Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If the Executive’s employment hereunder is terminated by the Company without Cause or if the Executive resigns for Good Reason, the Executive shall be entitled to receive solely the following in addition to the Accrued Rights, subject to Section 2(g) and the Executive’s continued compliance with the provisions of Sections 3 and 4: (i) continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment for twelve (12) months following such last date of employment, in accordance with the Company’s standard payroll practices for executive officers; (ii) a lump sum amount equal to the Annual Bonus the Executive would otherwise have received for the fiscal year in which the Executive’s termination of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and (iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of the date of termination, (1) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and (iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months or until such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days of the date of Executive’s termination of employment as determined solely by the Company; For the avoidance of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach of the provisions of Sections 3 or 4 of this Agreement.
Appears in 6 contracts
Sources: Termination Protection Agreement (Signet Jewelers LTD), Termination Protection Agreement (Signet Jewelers LTD), Termination Protection Agreement (Signet Jewelers LTD)
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If the Executive’s employment hereunder is terminated by the Company without Cause as provided in Section 4(d) or if the Executive resigns terminates the Executive’s employment for Good ReasonReason as provided in Section 4(e), then the Company shall, through the Date of Termination, pay the Executive the Executive’s Accrued Benefit. Additionally, if (i) the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d) or by the Executive for Good Reason as provided in Section 4(e), (ii) the Executive signs a general release of claims in a form and manner reasonably satisfactory to the Company (the “Release”) within 21 days (or such other time as is required by law to make the Release effective and is set forth in the Release) of the receipt of the Release and does not revoke such Release during the seven-day revocation period, and (iii) the Executive complies with the Nondisclosure and Inventions Agreement between the Executive and the Company attached hereto as Exhibit A (as amended, the “Inventions Agreement”), the Confidentiality Agreement between the Executive shall be entitled to receive solely and the following in addition to Company attached hereto as Exhibit B (as amended, the Accrued Rights, subject to Section 2(g“Confidentiality Agreement”) and the Executive’s continued compliance covenants set forth in Section 8 of this Agreement (collectively with the provisions of Sections 3 Inventions Agreement and 4the Confidentiality Agreement, the “Restrictive Covenants”), then:
(i) continued payment of the Company shall pay the Executive an amount equal to 0.5 times the Executive’s then annual Base Salary and such amount shall be paid out in effect a lump sum on the last first payroll date after the Date of Termination or expiration of the Executive’s employment seven-day revocation period for twelve (12) months the Release, if later; provided, however, if the Company has not provided the Executive with a form of Release reasonably satisfactory to the Company by February 1st following the calendar year in which the Date of Termination occurs then such last date amount shall be paid out no later than March 15th following the calendar year in which the Date of employment, in accordance with the Company’s standard payroll practices for executive officersTermination occurs;
(ii) a lump sum amount equal upon the Date of Termination, all vested stock options shall be exercisable until the earlier of 3 months after the Date of Termination or the date of expiration of the stock option pursuant to the Annual Bonus the Executive would otherwise have received for the fiscal year in applicable plan and/or award agreement pursuant to which the Executive’s termination of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signetstock option was granted; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of Company shall allow the date of termination, (1) with respect Executive to awards that vest in whole or in part based on performancecontinue to participate, at the end of each completed performance cycle for each such awardExecutive’s election, vesting shall be calculated by multiplying (A) in the total number of awards that would have vested based on actual performance during the full performance cycle Company’s then current health insurance plan and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days any other Company plan in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “shortwhich employees are generally permitted to continue to participate post-term deferral” period under Section 409A (defined below)), and (2) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards that would have vested if and in which the Executive had remained employed during was enrolled at the full performance cycle time of such termination and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with at the Company’s standard payroll practices expense for twelve the initial period of six (126) months or until from the Date of Termination; provided, however, that such earlier continued participation shall in all cases be subject to the applicable law and the plan’s terms and conditions governing participation by non-employees after their termination of COBRA coverage, with the first payment within seventy-two (72) days of the date of Executive’s termination of employment as determined solely by the Company; For the avoidance of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach of the provisions of Sections 3 or 4 of this Agreementemployment.
