Termination and Severance. (a) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event did not takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will pay Executive: (i) for any bonus period partially completed at the time of Executive’s termination or resignation, a lump sum equal to the daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions; (ii) an additional lump sum equal to one hundred percent (100%) of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions; and (iii) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the 12 month period following the termination of Executive’s employment, (ii) the expiration of Executive’s continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. (b) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will pay Executive: (i) for any bonus period partially completed at the time of Executive’s termination or resignation, a lump sum equal to the daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions; (ii) an additional lump sum equal to one hundred percent (100%) of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions; (iii) an additional lump sum equal to one hundred percent (100%) of Executive’s then-current Target Bonus, less any applicable state and federal required withholding amounts and other lawful deductions; and (iv) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (1) the close of the 12 month period following the termination of Executive’s employment, (2) the expiration of Executive’s continuation coverage under COBRA, or (3) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. (c) All benefits set forth in Sections 6(a) and 6(b) are collectively referred to as “Severance.” In the event Executive is entitled to Severance under Section 6(b), Executive will not longer be entitled to Severance under Section 6(a). Subject to Section 7(a) and to any required six (6) month delay pursuant to Section 14, Severance payments, other than reimbursements of COBRA premiums, shall be made by the Company in one lump sum and shall be paid within thirty (30) days of any such termination of employment. (d) In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event did not take place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then (i) Executive will receive immediate vesting with respect to the number of unvested stock options and stock appreciation rights that would have vested in accordance with Executive’s then-current stock option grants and stock appreciation rights had Executive remained employed for an additional 6 months, (ii) the Company’s right of repurchase shall immediately lapse with respect to Executive’s then-current restricted stock grants for which the Company’s right of repurchase would otherwise have lapsed within 6 months from the date of such (e) termination or resignation of employment, and (iii) the Executive will receiving immediate vesting with respect to Executive's outstanding restricted stock units, performance shares and other equity compensation that would have vested had Executive remained employed for an additional 6 months. If an award vests in whole or in part on the achievement of performance metrics that have not been achieved at the time of the Executive’s termination or resignation, vesting of such awards shall not be accelerated. In the event of Executive’s termination of employment as described in this subsection (d), the Executive’s then vested stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term. (f) In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), Executive will receive immediate vesting with respect to all unvested stock options and stock appreciation rights that are held by Executive, the Company’s right of repurchase shall lapse entirely with respect to restricted stock grants from the Company to Executive, and the vesting of all Executive's outstanding restricted stock units, performance shares and other equity compensation shall immediately vest in full; provided, however, if the award vests in whole or in part on the achievement of performance metrics, such metrics shall be deemed achieved at 100% of target levels (unless otherwise provided in the applicable award agreement). In the event of Executive’s termination of employment as described in this subsection (e), the Executive’s then outstanding stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term. (g) For purposes of this Section 6, “Cause” means (i) any act of dishonesty taken by Executive in the course of performing Executive’s duties hereunder, (ii) Executive’s conviction of a felony, (iii) any act by Executive that constitutes material misconduct, (iv) repeated failures to follow the lawful, reasonable instructions of the Chief Executive Officer consistent with Executive’s duties hereunder, or (v) substantial and repeated violations of Executive’s fiduciary duties, responsibilities or obligations to Company.
Appears in 1 contract
Sources: Employment Agreement (Taleo Corp)
Termination and Severance. (a) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) then Company or the successor corporation will (1) pay prorated bonuses for any partially completed bonus periods through Executives termination date (at an assumed 100% on-target achievement of goal), less any applicable state and federal required withholding amounts and other lawful deductions, (2) continue to pay Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment for a period of 6 months from the date of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions, and (3) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the 6 month period following the termination of Executive’s employment, (ii) the expiration of Executive’s continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(b) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event did not takes place within sixty (60) days prior to or eighteen (18) months one year following a Change in Control (as defined below), then Company or the successor corporation will (1) pay Executive:
(i) prorated bonuses for any bonus period partially completed bonus periods through Executives termination date (at the time an assumed 100% on-target achievement of Executive’s termination or resignation, a lump sum equal to the daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonusgoal), less any applicable state and federal required withholding amounts and other lawful deductions;
, (ii2) an additional lump sum equal continue to one hundred percent (100%) of pay Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment for a period of 12 months from the date of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions; and
, (iii3) pay bonuses (at an assumed 100% on-target achievement of goal) at the rate in effect at the time of Executive’s resignation or termination of employment for a period of 12 months from the date of Executive’s resignation or termination of employment (bonuses will be prorated for any partially completed bonus periods through the 12 month period from the date of Executive’s resignation or termination of employment), less any applicable state and federal required withholding amounts and other lawful deductions, and (4) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the 12 month period following the termination of Executive’s employment, (ii) the expiration of Executive’s continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(b) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will pay Executive:
(i) for any bonus period partially completed at the time of Executive’s termination or resignation, a lump sum equal to the daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions;
(ii) an additional lump sum equal to one hundred percent (100%) of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions;
(iii) an additional lump sum equal to one hundred percent (100%) of Executive’s then-current Target Bonus, less any applicable state and federal required withholding amounts and other lawful deductions; and
(iv) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (1) the close of the 12 month period following the termination of Executive’s employment, (2) the expiration of Executive’s continuation coverage under COBRA, or (3) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(c) All benefits set forth in Sections 6(a7(a) and 6(b) are collectively referred to as “Severance.” In the event Executive is entitled to Severance under Section 6(b), Executive will not longer be entitled to Severance under Section 6(a). Subject to Section 7(a) and to any required six (6) month delay pursuant to Section 14, Severance payments, other than reimbursements of COBRA premiums, payments shall be made by Company on the date such payments would have been made had Executive’s employment relationship with Company in one lump sum and continued (e.g., Severance based on Base Salary shall be paid within thirty (30) days of any such termination of employmenttwice per month and Severance based on Target Bonuses shall be paid quarterly or annually as appropriate).
