payable or providable hereunder which are not yet paid as of the effective date of the release, claims for vested accrued benefits, claims under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or claims relating to any rights of indemnification under the Company’s certificate of incorporation or by-laws or claims under any directors and officers liability insurance policy) occurring up to the release date with regard to the Company and its respective past or present officers, directors and employees in such form as may be reasonably requested by the Companyemployees.
Appears in 1 contract
Sources: Severance Agreement (Sothebys)
Severance Arrangements. a) If at any time from In exchange for your execution of this Agreement, including the date hereof through December 31, 2008 (Release in paragraph 3 and the “Applicable Period”), your employment by the Company is terminated by you for Good Reason or by the Company without Causeadditional agreements in paragraph 4, the Company shall pay or provide you with agrees to the following:
(ia) The sum For a period of one year commencing on the Separation Date (the "Severance Period"), you will receive your base salary through at the date same rate of termination pay as, and on the same schedule as was customary for, your salary in effect immediately prior to the extent not theretofore paidSeparation Date (I.E., any declared and earned but unpaid bonus amount for the prior calendar year and reimbursement for any unreimbursed expenses incurred through the date of termination (“Accrued Obligations”$275,000 per annum); and.
(ii) $1,000,000, which amount shall be in lieu of any other payment to which you might otherwise be entitled under the Company’s Severance Plan.
b) If during During the Applicable Period your employment Severance Period, you will receive the same, if possible, or comparable medical benefits to those provided to you by the Company is terminated immediately prior to the Separation Date.
(c) Promptly after the separation date, the Company will pay to you in cash the amount of your unused vacation accrued through the Separation Date in accordance with the Company's policies.
(d) You will continue after the Separation Date to serve on the Company's Board of Directors (the "Board") as its Chairman (or, if after the date hereof the Board votes to designate another director as Chairman, as an outside director), and on such committees, and in such positions thereon, as the Board shall from time to time determine, in each case until the earliest to occur of your death, resignation, failure to be re-elected by the Company's stockholders, or receipt of a request by a majority of the members of the Board (excluding you) for your removal (in which case you will promptly resign from the Board and all committees thereof). For so long as you serve as a member of the Board, you will be entitled to such compensation and expense reimbursement arrangements as are generally made available to other outside directors serving on the Company's Board, the terms of which are described on EXHIBIT A attached hereto.
(e) You will be retained by the Company as an outside consultant for a one-year term commencing on the Separation Date, subject to renewal by the Company for Cause, this Agreement shall terminate without further obligation successive six-month terms upon written notice to you, except that the Company shall pay or provide you with the sum of your base salary through the date of termination prior to the extent not theretofore paid. You will not be eligible for end of any bonus for any period prior to such one-year or after the date of termination of your employment.
c) Any payments payable pursuant to this Paragraph 1 beyond Accrued Obligations shall only be payable if you deliver to the Company a releasesix-month term, as similarly required under applicable. During the Sotheby’s, Inc. Severance Plan, of any and all your claims period in which you are retained as a consultant:
(except with regard to claims for payments or benefits specifically payable or providable hereunder which are not yet paid as of the effective date of the release, claims for vested accrued benefits, claims under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or claims relating to any rights of indemnification under the Company’s certificate of incorporation or by-laws or claims under any directors and officers liability insurance policyi) occurring up to the release date with regard you will provide to the Company and its respective past Chief Executive Officer up to 20 hours per calendar month (or present officers, directors and employees in such form greater number of hours as may be reasonably is requested by the Company and reasonably agreed to by you) of such consulting and advisory services as the Chief Executive Officer shall from time to time direct, subject to your receipt of reasonable notice concerning the timing for your consulting responsibilities;
(ii) you will receive a consulting payment of $5,000 per month, which will cover up to 20 hours of consulting services in each such calendar month; if the number of hours of consulting services provided in any month exceeds 20 hours, such excess hours will be billed and paid at a rate of $250 per hour; hours worked in any particular day will be rounded to the next whole hour and will be recorded and submitted to the Company in good faith by you;
(iii) you will receive the same, if possible, or comparable medical benefits to those provided to you by the Company immediately prior to the Separation Date; and
(iv) you will be provided use of an executive office at Focal's Chicago headquarters. Your service as a consultant will terminate upon your death, resignation, or termination by the Board or the Company's Chief Executive Officer; PROVIDED that upon any termination by the Board or the Company's Chief Executive Officer, you will be entitled to receive the consulting payments and continuation of benefits described in clauses (ii) and (iii) of the preceding sentence until the end of the one-year or six-month term (as applicable) in which such termination occurs. Your retention by the Company as a consultant will be as an independent contractor, and will not give rise to any employment relationship with the Company.