Appears in 3 contracts
Sources: Employment Agreement (Ener1 Inc), Employment Agreement (Ener1 Inc), Employment Agreement (Ener1 Inc)
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, during the Employment Term, the Executive’s employment hereunder is terminated by the Company without Cause or if the Executive resigns terminates employment for Good ReasonReason (in each case other than due to the Executive’s death or Disability), the Executive shall will be entitled to receive solely from the following Company, in addition full satisfaction of the Executive’s rights and any benefits the Executive is entitled to under this Agreement, any other employment arrangement with the Accrued RightsCompany Group or otherwise, the following, subject to Section 2(g) and the Executive’s continued compliance with the provisions of Sections 3 and 4:8(e):
(i) continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment for twelve (12) months following such last date of employment, in accordance with the Company’s standard payroll practices for executive officersThe Accrued Compensation and Benefits;
(ii) a A lump sum amount cash payment equal to 200% of the Annual Bonus Base Salary, payable within ten days following the Executive would otherwise have received for the fiscal year in which the Executive’s date of termination of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; andemployment;
(iii) in respect A lump sum cash payment equal to 200% of each then-ongoing performance cycle under the Long Term Incentive Plan as of Target Bonus, payable on the 60th day following the date of terminationtermination of employment;
(iv) A lump sum cash payment, (1) with respect payable within ten days following the date of termination of employment, equal to awards that vest in whole or in part based on performance, at the end product of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and 24 multiplied by (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion employer portion of the applicable performance cycle in accordance with monthly cost of maintaining health benefits for the Long Term Incentive Plan Executive (but no later than and the “short-term deferral” period under Section 409A (defined below)), Executive’s spouse and (2eligible dependents) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment under a group health plan of the Company for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), excluding any short-term or long-term disability insurance benefits;
(v) Notwithstanding the terms of any equity agreement, on the 60th day following the date of termination of employment, shall be calculated by multiplying (A) all of the total number of Executive’s outstanding time-vested equity awards that would otherwise have vested within one year following the date of termination of employment (if the Executive had remained employed during by the full Company) will fully vest and become non-forfeitable, with (A) any such outstanding time-vested stock options and stock appreciation rights becoming fully exercisable, subject to any applicable performance cycle conditions (and with all such stock options and stock appreciation rights remaining exercisable until the date of expiration of the original term of such award); and (B) the quotient obtained from dividing time-based restriction period on any such restricted stock and any such restricted stock units held by the number of calendar days worked during Executive lapsing and any other time-vesting requirements or conditions with respect to the foregoing or other such time-vested equity-based awards held by the Executive lapsing and being disregarded, subject to any applicable performance cycle through the date of termination by the number of calendar days in such performance cycleconditions, payable and all equity awards accelerated pursuant to this paragraph will be settled in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months or until such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days terms of the date of Executive’s termination of employment as determined solely by applicable equity incentive plan and/or the Company; For the avoidance of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach of the provisions of Sections 3 or 4 of this Agreementapplicable award agreement.
Appears in 2 contracts
Sources: Employment Agreement (Empeiria Acquisition Corp), Employment Agreement (Empeiria Acquisition Corp)
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If the Executive’s employment hereunder is terminated by the Company without Cause or if the Executive resigns for Good Reason, the Executive shall be entitled to receive solely the following in addition to the Accrued Rights, subject to Section 2(g) and the Executive’s continued compliance with the provisions of Sections 3 3, 4 and 45:
(i) continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment for twelve (12) months following such last date of employment, in accordance with the Company’s standard payroll practices for executive officers;
(ii) a lump sum amount equal to the Annual Bonus the Executive would otherwise have received for the fiscal year in which the Executive’s termination of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of the date of termination, (1) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months or until such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days of the date of Executive’s termination of employment as determined solely by the Company; For the avoidance of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach of the provisions of Sections 3 3, 4 or 4 5 of this Agreement.