(d) In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event did not take place within sixty (60) days prior to or eighteen (18) months one year following a Change in Control (as defined below), then (i) Executive will receive immediate vesting with respect to the number of unvested stock options and stock appreciation rights that would have vested in accordance with Executive’s then-current stock option grants and stock appreciation rights had Executive remained employed for an additional 6 monthsmonths and, (ii) if applicable, the Company’s right of repurchase shall immediately continue to lapse in accordance with respect to Executive’s then-current restricted stock grants for which the Company’s right a period of repurchase would otherwise have lapsed within 6 months from the date of such
(e) such termination or resignation of employment, and (iii) the Executive will receiving immediate vesting with respect to Executive's outstanding restricted stock units, performance shares and other equity compensation that would have vested had Executive remained employed for an additional 6 months. If an award vests in whole or in part on the achievement of performance metrics that have not been achieved at the time of the Executive’s termination or resignation, vesting of such awards shall not be accelerated. In the event of Executive’s termination of employment as described in this subsection (d), the Executive’s then vested stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(fe) In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to or eighteen (18) months one year following a Change in Control (as defined below), Executive will receive immediate vesting with respect to all unvested stock options and stock appreciation rights that are held by Executive, Executive and the Company’s right of repurchase shall lapse entirely with respect to restricted stock grants from the Company to Executive, and the vesting of all Executive's outstanding restricted stock units, performance shares and other equity compensation shall immediately vest in full; provided, however, if the award vests in whole or in part on the achievement of performance metrics, such metrics shall be deemed achieved at 100% of target levels (unless otherwise provided in the applicable award agreement). In the event of Executive’s termination of employment as described in this subsection (e), the Executive’s then outstanding stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(gf) For purposes of this Section 67, “Cause” means (i) any act of personal dishonesty taken by Executive in the course of performing connection with Executive’s duties hereunderemployment responsibilities, (ii) Executive’s conviction of a felony, (iii) any act by Executive that constitutes material misconduct, (iv) repeated failures to follow the lawful, reasonable instructions of the Chief Executive Officer consistent with Executive’s duties hereunderOfficer, or (v) substantial and repeated violations of Executive’s employment or fiduciary duties, responsibilities or obligations to Company.
(g) For purposes of this Section 7, “Good Reason” means (i) without Executive’s consent, a significant reduction of Executive’s duties, position or responsibilities relative to Executive’s duties, position or responsibilities in effect immediately prior to such reduction, other than a reduction where Executive are asked to assume substantially similar duties and responsibilities in a division of a larger entity after a Change in Control; (ii) without Executive’s consent, a reduction of Executive’s Base Salary or Target Bonus other than a one-time reduction that does not exceed twenty percent (20%) and that is also applied to substantially all of Company’s senior executives; (iii) without Executive’s consent, Executive’s relocation to a facility or a location greater than 75 miles from San Francisco, California. If Executive does not notify Company in writing that Executive believes a significant reduction of Executive’s duties, position or responsibilities has occurred pursuant to this Section 7 within thirty days of the event or occurrence that Executive believes to have resulted in such a significant reduction, then such reduction shall be deemed for purposes of this Agreement as not constituting Good Reason, as that terms is used in this Section 7. Disagreement as to the allocation, eligibility and payment of Target Bonus to be set forth in a Target Bonus Schedule shall not be a basis for Good Reason resignation.
Appears in 1 contract
Sources: Employment Agreement (Taleo Corp)
Termination and Severance. (a) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event did not takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will pay Executive:
(i) for any bonus period partially completed at the time of Executive’s termination or resignation, a lump sum equal to the daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions;
(ii) an additional lump sum equal to one hundred percent (100%) of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions; and
(iii) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the 12 month period following the termination of Executive’s employment, (ii) the expiration of Executive’s continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(b) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will pay Executive:
(i) for any bonus period partially completed at the time of Executive’s termination or resignation, a lump sum equal to the daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions;
(ii) an additional lump sum equal to one hundred percent (100%) of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions;
(iii) an additional lump sum equal to one hundred percent (100%) of Executive’s then-current Target Bonus, less any applicable state and federal required withholding amounts and other lawful deductions; and
(iv) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (1) the close of the 12 month period following the termination of Executive’s employment, (2) the expiration of Executive’s continuation coverage under COBRA, or (3) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(c) All benefits set forth in Sections 6(a) and 6(b) are collectively referred to as “Severance.” In the event Executive is entitled to Severance under Section 6(b), Executive will not longer be entitled to Severance under Section 6(a). Subject to Section 7(a) and to any required six (6) month delay pursuant to Section 14, Severance payments, other than reimbursements of COBRA premiums, shall be made by the Company in one lump sum and shall be paid within thirty (30) days of any such termination of employment.