(f) For purposes of the Restricted Stock Agreement, dated as of March 25, 2002, between you and the Company (the "Restricted Stock Agreement"), 50% of your "Restricted Shares" will become "Vested Restricted Shares" under such agreement on the Separation Date. With respect to the remainder of your "Restricted Shares" under the Restricted Stock Agreement, such shares will vest over the period from January 1, 2003 through January 1, 2006 in the percentages set forth in the vesting schedule in Section 2(a) of the Restricted Stock Agreement; PROVIDED that the acceleration of vesting provisions in Sections 2(b) and (c) will be terminated and will no longer be of any force or effect; AND PROVIDED FURTHER that vesting will cease and no "Restricted Shares" will vest under the Restricted Stock Agreement at any time after the date on which you cease both your service on the Company's Board pursuant to paragraph 2(c) and your service as a consultant pursuant to paragraph 2(d) above.
(g) During the period in which you serve on the Company's Board pursuant to paragraph 2(c) and/or as a consultant pursuant to paragraph 2(d) above, the Company will (i) provide a DSL line in your home free of charge to you; (ii) provide you with an e-mail account hosted on the Company's server; and (iii) reimburse you for all reasonable out-of-pocket business expenses (including mobile phone charges) incurred by you as required in the course of performing your duties under this letter agreement, subject to the Company's policies regarding reimbursement of such expenses and the Company's requirements regarding reporting and documentation of such expenses.
(h) Promptly after the Separation Date, the Company will reimburse you for all reasonable out-of-pocket fees and expenses of one legal counsel to you incurred prior to the date hereof in connection with the review, negotiation, and execution of this letter agreement. All payments and other arrangements under this Section 2 (the "Severance Arrangements") will be subject to any applicable withholding obligations of the Company under applicable laws. Such Severance Arrangements will not be paid or become effective until this agreement becomes effective and enforceable. You understand and agree that you will not receive the payments and benefits described in this paragraph 2 unless you execute this Agreement and do not breach this Agreement. Such Severance Arrangements shall not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by the Company or any of its affiliates. You understand that the Severance Arrangements made to you represent consideration for signing this Agreement (including the Release set forth in paragraph 3) and are not salary, wages or benefits to which you were already entitled. You also acknowledge and represent that you have already received everything to which you were entitled by virtue of your employment relationship with the Company.
Appears in 1 contract
Severance Arrangements. a) If at any time from the date hereof through December 31, 2008 three years (the “Applicable Period”), your employment by the Company is terminated by you for Good Reason or by the Company without Cause, the Company shall pay or provide you with the following:
(i) The Within fifteen (15) days of your termination date, payment of the sum of your (x) any unpaid base salary through the date of termination to the extent not theretofore paid, and (y) any declared unpaid and earned but unpaid bonus approved cash incentive compensensation amount for the prior calendar year and prior to your date of termination; and, within sixty (60) days of your termination date, reimbursement for any approved unreimbursed expenses incurred through the date of termination (“Accrued Obligations”); and;
(ii) $1,000,000, Three times your annual base salary at the time of your termination (not to include the salary reduction agreed to in 2009) plus the total amount of the cash incentive compensation actually paid to you for the last three years prior to your termination date which amount shall be in lieu of any other payment payments or benefits to which you might otherwise be entitled entitled, including but not limited to, any payments or benefits for which you could be eligible under the Company’s Sotheby’s, Inc. Severance Plan, any amended version of such Plan, or successor plan (the “Plan”). This amount shall be paid within seventy-four (74) days of termination of employment, provided all conditions for receipt of this payment have been met; and
(iii) Eighteen (18) months of Company paid continued coverage under Sotheby’s group medical and dental insurance plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) in accordance with the terms of the applicable medical and dental plans beginning when your coverage would terminate as an employee; provided that you timely and properly elect COBRA continuation coverage.
b) If during the Applicable Period Period, your employment by the Company is terminated by the Company for Cause, this Agreement shall terminate without further obligation to you, except that the Company shall pay or provide you any Accrued Obligations as defined above and shall continue to be obligated to you with respect to vested benefits in accordance with the sum terms of your base salary through the date of termination to the extent not theretofore paidapplicable plans. You Other than Accrued Obligations, you will not be eligible for any bonus incentive compensation for any period prior to or after the date of termination of your employment.