Appears in 2 contracts
Sources: Termination Protection Agreement (Signet Jewelers LTD), Termination Protection Agreement (Signet Jewelers LTD)
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If the Executive’s employment hereunder is terminated Executive ceases to be employed by the Company prior to the expiration of the Term because the Executive was terminated without Cause or if the Executive resigns resigned for Good Reason, the Executive shall be entitled to receive solely the following in addition to the Accrued Rights, subject to Section 2(g) and the Executive’s continued compliance with the provisions of Sections 3 and 4:
will: (i) continued payment be subject to the Separation Program; provided, however, if the date of termination occurs after September 30, 2020, the Executive’s Base Salary in effect on two years of salary and bonus payable to the Executive under the Separation Program shall be multiplied by a fraction, the numerator of which shall be the number of days from the last date day of employment until September 30, 2022 and the Executive’s denominator of which shall be 730, and shall not be payable if the last day of employment for twelve (12) months following such last date of employmentis on or after September 30, in accordance with the Company’s standard payroll practices for executive officers;
2022; (ii) a lump sum amount equal with respect to all equity Awards under the Annual Bonus the Executive would otherwise have received LTIP, (A) Stock Options and Stock Appreciation Rights shall continue to vest and be exercisable for the fiscal year full term set forth in which the Executive’s termination of employment occurredaward agreement, (B) Restricted Shares, Deferred Stock Units, and any similar awards (e.g., restricted stock units) subject solely to time based vesting conditions shall vest on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of the date of termination, and (1C) with respect to awards Awards that vest in whole are conditioned on the satisfaction of performance conditions shall be vested and paid out or in part based on performance, distributed following the determination of performance for the applicable performance period at the end same time as such Awards are generally paid or distributed to other senior executives of each completed performance cycle for each such awardthe Company, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during for the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined below))period, and (2iii) with respect continue to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated covered by multiplying (A) the total number of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll policies and practices for twelve (12) months regarding indemnification and Directors and Officers insurance in the same amount and to the same extent as the Company covers its other officers and directors. The Executive shall also be treated as having a Retirement upon such a termination to the extent more favorable to Executive on an element by element basis. Other than as stated in this Section 12(d), the Executive shall have no other rights or until remedies, unless such earlier termination of COBRA coverage, with falls within the first payment within seventy-two (72) days scope of the date of Executive’s termination of employment as determined solely by Change in Control Agreement, in which event the Company; For the avoidance of doubt, all payments under this Section 2(b) Change in Control Agreement shall cease upon the Executive’s breach of the provisions of Sections 3 or 4 of this Agreementapply.
Appears in 2 contracts
Sources: Employment Agreement (Air Products & Chemicals Inc /De/), Employment Agreement (Air Products & Chemicals Inc /De/)
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, during the Employment Term, the Executive’s employment hereunder is terminated by the Company without Cause (with 30 days’ written notice by the Company) or if the Executive resigns terminates employment for Good ReasonReason (in each case other than due to the Executive’s death or Disability), the Executive shall will be entitled to receive solely from the Company, in full satisfaction of the Executive’s rights and any benefits the Executive is entitled to under this Agreement, the following in addition to the Accrued Rightsbenefits, subject to Section 2(g4(f) and the Executive’s continued compliance with the provisions other terms of Sections 3 and 4this Agreement:
(i) continued payment The Accrued Compensation and Benefits;
(ii) A lump sum amount equal to one and one half (1.5) times the sum of the Executive’s Base Salary in effect on as of the last date of the Executive’s employment for twelve (12) months following such last date his termination of employment, to be paid in accordance with the Company’s standard payroll practices for executive officerswith, and subject to, Section 4(f);
(iiiii) a A lump sum amount equal to the Annual Bonus average annual cash incentive bonus paid to the Executive would otherwise have received for in respect of the fiscal last three (3) calendar years prior to the year in which the Executive’s termination of employment occurred, occurred (based solely on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) amounts paid in respect of each then2019 and beyond), to be paid in accordance with, and subject to, Section 4(f);
(iv) a pro-ongoing rated Annual Bonus for the year in which the termination of employment occurred (based on the actual achievement of any applicable performance cycle under criteria), and pro-rated based on the Long Term Incentive Plan number of days the Executive was employed by the Company during the calendar year in which his termination of employment occurs (the “Pro-Rated Annual Bonus”), payable as and when annual bonuses are paid to similarly situated executives of the date Company, but in no event later than March 15th of termination, the year following the year in which such Annual Bonus was earned;
(1v) with respect A lump sum cash payment equal to awards that vest in whole or in part based on performance, at the end product of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and 18 multiplied by (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to awards that vest solely an amount based on the provision employer portion of servicesthe monthly cost of maintaining health benefits for Executive (and the Executive’s spouse and eligible dependents) or, vestingto the extent the Executive does not participate in such health benefits, other similarly situated executives of the Company (as reasonably determined by the Company), in each case as of the date of termination of employment, shall be calculated by multiplying (A) employment under a group health plan of the total number Company for purposes of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to be paid in accordance with, and subject to, Section 4(f); and
(vi) Subject to Section 4(f), each outstanding stock option to purchase shares of the Company’s common stock shall be treated as follows: (i) each Priced Stock Option that has not previously become vested (and with respect to which the Executive would not otherwise be entitled to vesting acceleration) shall become vested as of the Severance Payment Date, and (ii) each Unpriced Stock Option shall be priced with a cash payment per share exercise price equal to the employer contribution closing price of a share of common stock of the Company on the NYSE on the Severance Payment Date, and shall be vested as of the Severance Payment Date (each Priced Stock Option that vests pursuant to the premium payment for actively employed senior executives with foregoing sentence and each Unpriced Stock Option, collectively, the same level “Accelerated Stock Options”). All Accelerated Stock Options shall remain exercisable until the expiration date of coveragethe full original term of such Accelerated Stock Option. Except to the extent modified hereby, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months or until Accelerated Stock Options shall continue to be subject to the terms and conditions of the equity plan and award agreements applicable to each such earlier termination of COBRA coverage, with Accelerated Stock Option. All other equity-based compensation awards held by the first payment within seventy-two (72) days Executive as of the date of the Executive’s termination of employment as determined solely by shall be treated in accordance with the Company; For the avoidance of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach terms of the provisions of Sections 3 or 4 of this Agreementapplicable award agreement.