(d) In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event did not take place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then (i) Executive will receive immediate vesting with respect to the number of unvested stock options and stock appreciation rights that would have vested in accordance with Executive’s then-current stock option grants and stock appreciation rights had Executive remained employed for an additional 6 months, (ii) the Company’s right of repurchase shall immediately lapse with respect to Executive’s then-current restricted stock grants for which the Company’s right of repurchase would otherwise have lapsed within 6 months from the date of such
(e) such termination or resignation of employment, and (iii) the Executive will receiving immediate vesting with respect to Executive's ’s outstanding restricted stock units, performance shares and other equity compensation that would have vested had Executive remained employed for an additional 6 months. If an award vests in whole or in part on the achievement of performance metrics that have not been achieved at the time of the Executive’s termination or resignation, vesting of such awards shall not be accelerated. In the event of Executive’s termination of employment as described in this subsection (d), the Executive’s then vested stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(fe) In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), Executive will receive immediate vesting with respect to all unvested stock options and stock appreciation rights that are held by Executive, the Company’s right of repurchase shall lapse entirely with respect to restricted stock grants from the Company to Executive, and the vesting of all Executive's ’s outstanding restricted stock units, performance shares and other equity compensation shall immediately vest in full; provided, however, if the award vests in whole or in part on the achievement of performance metrics, such metrics shall be deemed achieved at 100% of target levels (unless otherwise provided in the applicable award agreement). In the event of Executive’s termination of employment as described in this subsection (e), the Executive’s then outstanding stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(gf) For purposes of this Section 6, “Cause” means (i) any act of dishonesty taken by Executive in the course of performing Executive’s duties hereunder, (ii) Executive’s conviction of a felony, (iii) any act by Executive that constitutes material misconduct, (iv) repeated failures to follow the lawful, reasonable instructions of the Chief Executive Officer consistent with Executive’s duties hereunder, or (v) substantial and repeated violations of Executive’s fiduciary duties, responsibilities or obligations to Company.
(g) For purposes of this Section 6, “Good Reason” means without Executive’s written consent, (i) a significant reduction of Executive’s duties, position or responsibilities relative to Executive’s duties, position or responsibilities in effect immediately prior to such reduction, other than where Executive is asked to assume substantially similar duties and responsibilities in a larger entity after a Change in Control; (ii) a reduction of Executive’s Base Salary or Target Bonus other than a one-time reduction that does not exceed twenty percent (20%) and that is also applied to all of Company’s Section 16 officers; (iii) Executive’s relocation to a facility or a location greater than 75 miles from Dublin, CA or (iv) the failure of a successor entity after a Change in Control to assume this Agreement. If Executive does not notify Company in writing that Executive believes a significant reduction of Executive’s duties, position or responsibilities has occurred pursuant to this Section 6 within 60 days of the event or occurrence that Executive believes to have resulted in such a significant reduction, then such reduction shall be deemed for purposes of this Agreement as not constituting Good Reason, as that terms is used in this Section 6. Disagreement as to the established performance criteria or goals set forth in good faith in a Target Bonus Schedule shall not be a basis for Good Reason resignation.
Appears in 1 contract
Sources: Employment Agreement (Taleo Corp)
Termination and Severance. (a) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) then Company or the successor corporation will (1) pay prorated bonuses for any partially completed bonus periods through Executives termination date (at an assumed 100% on-target achievement of goal), less any applicable state and federal required withholding amounts and other lawful deductions, (2) pay Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment for a period of 6 months from the date of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions, and (3) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the 6 month period following the termination of Executive’s employment, (ii) the expiration of Executive’s continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(b) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event did not takes place within sixty (60) days prior to or eighteen (18) months one year following a Change in Control (as defined below), then Company or the successor corporation will (1) pay Executive:
(i) prorated bonuses for any bonus period partially completed bonus periods through Executives termination date (at the time an assumed 100% on-target achievement of Executive’s termination or resignation, a lump sum equal to the daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonusgoal), less any applicable state and federal required withholding amounts and other lawful deductions;
, (ii2) an additional lump sum equal to one hundred percent (100%) of pay Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment for a period of 12 months from the date of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions; and
, (iii3) pay bonuses (at an assumed 100% on-target achievement of goal) at the rate in effect at the time of Executive’s resignation or termination of employment for a period of 12 months from the date of Executive’s resignation or termination of employment (bonuses will be prorated for any partially completed bonus periods through the 12 month period from the date of Executive’s resignation or termination of employment), less any applicable state and federal required withholding amounts and other lawful deductions, and (4) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the 12 month period following the termination of Executive’s employment, (ii) the expiration of Executive’s continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(b) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will pay Executive:
(i) for any bonus period partially completed at the time of Executive’s termination or resignation, a lump sum equal to the daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions;
(ii) an additional lump sum equal to one hundred percent (100%) of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions;
(iii) an additional lump sum equal to one hundred percent (100%) of Executive’s then-current Target Bonus, less any applicable state and federal required withholding amounts and other lawful deductions; and
(iv) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (1) the close of the 12 month period following the termination of Executive’s employment, (2) the expiration of Executive’s continuation coverage under COBRA, or (3) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(c) All benefits set forth in Sections 6(a7(a) and 6(b7(b) are collectively referred to as “Severance.” In the event Executive is entitled to Severance under Section 6(b), Executive will not longer be entitled to Severance under Section 6(a). Subject to Executive’s compliance with Section 7(a8(a) and to any required six (6) month delay pursuant to Section 14of this Agreement, Severance payments, other than reimbursements of COBRA premiums, shall be made by the Company in one lump sum and shall be paid within thirty (30) days of any such termination of employment.