c) If during the Applicable Period, your employment is terminated by the Company because of your permanent disability or death, this Agreement shall terminate without further obligation to you, except that the Company shall pay you or your estate any Accrued Obligations as defined above and shall continue to be obligated to you or your estate with respect to vested benefits in accordance with the terms of the applicable plans. Other than Accrued Obligations, you will not be eligible for any incentive compensation for any period prior to or after the date of termination of your employment.
d) During the term of this Agreement, you hereby agree to waive irrevocably any rights or benefits under the Plan in its current form, as it may be amended from time to time, or under a successor plan. Upon expiration of this Agreement, if you and the Company do not enter into a mutually agreed new severance agreement, you will become eligible for benefits under the terms of the Company’s severance plan in effect at that time.
e) Any payments payable pursuant to this Paragraph 1 beyond Accrued Obligations shall only be payable if you deliver to the Company a release, in a form acceptable to the Company, as similarly required under the Sotheby’s, Inc. Severance Plan, of any and all your claims (except with regard to claims for payments or benefits specifically payable or providable hereunder which are not yet paid as of the effective date of the release, claims for vested accrued benefits, claims under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or claims relating to any rights of indemnification under the Company’s certificate of incorporation or by-laws or claims under any directors and officers liability insurance policy) occurring up to the release date with regard to the Company and its respective past or present officers, directors and employees in such form as may be reasonably requested by the Companyemployees.
Appears in 1 contract
Sources: Severance Agreement (Sothebys)
Severance Arrangements. (a) If at any time from the date hereof of commencement of employment through December 31, 2008 2009 (the “Applicable Period”), your employment by the Company is terminated by you for Good Reason or by the Company without Cause, the Company shall pay or provide you with the following:
(i) The sum of your base salary through the date of termination to the extent not theretofore paid, any declared and earned but unpaid bonus amount for the prior calendar year and reimbursement for any unreimbursed expenses incurred through the date of termination (“Accrued Obligations”); and
(ii) $1,000,000, which amount shall be in lieu of any other payment to which you might otherwise be entitled under the Company’s Severance Plan.
(b) If during the Applicable Period your employment by the Company is terminated by the Company for Cause, this Agreement shall terminate without further obligation to you, except that the Company shall pay or provide you with the sum of your base salary through the date of termination to the extent not theretofore paid. You will not be eligible for any bonus for any period prior to or after the date of termination of your employment.
(c) Any payments payable pursuant to this Paragraph 1 beyond Accrued Obligations shall only be payable if you deliver to the Company a release, as similarly required under the Sotheby’s, Inc. Severance Plan, of any and all your claims (except with regard to claims for payments or benefits specifically payable or providable hereunder which are not yet paid as of the effective date of the release, claims for vested accrued benefits, claims under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or claims relating to any rights of indemnification under the Company’s certificate of incorporation or by-laws or claims under any directors and officers liability insurance policy) occurring up to the release date with regard to the Company and its respective past or present officers, directors and employees in such form as may be reasonably requested by the Company.
Appears in 1 contract
Sources: Severance Agreement (Sothebys)
Severance Arrangements. a) If at any time from the date hereof through December 31, 2008 2015 (the “Applicable Period”), your employment by the Company is terminated by you for Good Reason or by the Company without Cause, the Company shall pay or provide you with the following:
(i) The Within fifteen (15) days of your termination date, payment of the sum of your (x) any unpaid base salary through the date of termination to the extent not theretofore paid, and (y) any declared unpaid and earned but unpaid bonus approved cash incentive compensation amount for the prior calendar year and prior to your date of termination; and, within sixty (60) days of your termination date, reimbursement for any approved unreimbursed expenses incurred through the date of termination (“Accrued Obligations”); and
(ii) $1,000,000, Three times your annual base salary at the time of your termination plus the total amount of the cash incentive compensation actually paid to you for the last three years prior to your termination date which amount shall be in lieu of any other payment payments or benefits to which you might otherwise be entitled entitled, including but not limited to, any payments or benefits for which you could be eligible under the Company’s Sotheby’s, Inc. Severance Plan, any amended version of such Plan, or successor plan (the “Plan”). This amount shall be paid within seventy-four (74) days of termination of employment, provided all conditions for receipt of this payment have been met and shall otherwise be forfeited.