Appears in 2 contracts
Sources: Employment Agreement (SEACOR Marine Holdings Inc.), Employment Agreement (SEACOR Marine Holdings Inc.)
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, during the Term, the Executive’s employment hereunder is terminated by the Company without Cause (other than a termination pursuant to Section 6(a)) or if the Executive resigns terminates her employment for Good ReasonReason (in either case, a “Qualifying Termination”), then the Executive Company shall be entitled to receive solely the following in addition to pay or provide the Accrued RightsCompensation and Benefits, and subject to Section 2(g) and the Executive’s continued compliance with the provisions of Sections 3 and 4:6(f):
(i) continued payment The Company shall make cash payments to the Executive equal in the aggregate to the product of (A) one and one-half (1.5) (the “Severance Multiple”) and (B) the sum of the Executive’s Base Salary and Target Bonus as in effect immediately prior to the date of termination (without regard to any reduction to the Base Salary or Target Bonus that gave rise to Good Reason), payable in four (4) substantially equal installments, commencing on the last 90th day following the date of termination (the Executive’s employment for twelve “Initial Payment Date”) and continuing on the next three (123) months following such last date three (3) month anniversaries of employment, in accordance with the Company’s standard payroll practices for executive officersInitial Payment Date (the “Severance Payments”);
(ii) The Company shall make a lump sum amount cash payment to the Executive equal to the product of (A) the Annual Bonus the Executive would otherwise have received for had she remained employed through the fiscal last day of the calendar year to which the bonus relates, based on actual performance through the applicable performance period, and (B) a fraction, the numerator of which is the number of days the Executive was employed by the Company in the year in which the date of termination occurred and the denominator of which is 365, payable at the time bonus payments are made to other executives of the Company but in no event later than March 15 of the calendar year following the year that includes the Executive’s date of termination of employment occurred, based on actual performance, payable in a lump sum during (the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and“Pro-Rata Bonus”);
(iii) Unless otherwise agreed to in respect writing between the parties, 50% of each then-ongoing performance cycle under the Long Term Incentive Plan as of the date of termination, (1) with respect to awards any Equity Awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to awards that vest solely based on the provision of services, vesting, are unvested as of the date of termination shall become immediately and fully vested and exercisable, subject to any performance conditions or restrictions on exercise contained in the applicable award agreements for such Equity Awards, and the remaining 50% of employment, any unvested Equity Awards shall be calculated by multiplying (A) forfeited; provided, however, in the total number of awards that would have vested if event the Executive had remained employed Qualifying Termination occurs during the full six-month period immediately preceding a Change of Control, then 100% of any unvested Equity Awards shall become fully vested and exercisable, with any performance cycle and (B) conditions or restrictions on exercise deemed satisfied, effective as of the quotient obtained from dividing consummation of the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days Change in such performance cycle, payable in accordance with the Long Term Incentive PlanControl; and
(iv) if The Executive timely elects and her covered dependents shall be entitled to continued participation for eighteen (18) months following the date of termination (the “Benefit Continuation Period”) in such medical, dental, vision and hospitalization insurance coverage in which the Executive and her eligible dependents were participating immediately prior to the date of termination, subject to the terms and conditions of the applicable benefit plans as in effect from time to time (the “Continued Benefits”), provided that the Executive shall not be required to pay any premiums or other amounts to obtain such coverage. The full amount of the premiums that the Executive would be required to pay to obtain the Continued Benefits actually provided to the Executive during the Benefit Continuation Period under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (the “COBRAPremium Cost”), a cash payment equal shall be imputed as taxable income to the employer contribution to Executive, and the premium Executive shall be responsible for the payment for actively employed senior executives with of all income taxes incurred as a result of such imputed income, provided that the same level of coverage, payable monthly in accordance with Company will reimburse the Executive (within thirty (30) days following the Company’s standard payroll practices for twelve (12) months or until such earlier termination receipt of COBRA coverage, with the first payment within seventy-two (72) days evidence of the date cost to Executive) for the amount of Executive’s termination such income taxes plus the amount of employment as determined solely all additional income taxes incurred by the Executive upon such payment by the Company; For . If the avoidance Executive is not permitted to receive a Continued Benefit during the Benefit Continuation Period as a result of doubt, all payments under this Section 2(b) shall cease upon applicable law or the Executive’s breach terms of the provisions applicable Employee Plan, the Company shall reimburse the Executive (within thirty (30) days following the Company’s receipt of Sections 3 evidence of the cost to Executive) for (i) the amount actually incurred by the Executive to obtain coverage no more favorable than the applicable Continued Benefit, up to the portion of the Premium Cost necessary to provide the corresponding Continued Benefit for the applicable portion of the Continued Benefit Period, plus (ii) the amount of all additional income taxes incurred by the Executive upon such payment by the Company (the “Benefit Reimbursement”). Notwithstanding the foregoing, the Executive shall not be entitled to receive a Continued Benefit or 4 the Benefit Reimbursement to the extent that she becomes eligible to receive a comparable benefit from another employer of this Agreementhers during the Benefit Continuation Period. The Executive shall promptly, and in no event later than five (5) business days after the commencement of eligibility thereof during the Benefit Continuation Period, report the eligibility to receive any such comparable benefit to the Company.
Appears in 1 contract
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, prior to the expiration of the Employment Term, the Executive’s employment hereunder is terminated by the Company without Cause or the Executive terminates his employment hereunder for Good Reason, conditioned upon the Executive delivering to the Company a release in a form reasonably satisfactory to the Company with all periods for revocation expired, notwithstanding any provision in the terms of any incentive compensation plan or agreement to the contrary, in full satisfaction of the Executive’s rights and any benefits the Executive might be entitled to under The Nextel Severance Benefits Plan, or any successor plan, program, agreement or arrangement, the Executive shall be entitled to:
(i) receive from the Company his Base Salary then in effect for the greater of the remainder of the Employment Term or twenty-four (24) months (the “Severance Period”), payable through periodic payments with the same frequency as the Company’s payroll schedule following the termination of the Executive’s employment;
(ii) continue participation in the Company’s health care, life and long-term disability plans, substantially on the same basis that the Executive participated in such health care, life and long-term disability plans prior to the termination of his employment for the Severance Period; provided, however, that benefits otherwise receivable by the Executive pursuant to this Section 9(b)(ii) shall be applied against the maximum period of continuation coverage provided under Section 4980B of the Code;
(iii) (A) receive full payment of the Bonus Award for the Company’s fiscal year during which his termination of employment occurs, (B) receive full payment of the Bonus Award for the next fiscal year following the fiscal year during which his termination of employment occurs and (C) receive payment of a pro rata portion of the Bonus Award for the second year following the fiscal year during which the Executive’s employment terminates (such pro rata formula shall be determined based on the number of months of service provided by the Executive during the fiscal year during which his termination of employment occurs), which shall not be payable until the Compensation Committee has determined that any incentive targets have been achieved and the subsequent designated payout date has arrived;
(iv) receive either (A) a pro rata portion of any LTPP Target Award Opportunity to which he would otherwise be entitled for the LTPP performance period during which his termination of employment occurs (but not for any later years) if such termination occurs during the first year of the two-year LTPP performance period or (B) full payment of any LTPP Target Award Opportunity to which he would otherwise be entitled for the LTPP performance period during which his termination of employment occurs (but not for any later years) if such termination occurs during the second year of the two-year LTPP performance period, in each case, in accordance with the then existing terms of the LTPP, which shall not be payable until the Compensation Committee has determined that any incentive targets have been achieved and the subsequent designated payout date has arrived;
(v) accelerated vesting of any unvested deferred shares, restricted shares and stock options granted to the Executive which have not otherwise vested and any vested stock options shall remain outstanding and exercisable for twelve (12) months following the Executive’s termination of employment, and to the extent not awarded, the remaining tranches of the Deferred Shares Award shall be awarded effective immediately prior to the termination of the Executive’s employment and any unvested portions of each tranche of the Deferred Shares Award shall immediately vest and become nonforfeitable; and
(vi) receive outplacement services by a firm selected by the Company at its expense in an amount not to exceed the lesser of $50,000 or 10% of the Executive’s Base Salary. Notwithstanding the foregoing, if the Executive resigns terminates his employment for Good ReasonReason due to the relocation of the Executive’s principal place of work, as set forth in Section 9(f)(iii), in lieu of payments and benefits set forth under Section 9(b)(i), (ii), (iii), (iv), (v) and (vi), the Executive shall be entitled to receive solely (A) the following in addition to the Accrued Rightscompensation and benefits provided under Sections 9(b)(i), subject to Section 2(g(ii) and the Executive’s continued compliance with the provisions (iii) for a maximum period of Sections 3 and 4:
(i) continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment for twelve (12) months following and under Section 9(b)(v), as provided in such last date provision and (B) a pro rata portion of employmentthe Executive’s LTPP Target Award Opportunity, in accordance with if any, for the Company’s standard payroll practices for executive officers;