(d) In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event did not take place within sixty (60) days prior to or eighteen (18) months one year following a Change in Control (as defined below), then (i) Executive will receive immediate vesting with respect to the number of unvested stock options and stock appreciation rights that would have vested in accordance with Executive’s then-current stock option grants and stock appreciation rights had Executive remained employed for an additional 6 monthsmonths and, (ii) if applicable, the Company’s right of repurchase shall immediately continue to lapse in accordance with respect to Executive’s then-current restricted stock grants for which the Company’s right a period of repurchase would otherwise have lapsed within 6 months from the date of such
(e) such termination or resignation of employment, and (iii) the Executive will receiving immediate vesting with respect to Executive's outstanding restricted stock units, performance shares and other equity compensation that would have vested had Executive remained employed for an additional 6 months. If an award vests in whole or in part on the achievement of performance metrics that have not been achieved at the time of the Executive’s termination or resignation, vesting of such awards shall not be accelerated. In the event of Executive’s termination of employment as described in this subsection (d), the Executive’s then vested stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(fe) In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to or eighteen (18) months one year following a Change in Control (as defined below), Executive will receive immediate vesting with respect to all unvested stock options and stock appreciation rights that are held by Executive, Executive and the Company’s right of repurchase shall lapse entirely with respect to restricted stock grants from the Company to Executive, and the vesting of all Executive's outstanding restricted stock units, performance shares and other equity compensation shall immediately vest in full; provided, however, if the award vests in whole or in part on the achievement of performance metrics, such metrics shall be deemed achieved at 100% of target levels (unless otherwise provided in the applicable award agreement). In the event of Executive’s termination of employment as described in this subsection (e), the Executive’s then outstanding stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(gf) For purposes of this Section 67, “Cause” means (i) any act of dishonesty taken by Executive in the course of performing Executive’s duties hereunder, (ii) Executive’s conviction of a felony, (iii) any act by Executive that constitutes material misconduct, (iv) repeated failures to follow the lawful, reasonable instructions of the Chief Executive Officer consistent with Executive’s duties hereunder, or (v) substantial and repeated violations of Executive’s fiduciary duties, responsibilities or obligations to Company.
(g) For purposes of this Section 7, “Good Reason” means without Executive’s written consent, (i) a significant reduction of Executive’s duties, position or responsibilities relative to Executive’s duties, position or responsibilities in effect immediately prior to such reduction, other than where Executive is asked to assume substantially similar duties and responsibilities in a larger entity after a Change in Control; (ii) a reduction of Executive’s Base Salary or Target Bonus other than a one-time reduction that does not exceed twenty percent (20%) and that is also applied to all of Company’s Section 16 officers; (iii) Executive’s relocation to a facility or a location greater than 75 miles from Dublin, California. If Executive does not notify Company in writing that Executive believes a significant reduction of Executive’s duties, position or responsibilities has occurred pursuant to this Section 7 within 60 days of the event or occurrence that Executive believes to have resulted in such a significant reduction, then such reduction shall be deemed for purposes of this Agreement as not constituting Good Reason, as that terms is used in this Section 7. Disagreement as to the established performance criteria or goals set forth in good faith in a Target Bonus Schedule shall not be a basis for Good Reason resignation.
Appears in 1 contract
Sources: Employment Agreement (Taleo Corp)
Termination and Severance. (a) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event did not takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will pay Executive:
(i) for any bonus period partially completed at the time of Executive’s termination or resignation, a lump sum equal to the daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions;
(ii) an additional lump sum equal to one hundred percent (100%) of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions; and
(iii) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the 12 month period following the termination of Executive’s employment, (ii) the expiration of Executive’s continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(b) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will pay Executive:
(i) for any bonus period partially completed at the time of Executive’s termination or resignation, a lump sum equal to the daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions;
(ii) an additional lump sum equal to one hundred percent (100%) of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions;
(iii) an additional lump sum equal to one hundred percent (100%) of Executive’s then-current Target Bonus, less any applicable state and federal required withholding amounts and other lawful deductions; and
(iv) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (1) the close of the 12 month period following the termination of Executive’s employment, (2) the expiration of Executive’s continuation coverage under COBRA, or (3) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(c) All benefits set forth in Sections 6(a) and 6(b) are collectively referred to as “Severance.” In the event Executive is entitled to Severance under Section 6(b), Executive will not longer be entitled to Severance under Section 6(a). Subject to Section 7(a) and to any required six (6) month delay pursuant to Section 14, Severance payments, other than reimbursements of COBRA premiums, shall be made by the Company in one lump sum and shall be paid within thirty (30) days of any such termination of employment.
(d) In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event did not take place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then (i) Executive will receive immediate vesting with respect to the number of unvested stock options and stock appreciation rights that would have vested in accordance with Executive’s then-current stock option grants and stock appreciation rights had Executive remained employed for an additional 6 months, (ii) the Company’s right of repurchase shall immediately lapse with respect to Executive’s then-current restricted stock grants for which the Company’s right of repurchase would otherwise have lapsed within 6 months from the date of such
(e) such termination or resignation of employment, and (iii) the Executive will receiving immediate vesting with respect to Executive's ’s outstanding restricted stock units, performance shares and other equity compensation that would have vested had Executive remained employed for an additional 6 months. If an award vests in whole or in part on the achievement of performance metrics that have not been achieved at the time of the Executive’s termination or resignation, vesting of such awards shall not be accelerated. In the event of Executive’s termination of employment as described in this subsection (d), the Executive’s then vested stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(fe) In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), Executive will receive immediate vesting with respect to all unvested stock options and stock appreciation rights that are held by Executive, the Company’s right of repurchase shall lapse entirely with respect to restricted stock grants from the Company to Executive, and the vesting of all Executive's ’s outstanding restricted stock units, performance shares and other equity compensation shall immediately vest in full; provided, however, if the award vests in whole or in part on the achievement of performance metrics, such metrics shall be deemed achieved at 100% of target levels (unless otherwise provided in the applicable award agreement). In the event of Executive’s termination of employment as described in this subsection (e), the Executive’s then outstanding stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(gf) For purposes of this Section 6, “Cause” means (i) any act of dishonesty taken by Executive in the course of performing Executive’s duties hereunder, (ii) Executive’s conviction of a felony, (iii) any act by Executive that constitutes material misconduct, (iv) repeated failures to follow the lawful, reasonable instructions of the Chief Executive Officer consistent with Executive’s duties hereunder, or (v) substantial and repeated violations of Executive’s fiduciary duties, responsibilities or obligations to Company.