b) If during the Applicable Period Period, your employment by the Company is terminated by the Company for Cause, this Agreement shall terminate without further obligation to you, except that the Company shall pay or provide you any Accrued Obligations as defined above and shall continue to be obligated to you with respect to vested benefits in accordance with the sum terms of your base salary through the date of termination to the extent not theretofore paidapplicable plans. You Other than Accrued Obligations, you will not be eligible for any bonus incentive compensation for any period prior to or after the date of termination of your employment.
c) If during the Applicable Period, your employment is terminated by the Company because of your permanent disability or death, this Agreement shall terminate without further obligation to you, except that the Company shall pay you or your estate any Accrued Obligations as defined above and shall continue to be obligated to you or your estate with respect to vested benefits in accordance with the terms of the applicable plans. Other than Accrued Obligations, you will not be eligible for any incentive compensation for any period prior to or after the date of termination of your employment.
d) During the term of this Agreement, you hereby agree to waive irrevocably any rights or benefits under the Plan in its current form, as it may be amended from time to time, or under a successor plan. Upon expiration of this Agreement, if you and the Company do not enter into a mutually agreed new severance agreement, you will become eligible for benefits under the terms of the Company’s severance plan in effect at that time.
e) This Agreement may be terminated by mutual consent of the Parties without any payment obligation.
f) Any payments payable pursuant to this Paragraph 1 beyond Accrued Obligations shall only be payable if you deliver to the Company a release, in a form acceptable to the Company, as similarly required under the Sotheby’s, Inc. Severance Plan, of any and all your claims (except with regard to claims for payments or benefits specifically payable or providable hereunder which are not yet paid as of the effective date of the release, claims for vested accrued benefits, claims under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)amended, or claims relating to any rights of indemnification under the Company’s certificate of incorporation or by-laws or claims under any directors and officers liability insurance policy) occurring up to the release date with regard to the Company and its respective past or present officers, directors and employees and such release becomes effective not later than the seventy-fourth (74th) day after termination of employment. If the seventy-four (74) day period spans more than one calendar year, any amounts payable pursuant to the Paragraph (1) in such form as may excess of Accrued Obligations shall not be reasonably requested by made earlier than the Companyfirst business day of the second calendar year.
Appears in 1 contract
Sources: Severance Agreement (Sothebys)
Severance Arrangements. a) If at any time from the date hereof through December 31, 2008 2014 (the “Applicable Period”), your employment by the Company is terminated by you for Good Reason or by the Company without Cause, the Company shall pay or provide you with the following:
(i) The Within fifteen (15) days of your termination date, payment of the sum of your (x) any unpaid base salary through the date of termination to the extent not theretofore paid, and (y) any declared unpaid and earned but unpaid bonus approved cash incentive compensensation amount for the prior calendar year and prior to your date of termination; and, within sixty (60) days of your termination date, reimbursement for any approved unreimbursed expenses incurred through the date of termination (“Accrued Obligations”); , and
(ii) $1,000,000, Thirteen months of your annual base salary at the time of your termination (“Base Salary”) and thirteen months of Bonus plus one month Base Salary and one month prorated Bonus for each full year of employment at Sotheby’s which amount shall be in lieu of any other payment payments or benefits to which you might otherwise be entitled, including but not limited to, any payments or benefits for which you could be eligible under the Sotheby’s, Inc. Severance Plan, any amended version of such Plan, or successor plan (the “Plan”). This amount shall be paid within seventy-four (74) days of termination of employment, provided all conditions for receipt of this payment have been met and shall otherwise be forfeited.
(a) Base Salary shall mean the amount, before salary reductions for deferred compensation , health insurance premiums or other pre-tax or tax-deferred employee benefits you are entitled to receive as salary on a semi-monthly basis, excluding all bonuses and incentive compensation, perquisites, employee bnefits, or other forms of compensation payable by the Company as consideration for your services as of the date immediately preceding termination of employment.