(ii) a lump sum amount equal to the Annual Bonus the Executive would otherwise have received for the fiscal year in during which the Executive’s termination of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of the date of termination, (1) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan occurs (but no not for any later than the “short-term deferral” period under Section 409A (defined below)), and (2years) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under then existing terms of such cash incentive compensation, which shall not be payable until the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to Compensation Committee has determined that any incentive targets have been achieved and the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months or until such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days of the date of Executive’s termination of employment as determined solely by the Company; For the avoidance of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach of the provisions of Sections 3 or 4 of this Agreementsubsequent designated payout has arrived.
Appears in 1 contract
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If during the Employment Term, the Executive’s employment hereunder is terminated by the Company without Cause or if the Executive resigns terminates employment for Good ReasonReason (in each case other than due to the Executive’s death or Disability), the Executive shall will be entitled to receive solely from the following Company, in addition full satisfaction of the Executive’s rights and any benefits the Executive is entitled to under this Agreement, any other employment arrangement with the Accrued RightsCompany Group or otherwise, subject to Section 2(g6.7 for the benefits described in clauses (ii) and through (viii) below, the Executive’s continued compliance with the provisions of Sections 3 and 4:
following: (i) continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment for Accrued Compensation and Benefits; (ii) twelve (12) months following of salary continuance at the same rate as the Base Salary at the time of termination, less applicable withholdings and deductions; (iii) a one-time lump sum payment in an amount equivalent to twelve (12) times the amount that the Company contributes to the health insurance premiums of the Executive per month at the time of the Executive’s termination, less applicable withholdings and deductions; (iv) accelerated vesting of any portion of the RSUs described in Section 4.3 that remain unvested and outstanding as of the Executive’s termination date (which equity-based awards or RSUs thereafter will be settled and payable); (v) accelerated vesting of a pro rata portion of any other equity-based awards (other than the RSUs described in Section 4.3) that are subject to solely time-based vesting conditions and are held by Executive at the time of termination (the “Time Vesting Equity Awards”), determined by multiplying the number of shares of Company common stock subject to each such last date Time Vesting Equity Award by a fraction, the numerator of employmentwhich is the number of days elapsed since the beginning of the vesting period through the Date of Termination and the denominator of which is the number of total days in the vesting period; (vi) continued eligibility for vesting of a pro rata portion of any other equity-based awards (other than the RSUs described in Section 4.3 and any Time Vesting Equity Awards) that are subject to performance-based vesting conditions and are held by Executive at the time of termination (the “Performance Vesting Equity Awards”), with such pro-rata portion determined consistent with clause (v) above, and with the ultimate amount of any such Performance Vesting Equity Awards vesting based upon application of any applicable performance metrics determined by the Company in its sole discretion with respect to such Performance Equity Awards, and otherwise settled in accordance with the Company’s standard payroll practices for executive officers;
applicable award agreement governing such Performance Vesting Equity Awards; (iivii) a lump sum an amount equal to the Annual Bonus the Executive would otherwise have received for the fiscal year in which a pro rata share of the Executive’s termination of employment occurred, based on actual performance, payable in a lump sum during annual bonus for the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of the date of termination, (1) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated termination determined by multiplying (A) the total number annual bonus by a fraction, the numerator of awards that would have vested based on actual performance during the full performance cycle and (B) the quotient obtained from dividing which is the number of calendar days worked during elapsed in the applicable performance cycle year through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months or until such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days of the effective date of Executive’s termination and the denominator of employment as which is 365, and based upon application of the performance metrics determined solely 4 by the CompanyCompany in its sole discretion with respect to such bonus, and otherwise payable at the same time that annual bonuses in respect of the applicable calendar year are otherwise paid to employees of the Company (the “Pro-Rata Bonus”); For and (viii) in the avoidance event that the effective date of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach termination occurs after the end of a calendar year worked by Executive and prior to payment of bonuses for that calendar year, the Company will pay Executive her bonus for such calendar year (if any) calculated based upon application of the provisions of Sections 3 or 4 of this Agreementperformance metrics determined by the Company in its sole discretion with respect to such bonus.