(g) For purposes of this Section 6, “Good Reason” means without Executive’s written consent, (i) a significant reduction of Executive’s duties, position or responsibilities relative to Executive’s duties, position or responsibilities in effect immediately prior to such reduction, other than where Executive is asked to assume substantially similar duties and responsibilities in a larger entity after a Change in Control; (ii) a reduction of Executive’s Base Salary or Target Bonus other than a one-time reduction that does not exceed twenty percent (20%) and that is also applied to all of Company’s Section 16 officers; (iii) Executive’s relocation to a facility or a location greater than 75 miles from Dublin, CA; or (iv) the failure of a successor entity after a Change in Control to assume this Agreement. If Executive does not notify Company in writing that Executive believes a significant reduction of Executive’s duties, position or responsibilities has occurred pursuant to this Section 6 within 60 days of the event or occurrence that Executive believes to have resulted in such a significant reduction, then such reduction shall be deemed for purposes of this Agreement as not constituting Good Reason, as that terms is used in this Section 6. Disagreement as to the established performance criteria or goals set forth in good faith in a Target Bonus Schedule shall not be a basis for Good Reason resignation.
Appears in 1 contract
Sources: Employment Agreement (Taleo Corp)
Termination and Severance. (a) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event did not takes take place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will pay Executive:
(i) for any bonus period partially completed at the time of Executive’s termination or resignation, a lump sum equal to the daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions;
(ii) an additional lump sum equal to one hundred percent (100%) of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions; and
(iii) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the 12 month period following the termination of Executive’s employment, (ii) the expiration of Executive’s continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(b) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will pay Executive:
(i) for any bonus period partially completed at the time of Executive’s termination or resignation, a lump sum equal to the daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions;
(ii) an additional lump sum equal to one hundred percent (100%) of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions;
(iii) an additional lump sum equal to one hundred percent (100%) of Executive’s then-current Target Bonus, less any applicable state and federal required withholding amounts and other lawful deductions; and
(iv) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) COBRA following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (1) the close of the 12 month period following the termination of Executive’s employment, (2) the expiration of Executive’s continuation coverage under COBRA, or (3) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(c) All benefits set forth in Sections 6(a) and 6(b) are collectively referred to as “Severance.” In the event Executive is entitled to Severance under Section 6(b), Executive will not no longer be entitled to Severance under Section 6(a). Subject to Section 7(a) and to any required six (6) month delay pursuant to Section 14, Severance payments, other than reimbursements of COBRA premiums, shall be made by the Company in one lump sum and shall be paid within thirty (30) days of any such termination of employment.
(d) In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event did not take place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then (i) Executive will receive immediate vesting with respect to the number of unvested stock options and stock appreciation rights that would have vested in accordance with Executive’s then-current stock option grants and stock appreciation rights had Executive remained employed for an additional 6 months, (ii) the Company’s right of repurchase shall immediately lapse with respect to Executive’s then-current restricted stock grants for which the Company’s right of repurchase would otherwise have lapsed within 6 months from the date of such
(e) such termination or resignation of employment, and (iii) the Executive will receiving receive immediate vesting with respect to Executive's ’s outstanding restricted stock units, performance shares and other equity compensation that would have vested had Executive remained employed for an additional 6 months. If an award vests in whole or in part on the achievement of performance metrics that have not been achieved at the time of the Executive’s termination or resignation, vesting of such awards shall not be accelerated. In the event of Executive’s termination of employment as described in this subsection (d), the Executive’s then vested stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(fe) In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), Executive will receive immediate vesting with respect to all unvested stock options and stock appreciation rights that are held by Executive, the Company’s right of repurchase shall lapse entirely with respect to restricted stock grants from the Company to Executive, and the vesting of all Executive's ’s outstanding restricted stock units, performance shares and other equity compensation shall immediately vest in full; provided, however, if the award vests in whole or in part on the achievement of performance metrics, such metrics shall be deemed achieved at 100% of target levels (unless otherwise provided in the applicable award agreement). In the event of Executive’s termination of employment as described in this subsection (e), the Executive’s then outstanding stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(gf) For purposes of this Section 6, “Cause” means (i) any act of dishonesty taken by Executive in the course of performing Executive’s duties hereunder, (ii) Executive’s conviction of a felony, (iii) any act by Executive that constitutes material misconduct, (iv) repeated failures to follow the lawful, reasonable instructions of the Chief Executive Officer consistent with Executive’s duties hereunder, or (v) substantial and repeated violations of Executive’s fiduciary duties, responsibilities or obligations to Company.
(g) For purposes of this Section 6, “Good Reason” means without Executive’s written consent, (i) a significant reduction of Executive’s duties, position or responsibilities relative to Executive’s duties, position or responsibilities in effect immediately prior to such reduction, other than where Executive is asked to assume substantially similar duties and responsibilities in a larger entity after a Change in Control; (ii) a reduction of Executive’s Base Salary or Target Bonus other than a one-time reduction that does not exceed twenty percent (20%) and that is also applied to all of Company’s Section 16 officers; (iii) Executive’s relocation to a facility or a location greater than 75 miles from Dublin, California; or (iv) the failure of a successor entity after a Change in Control to assume this Agreement. If Executive does not notify Company in writing that Executive believes a significant reduction of Executive’s duties, position or responsibilities has occurred pursuant to this Section 6 within 60 days of the event or occurrence that Executive believes to have resulted in such a significant reduction, then such reduction shall be deemed for purposes of this Agreement as not constituting Good Reason, as that terms is used in this Section 6. Disagreement as to the established performance criteria or goals set forth in good faith in a Target Bonus Schedule shall not be a basis for Good Reason resignation.