(b) Bonus shall mean the sum of the past three years’ cash bonuses paid under the Company’s Severance Planannual incentive compensation program divided by 3. The calculation of Bonus shall exclude any prorated cash bonus payment for a year in which you were not employed for a full year.
b) If during the Applicable Period Period, your employment by the Company is terminated by the Company for Cause, this Agreement shall terminate without further obligation to you, except that the Company shall pay or provide you any Accrued Obligations as defined above and shall continue to be obligated to you with respect to vested benefits in accordance with the sum terms of your base salary through the date of termination to the extent not theretofore paidapplicable plans. You Other than Accrued Obligations, you will not be eligible for any bonus incentive compensation for any period prior to or after the date of termination of your employment.
c) If during the Applicable Period, your employment is terminated by the Company because of your permanent disability or death, this Agreement shall terminate without further obligation to you, except that the Company shall pay you or your estate any Accrued Obligations as defined above and shall continue to be obligated to you or your estate with respect to vested benefits in accordance with the terms of the applicable plans. Other than Accrued Obligations, you will not be eligible for any incentive compensation for any period prior to or after the date of termination of your employment.
d) During the term of this Agreement, you hereby agree to waive irrevocably any rights or benefits under the Plan in its current form, as it may be amended from time to time, or under a successor plan. Upon expiration of this Agreement, if you and the Company do not enter into a mutually agreed new severance agreement, you will become eligible for benefits under the terms of the Company’s severance plan in effect at that time.
e) This Agreement may be terminated by mutual consent of the Parties without any payment obligation.
f) Any payments payable pursuant to this Paragraph 1 beyond Accrued Obligations shall only be payable if you deliver to the Company a release, in a form acceptable to the Company, as similarly required under the Sotheby’s, Inc. Severance Plan, of any and all your claims (except with regard to claims for payments or benefits specifically payable or providable hereunder which are not yet paid as of the effective date of the release, claims for vested accrued benefits, claims under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)amended, or claims relating to any rights of indemnification under the Company’s certificate of incorporation or by-laws or claims under any directors and officers liability insurance policy) occurring up to the release date with regard to the Company and its respective past or present officers, directors and employees and such release becomes effective not later than the seventy-fourth (74th) day after termination of employment. If the seventy-four (74) day period spans more than one calendar year, any amounts payable pursuant to the Paragraph (1) in such form as may excess of Accrued Obligations shall not be reasonably requested by made earlier than the Companyfirst business day of the second calendar year.
Appears in 1 contract
Sources: Severance Agreement (Sothebys)
Severance Arrangements. a) If at any time from the date hereof through December 31June 30, 2008 2011 (the “Applicable Period”), your employment by the Company is terminated by you for Good Reason or by the Company without Cause, the Company shall pay or provide you with the following:
(ia) The sum of your base salary through the date of termination to the extent not theretofore paid, any declared and earned but unpaid bonus amount for the prior calendar year and reimbursement for any unreimbursed expenses incurred through the date of termination (“Accrued Obligations”); and
(iib) $1,000,0001,550,000. Notwithstanding the foregoing, which amount if during the Applicable Period your employment by the Company is terminated and as a result of such termination you become eligible to receive payments and/or benefits under the Sotheby’s, Inc. Severance Plan, then you shall be in lieu entitled to receive and retain the full amount payable to you under the terms of any other payment to which such Plan, but the amount you might otherwise receive under such Plan shall reduce (but not below zero) the amounts you shall be entitled under the Company’s Severance Planto receive pursuant to Subparagraph (1)(a)(ii) above.
b) If during the Applicable Period your employment by the Company is terminated on account of your Permanent Disability or your death, the Company shall pay or provide you (or, in the event of your death, your estate) with an amount equal to the sum of the amounts you would receive in the event of termination of your employment by you for Good Reason or by the Company without Cause pursuant to Subparagraph (1)(a) above.
c) If during the Applicable Period your employment by the Company is terminated by the Company for Cause, this Agreement shall terminate without further obligation to you, except that the Company shall pay or provide you with the sum of your base salary through the date of termination to the extent not theretofore paid. You will not be eligible for any bonus for any period prior to or after the date of termination of your employment.
cd) Any payments payable pursuant to this Paragraph 1 beyond Accrued Obligations shall only be payable if you deliver to the Company a release, as similarly required under the Sotheby’s, Inc. Severance Plan, of any and all your claims (except with regard to claims for payments or benefits specifically payable or providable hereunder which are not yet paid as of the effective date of the release, claims for vested accrued benefits, claims under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), ) or claims relating to any rights of indemnification under the Company’s certificate of incorporation or by-laws or claims under any directors and officers liability insurance policy) occurring up to the release date with regard to the Company and its respective past or present officers, directors and employees in such form as may be reasonably requested by the Company.