Appears in 1 contract
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, during the Initial Employment Term or any Renewal Term if the Employment Term is extended, the Executive’s employment hereunder is terminated by the Company without Cause or if by the Executive resigns for Good Reason, in full satisfaction of the Executive’s rights and any benefits the Executive shall might be entitled to under this Agreement, the Executive will be entitled to receive solely from the following in addition to the Accrued Rights, subject to Section 2(g) and the Executive’s continued compliance with the provisions of Sections 3 and 4Company:
(i) continued payment of the Executive’s accrued, but unpaid, Base Salary in effect on the last date of the Executive’s employment for twelve (12) months following such last date of employmentSalary, in accordance with the Company’s standard payroll practices for executive officers;
(ii) a lump sum amount equal to the Annual Bonus the Executive would otherwise have received for the fiscal year in which the Executive’s termination of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April Perquisite Allowance and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of the date of termination, (1) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle vacation pay through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard normal payroll practices for twelve and other benefits as provided under this Agreement or any Employee Plan, including the SERP, all in accordance with the terms of this Agreement or such Employee Plan including the SERP and applicable law;
(12ii) months or until such earlier continuation of his Base Salary and Perquisite Allowance in effect immediately prior to the termination of COBRA coveragehis employment, which payments will be paid to the Executive in equal installments on the regular payroll dates under the Company’s payroll practices applicable to the Executive at the time of termination for the duration of the Payment Period, and each such payment will be a separate payment and not one of a series of payments for purposes of Section 409A of the Code; Any obligation of Company to make any payment pursuant to Section 9(b)(ii) is conditioned upon the Executive first delivering to Company a release in the form customarily used for the termination of executives (the “Release”) within 30 calendar days after termination of the Executive’s employment, with all periods for revocation expired (the first “Release Effective Date”);
(iii) a pro rata payment within seventy-two (72) days of the Annual Bonus Award at the Target payout rate under the then current bonus plan adopted by the Compensation Committee, for the portion of the Company’s fiscal year prior to the date of Executive’s termination of employment as determined solely his employment;
(iv) Unvested LTIP awards shall fully vest and be deemed earned by the CompanyExecutive and shall be paid to the Executive in accordance with Section 4(c)(v) above; For and
(v) continuation of life, disability, health and welfare benefits at the avoidance of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach levels in effect as of the provisions Termination Date at no additional cost to the Executive than that which was in effect as of Sections 3 or 4 the Termination Date (subject to annual increases applicable to all management employees) for a period of this Agreementone year; providing that such benefits shall be reduced to the extent comparable benefits are made available to the Executive from a successor employer, and the Executive shall be obligated to report such benefits to the Company.
Appears in 1 contract
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, during the Employment Term, the Executive’s employment hereunder is terminated by the Company without Cause or if the Executive resigns terminates his or her employment for Good ReasonReason (in each case, other than due to the Executive’s death or Disability), the Executive shall will be entitled to receive solely from the following Company, in addition to full satisfaction of the Accrued RightsExecutive’s rights under this Agreement, the following, subject to the Executive’s compliance with Section 2(g7(d) and the Executive’s continued compliance with the provisions other terms and conditions of Sections 3 and 4this Agreement:
(i) continued payment of The Accrued Compensation and Benefits;
(ii) An amount equal to the Executive’s then-current Base Salary Salary, to be paid in effect on accordance with the last date Company’s normal payroll practice for a period of the Executive’s employment for twelve (12) months following such last the date of the Executive’s termination of employment;
(iii) An amount equal to twelve (12) months of the employer-portion of maintaining health and welfare benefits for the Executive, the Executive’s spouse and eligible dependents at the coverage/enrollment levels in place as of the date of the Executive’s termination of employment, to be paid in accordance with the Company’s standard payroll practices for executive officers;
(ii) a lump sum amount equal on the 60th day following the date of the Executive’s termination of employment; and
(iv) A prorated Annual Bonus with respect to the Annual Bonus the Executive would otherwise have received for the fiscal year in which the Executive’s termination of employment occurredoccurs, based on actual performanceperformance results for such year, payable in a lump sum during and pro-rated such that the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of the date of termination, (1) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) denominator equals the total number of awards that would have vested based on actual performance days occurring during the full performance cycle period for such fiscal year and (B) the quotient obtained from dividing numerator equals the number of calendar days worked during the applicable performance cycle through the date of termination Executive was employed by the number of calendar days in Company Group during such performance cycleperiod (such amount, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “shortPro-term deferral” period under Section 409A (defined belowRated Annual Bonus”)), and (2) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, . The Pro-Rated Annual Bonus shall be calculated by multiplying (A) the total number of payable when and if annual incentive awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve annual incentive plan (12) months or until such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days other annual incentive plan of the date Company as may be in effect from time to time) are paid to other senior executives of Executive’s termination of employment as determined solely by the Company; For the avoidance of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach but in no event later than March 15 of the provisions of Sections 3 or 4 of this Agreementyear following the calendar year to which such payment relates.