Appears in 1 contract
Sources: Employment Agreement (Taleo Corp)
Termination and Severance. (a) If Unless this Agreement is renewed by the mutual agreement of the Company or a successor corporation terminates and Executive’s , the Employment Period and this Agreement shall terminate on June 30, 2005, it being understood that as of such date Executive's employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) by the Company shall continue in accordance with and either such event did not takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will pay Executive:
(i) for any bonus period partially completed at the time of Executive’s termination or resignation, a lump sum equal subject to the daily prorated amount terms and conditions set forth in that certain Employee Severance Agreement dated as of Executive’s then-current quarterly bonus August 31, 1999 between the Company and Executive (if any) and annual bonusthe "1999 Severance Agreement"). Under this Agreement, less any applicable state and federal required withholding amounts and other lawful deductions;
(ii) an additional lump sum equal to one hundred percent (100%) of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions; and
(iii) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of Employment Period shall terminate prior to such date upon Executive's resignation, disability or incapacity (as determined by the 12 month period following the termination of Executive’s employmentBoard in its good faith judgment) or death, (ii) the expiration of Executive’s continuation coverage under COBRA, Employment Period may be terminated by the Board (as determined by the Board in its good faith judgment) at any time prior to such date for Cause or without Cause or (iii) the Employment Period may be terminated by Executive at any time prior to such date when for Good Reason. If Executive's employment is terminated by Employer other than for Cause or by Executive becomes eligible for substantially equivalent health Good Reason, Employer shall pay to Executive: (i) in a lump sum, on the fifth day following the date of termination of the Executive's employment, an amount equal to the highest aggregate annual compensation (including salary, bonuses and incentive payments) includible in gross income paid to the Executive during any one of the three taxable years preceding the date of the Executive's termination; (ii) continue to pay Executive's life insurance coverage in connection and medical benefits premiums for the lesser of one year from the date of termination of the Executive's employment with new the Company or until the Executive accepts subsequent employment; and (iii) outplacement services expenses of up to $25,000 for up to one year from the date of termination of the Executive's employment with the Company. In the event of a termination for Cause, the Company will pay Executive the earned but unpaid portion of Executive's Annual Salary through the date of termination. Except as otherwise provided herein, the date of the termination of the Executive's employment by Employer other than for Cause or self-employmentby Executive for Good Reason shall be forty (40) business days or such shorter period as approved by the Company's Board of Directors after the date written notice of resignation is tendered by the Executive to the Company or written notice of termination is tendered by the Company to the Executive, as applicable. Any such notice shall specify with reason particularity the basis for resignation or termination hereunder.
(ba) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below)For purposes of this Agreement, then Company or the successor corporation will pay Executive:
"Cause" shall mean (i) the Executive's criminal conviction for fraud, embezzlement, misappropriation of assets or any bonus period partially completed at the time of Executive’s termination other felony (excluding traffic violations) or resignation, a lump sum equal to the daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions;
(ii) the continuance of willful and repeated failures by the Executive to perform the duties assigned to him as an additional lump sum equal to one hundred percent (100%) of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions;
(iii) an additional lump sum equal to one hundred percent (100%) of Executive’s then-current Target Bonus, less any applicable state and federal required withholding amounts and other lawful deductions; and
(iv) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (1) the close employee of the 12 month period following the termination of Executive’s employmentCompany, (2) the expiration of Executive’s continuation coverage under COBRA, or (3) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(c) All benefits set forth in Sections 6(a) and 6(b) are collectively referred to as “Severance.” In the event Executive is entitled to Severance under Section 6(b), Executive will which failures have not longer be entitled to Severance under Section 6(a). Subject to Section 7(a) and to any required six (6) month delay pursuant to Section 14, Severance payments, other than reimbursements of COBRA premiums, shall be made been cured by the Company in one lump sum and shall be paid Executive within thirty (30) days following receipt of any such termination of employment.
(d) In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event did not take place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then (i) Executive will receive immediate vesting with respect to the number of unvested stock options and stock appreciation rights that would have vested in accordance with Executive’s then-current stock option grants and stock appreciation rights had Executive remained employed for an additional 6 months, (ii) the Company’s right of repurchase shall immediately lapse with respect to Executive’s then-current restricted stock grants for which the Company’s right of repurchase would otherwise have lapsed within 6 months written notice from the date of such
(e) termination or resignation of employmentBoard, specifying such failure and (iii) the action required by the Executive will receiving immediate vesting with respect to Executive's outstanding restricted stock units, performance shares and other equity compensation that would have vested had Executive remained employed for an additional 6 months. If an award vests in whole or in part on the achievement cure such breach of performance metrics that have not been achieved at the time of the Executive’s termination or resignation, vesting of such awards shall not be accelerated. In the event of Executive’s termination of employment as described in this subsection (d), the Executive’s then vested stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its termhis obligations.
(f) In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), Executive will receive immediate vesting with respect to all unvested stock options and stock appreciation rights that are held by Executive, the Company’s right of repurchase shall lapse entirely with respect to restricted stock grants from the Company to Executive, and the vesting of all Executive's outstanding restricted stock units, performance shares and other equity compensation shall immediately vest in full; provided, however, if the award vests in whole or in part on the achievement of performance metrics, such metrics shall be deemed achieved at 100% of target levels (unless otherwise provided in the applicable award agreement). In the event of Executive’s termination of employment as described in this subsection (e), the Executive’s then outstanding stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(g) For purposes of this Section 6, “Cause” means (i) any act of dishonesty taken by Executive in the course of performing Executive’s duties hereunder, (ii) Executive’s conviction of a felony, (iii) any act by Executive that constitutes material misconduct, (iv) repeated failures to follow the lawful, reasonable instructions of the Chief Executive Officer consistent with Executive’s duties hereunder, or (v) substantial and repeated violations of Executive’s fiduciary duties, responsibilities or obligations to Company.