Appears in 1 contract
Sources: Severance Agreement (Sothebys)
Severance Arrangements. (a) If at any time from the date hereof you commence employment with the Company through December 31, 2008 2015 (the “Applicable Period”), your employment by the Company is terminated by you for Good Reason or by the Company without Cause, the Company shall pay or provide you with the following:
(i) The sum (x) Within fifteen (15) days of your termination date, payment of any unpaid base salary salary, signing bonus, accrued vacation, unpaid Business Development Allowance expenses, unpaid car allowance expenses through the date of termination, (y) within sixty (60) days of your termination to the extent not theretofore paiddate, any declared and earned but unpaid bonus amount for the prior calendar year and reimbursement for any unreimbursed travel and entertainment expenses incurred through the date of termination termination, and (z) any amounts to which you are entitled under the Company’s benefit plans in accordance with their terms (“Accrued Obligations”);
(ii) Within fifteen (15) days after approval thereof by the Compensation Committee, but no later than March 15 of the year following the bonus calendar year, any earned and unpaid cash incentive compensation amount for the calendar year prior to your date of termination, provided that you were an employee on the last day of such prior calendar year; and
(iiiii) $1,000,000, 2,700,000 which amount shall be in lieu of any other payment severance payments or benefits to which you might may otherwise be entitled entitled, including but not limited to, any payments or benefits for which you could be eligible under the Company’s Sotheby’s, Inc. Severance Plan, any amended version of such Plan, or successor plan (the “Plan”). This amount shall be paid in a lump sum, less applicable withholdings, within seventy-four (74) days of termination of employment; provided all conditions set forth herein for receipt of this payment have been met and shall otherwise be forfeited.
(b) If during the Applicable Period Period, your employment by the Company is terminated by the Company for Cause, or you terminate your employment without Good Reason, other than on account of death or Permanent Disability, the Company shall have no further obligations to you under this Agreement shall terminate without further obligation to youAgreement, except that the Company shall pay or provide you any Accrued Obligations as defined above and shall continue to be obligated to you with respect to vested benefits in accordance with the sum terms of your base salary through the date of termination to the extent not theretofore paidapplicable plans. You Other than Accrued Obligations, you will not be eligible for any bonus incentive compensation for any period prior to or after the date of termination of your employment.
(c) If during the Applicable Period, your employment is terminated by the Company because of your Permanent Disability or death, the Company shall have no further obligations to you under this Agreement, except that the Company shall pay you or your estate any Accrued Obligations as defined above and shall continue to be obligated to you or your estate with respect to vested benefits in accordance with the terms of the applicable plans. Other than Accrued Obligations, you will not be eligible for any incentive compensation for any period prior to or after the date of termination of your employment.
(d) During the term of this Agreement, you hereby agree to waive irrevocably any rights or benefits under the Plan in its current form, as it may be amended from time to time, or under a successor plan. Upon expiration of this Agreement, if you and the Company do not enter into a mutually agreed new severance agreement, you will immediately become eligible for benefits under the terms of the Company’s severance plan as then in effect.
(e) This Agreement may be terminated by mutual written consent of the Parties without any payment obligation.
(f) Any payments payable pursuant to this Paragraph 1 beyond Accrued Obligations shall only be payable if you deliver to the Company a release, in a form acceptable to the Company, in substantially the same form as similarly required under the Sotheby’sPlan, Inc. Severance Planbut shall contain a type of mutual non-disparagement clause and such other non-finanical terms as may be mutually agreed, of any and all your claims (except with regard to claims for payments or benefits specifically payable or providable hereunder which are not yet paid as of the effective date of the releaseamounts remaining due under this Agreement, claims for other vested accrued benefits, claims under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or claims relating related to any rights of indemnification under the Company’s certificate certification of incorporation or by-laws or claims under any directors and officers liability insurance policy) occurring up to the release date with regard to the Company and its respective past or present officers, directors and directors, employees (to the extent such claims relate to their acting in such form as may respective capacities) and such release becomes effective not later than the seventy-fourth (74th) day after termination of employment. If the seventy-four (74) day period spans more than one calendar year, any amounts payable pursuant to this Paragraph (1) in excess of Accrued Obligations shall not be reasonably requested by made earlier than the first business day of the second calendar year.
(g) Nothing in this Agreement shall preclude the Company from recouping, or refusing to pay, any cash or equity incentive-based compensation paid or payable to you in the event of a restatement of the Company’s financial statements but only to the extent that Section 954 of the ▇▇▇▇ ▇▇▇▇▇ Act and regulations thereunder or other similar law has become effective and requires such recoupment or refusal to pay.
Appears in 1 contract
Sources: Severance Agreement (Sothebys)