Appears in 1 contract
Termination and Severance. (a) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event did not takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will (1) pay Executive:
(i) prorated bonuses for any bonus period partially completed bonus periods through Executives termination date (at the time an assumed 100% on-target achievement of Executive’s termination or resignation, a lump sum equal to the daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonusgoal), less any applicable state and federal required withholding amounts and other lawful deductions;
, (ii2) an additional lump sum equal continue to one hundred percent (100%) of pay Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment for a period of 6 months from the date of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions; and
, and (iii3) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the 12 6 month period following the resignation or termination of Executive’s employment, (ii) the expiration of Executive’s continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(b) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to or eighteen (18) months one year following a Change in Control (as defined below), then Company or the successor corporation will (1) pay Executive:
(i) prorated bonuses for any bonus period partially completed bonus periods through Executives termination date (at the time an assumed 100% on-target achievement of Executive’s termination or resignation, a lump sum equal to the daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonusgoal), less any applicable state and federal required withholding amounts and other lawful deductions;
, (ii2) an additional lump sum equal continue to one hundred percent (100%) of pay Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment for a period of 12 months from the date of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions;
, (iii3) pay bonuses (at an additional lump sum equal to one hundred percent (assumed 100%% on-target achievement of goal) at the rate in effect at the time of Executive’s then-current Target Bonusresignation or termination of employment for a period of 12 months from the date of Executive’s resignation or termination of employment (bonuses will be prorated for any partially completed bonus periods through the 12 month period from the date of Executive’s resignation or termination of employment), less any applicable state and federal required withholding amounts and other lawful deductions; and
, and (iv4) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) COBRA following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (1i) the close of the 12 month period following the resignation or termination of Executive’s employment, (2ii) the expiration of Executive’s continuation coverage under COBRA, or (3iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(c) All benefits set forth in Sections 6(a) and 6(b) are collectively referred to as “Severance.” In the event Executive is entitled to Severance under Section 6(b), Executive will not longer be entitled to Severance under Section 6(a). Subject to Section 7(a) and to any required six (6) month delay pursuant to Section 14, Severance payments, other than reimbursements of COBRA premiums, payments shall be made by Company on the date such payments would have been made had Executive’s employment relationship with Company in one lump sum and continued (e.g., Severance based on Base Salary shall be paid within thirty (30) days of any such termination of employmenttwice per month and Severance based on Target Bonuses shall be paid quarterly or annually as appropriate).
(d) In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event did not take place within sixty (60) days prior to or eighteen (18) months one year following a Change in Control (as defined below), then (i) Executive will receive immediate vesting with respect to the number of unvested stock options and stock appreciation rights that would have vested in accordance with Executive’s then-current stock option grants and stock appreciation rights had Executive remained employed for an additional 6 monthsmonths and, (ii) if applicable, the Company’s right of repurchase shall immediately continue to lapse in accordance with respect to Executive’s then-current restricted stock grants for which the Company’s right a period of repurchase would otherwise have lapsed within 6 months from the date of such
(e) such termination or resignation of employment, and (iii) the Executive will receiving immediate vesting with respect to Executive's outstanding restricted stock units, performance shares and other equity compensation that would have vested had Executive remained employed for an additional 6 months. If an award vests in whole or in part on the achievement of performance metrics that have not been achieved at the time of the Executive’s termination or resignation, vesting of such awards shall not be accelerated. In the event of Executive’s termination of employment as described in this subsection (d), the Executive’s then vested stock options shall be exercisable for 3 6 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(fe) In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to or eighteen (18) months one year following a Change in Control (as defined below), Executive will receive immediate vesting with respect to all unvested stock options and stock appreciation rights that are held by Executive, Executive and the Company’s right of repurchase shall lapse entirely with respect to restricted stock grants from the Company to Executive, and the vesting of all Executive's outstanding restricted stock units, performance shares and other equity compensation shall immediately vest in full; provided, however, if the award vests in whole or in part on the achievement of performance metrics, such metrics shall be deemed achieved at 100% of target levels (unless otherwise provided in the applicable award agreement). In the event of Executive’s termination of employment as described in this subsection (e), the Executive’s then outstanding stock options shall be exercisable for 3 until the earlier of (1) the expiration of 6 months after from Executive’s date of termination, or (2) the later of (i) December 31st of the calendar year in which such option would have expired pursuant to its original terms, or (ii) the fifteenth (15th) day of the third month following the date which such option would have expired pursuant to its original terms. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(gf) For purposes of this Section 6, “Cause” means (i) any act of personal dishonesty taken by Executive in the course of performing connection with Executive’s duties hereunderresponsibilities under this Agreement that is intended to result in Executive’s personal enrichment, (ii) Executive’s conviction of a felony, (iii) any act by Executive that constitutes material misconductmisconduct and is injurious to the Company, or (iv) repeated failures to follow the lawful, reasonable instructions of the Chief Executive Officer consistent with Executive’s duties hereunder, or (v) substantial and repeated violations of Executive’s fiduciary employment duties, responsibilities or obligations to CompanyCompany that are demonstrably willful and deliberate.
Appears in 1 contract
Sources: Employment Agreement (Taleo Corp)
Termination and Severance. (a) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) then Company or the successor corporation will (1) pay prorated bonuses for any partially completed bonus periods through Executives termination date (at an assumed 100% on-target achievement of goal), less any applicable state and federal required withholding amounts and other lawful deductions, (2) continue to pay Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment for a period of 6 months from the date of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions, and (3) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the 6 month period following the termination of Executive’s employment, (ii) the expiration of Executive’s continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(b) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event did not takes place within sixty (60) days prior to or eighteen (18) months one year following a Change in Control (as defined below), then Company or the successor corporation will (1) pay Executive:
(i) prorated bonuses for any bonus period partially completed bonus periods through Executives termination date (at the time an assumed 100% on-target achievement of Executive’s termination or resignation, a lump sum equal to the daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonusgoal), less any applicable state and federal required withholding amounts and other lawful deductions;
, (ii2) an additional lump sum equal continue to one hundred percent (100%) of pay Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment for a period of 12 months from the date of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions; and
, (iii3) pay bonuses (at an assumed 100% on-target achievement of goal) at the rate in effect at the time of Executive’s resignation or termination of employment for a period of 12 months from the date of Executive’s resignation or termination of employment (bonuses will be prorated for any partially completed bonus periods through the 12 month period from the date of Executive’s resignation or termination of employment), less any applicable state and federal required withholding amounts and other lawful deductions, and (4) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (i) the close of the 12 month period following the termination of Executive’s employment, (ii) the expiration of Executive’s continuation coverage under COBRA, or (iii) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(b) If Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to or eighteen (18) months following a Change in Control (as defined below), then Company or the successor corporation will pay Executive:
(i) for any bonus period partially completed at the time of Executive’s termination or resignation, a lump sum equal to the daily prorated amount of Executive’s then-current quarterly bonus (if any) and annual bonus, less any applicable state and federal required withholding amounts and other lawful deductions;
(ii) an additional lump sum equal to one hundred percent (100%) of Executive’s Base Salary at the rate in effect at the time of Executive’s resignation or termination of employment, less any applicable state and federal required withholding amounts and other lawful deductions;
(iii) an additional lump sum equal to one hundred percent (100%) of Executive’s then-current Target Bonus, less any applicable state and federal required withholding amounts and other lawful deductions; and
(iv) if Executive elects to continue Executive’s health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following such termination or resignation of Executive’s employment, pay the same portion of Executive’s monthly premium under COBRA as it pays for active employees until the earliest of (1) the close of the 12 month period following the termination of Executive’s employment, (2) the expiration of Executive’s continuation coverage under COBRA, or (3) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.
(c) All benefits set forth in Sections 6(a) and 6(b) are collectively referred to as “Severance.” In the event Executive is entitled to Severance under Section 6(b), Executive will not longer be entitled to Severance under Section 6(a). Subject to Section 7(a) and to any required six (6) month delay pursuant to Section 14, Severance payments, other than reimbursements of COBRA premiums, payments shall be made by Company on the date such payments would have been made had Executive’s employment relationship with Company in one lump sum and continued (e.g., Severance based on Base Salary shall be paid within thirty (30) days of any such termination of employmenttwice per month and Severance based on Target Bonuses shall be paid quarterly or annually as appropriate).
(d) In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event did not take place within sixty (60) days prior to or eighteen (18) months one year following a Change in Control (as defined below), then (i) Executive will receive immediate vesting with respect to the number of unvested stock options and stock appreciation rights that would have vested in accordance with Executive’s then-current stock option grants and stock appreciation rights had Executive remained employed for an additional 6 monthsmonths and, (ii) if applicable, the Company’s right of repurchase shall immediately continue to lapse in accordance with respect to Executive’s then-current restricted stock grants for which the Company’s right a period of repurchase would otherwise have lapsed within 6 months from the date of such
(e) such termination or resignation of employment, and (iii) the Executive will receiving immediate vesting with respect to Executive's outstanding restricted stock units, performance shares and other equity compensation that would have vested had Executive remained employed for an additional 6 months. If an award vests in whole or in part on the achievement of performance metrics that have not been achieved at the time of the Executive’s termination or resignation, vesting of such awards shall not be accelerated. In the event of Executive’s termination of employment as described in this subsection (d), the Executive’s then vested stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(fe) In addition to Severance, in the event that Company or a successor corporation terminates Executive’s employment for any reason other than Cause (as defined below) or if Executive resigns for Good Reason (as defined below) and either such event takes place within sixty (60) days prior to or eighteen (18) months one year following a Change in Control (as defined below), Executive will receive immediate vesting with respect to all unvested stock options and stock appreciation rights that are held by Executive, Executive and the Company’s right of repurchase shall lapse entirely with respect to restricted stock grants from the Company to Executive, and the vesting of all Executive's outstanding restricted stock units, performance shares and other equity compensation shall immediately vest in full; provided, however, if the award vests in whole or in part on the achievement of performance metrics, such metrics shall be deemed achieved at 100% of target levels (unless otherwise provided in the applicable award agreement). In the event of Executive’s termination of employment as described in this subsection (e), the Executive’s then outstanding stock options shall be exercisable for 3 months after Executive’s date of termination. Notwithstanding the foregoing, in no case shall any option be exercisable after the expiration of its term.
(gf) For purposes of this Section 6, “Cause” means (i) any act of personal dishonesty taken by Executive in the course of performing connection with Executive’s duties hereunderemployment responsibilities, (ii) Executive’s conviction of a felony, (iii) any act by Executive that constitutes material misconduct, (iv) repeated failures to follow the lawful, reasonable instructions of the Chief Executive Officer consistent with Executive’s duties hereunderOfficer, or (v) substantial and repeated violations of Executive’s employment or fiduciary duties, responsibilities or obligations to Company.
Appears in 1 contract
Sources: Employment Agreement (Taleo Corp)