Appears in 1 contract
Sources: Employment Agreement (Volt Information Sciences, Inc.)
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, during the Employment Term, the Executive’s employment hereunder is terminated by the Company without Cause (with 30 days’ written notice by the Company) or if the Executive resigns terminates employment for Good ReasonReason (in each case other than due to the Executive’s death or Disability), the Executive shall will be entitled to receive solely from the Company, in full satisfaction of the Executive’s rights and any benefits the Executive is entitled to under this Agreement, the following in addition to the Accrued Rightsbenefits, subject to Section 2(g4(f) and the Executive’s continued compliance with the provisions other terms of Sections 3 and 4this Agreement:
(i) continued payment The Accrued Compensation and Benefits;
(ii) A lump sum amount equal to two times the sum of the Executive’s Base Salary in effect on as of the last date of the Executive’s employment for twelve (12) months following such last date his termination of employment, to be paid in accordance with the Company’s standard payroll practices for executive officerswith, and subject to, Section 4(f);
(iiiii) a A lump sum amount equal to the Annual Bonus average annual cash incentive bonus paid to the Executive would otherwise have received for in respect of the fiscal last three (3) calendar years prior to the year in which the Executive’s termination of employment occurred, occurred (based solely on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) amounts paid in respect of each then2019 and beyond), to be paid in accordance with, and subject to, Section 4(f);
(iv) a pro-ongoing rated Annual Bonus for the year in which the termination of employment occurred (based on the actual achievement of any applicable performance cycle under criteria), and pro-rated based on the Long Term Incentive Plan number of days the Executive was employed by the Company during the calendar year in which his termination of employment occurs (the “Pro-Rated Annual Bonus”), payable as and when annual bonuses are paid to similarly situated executives of the date Company, but in no event later than March 15th of termination, the year following the year in which such Annual Bonus was earned;
(1v) with respect A lump sum cash payment equal to awards that vest in whole or in part based on performance, at the end product of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and 24 multiplied by (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to awards that vest solely an amount based on the provision employer portion of servicesthe monthly cost of maintaining health benefits for Executive (and the Executive’s spouse and eligible dependents) or, vestingto the extent the Executive does not participate in such health benefits, other similarly situated executives of the Company (as reasonably determined by the Company), in each case as of the date of termination of employment, shall be calculated by multiplying (A) employment under a group health plan of the total number Company for purposes of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to be paid in accordance with, and subject to, Section 4(f); and
(vi) Subject to Section 4(f), each outstanding stock option to purchase shares of the Company’s common stock shall be treated as follows: (i) each Priced Stock Option that has not previously become vested (and with respect to which the Executive would not otherwise be entitled to vesting acceleration) shall become vested as of the Severance Payment Date, and (ii) each Unpriced Stock Option shall be priced with a cash payment per share exercise price equal to the employer contribution closing price of a share of common stock of the Company on the NYSE on the Severance Payment Date, and shall be vested as of the Severance Payment Date (each Priced Stock Option that vests pursuant to the premium payment for actively employed senior executives with foregoing sentence and each Unpriced Stock Option, collectively, the same level “Accelerated Stock Options”). All Accelerated Stock Options shall remain exercisable until the expiration date of coveragethe full original term of such Accelerated Stock Option. Except to the extent modified hereby, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months or until Accelerated Stock Options shall continue to be subject to the terms and conditions of the equity plan and award agreements applicable to each such earlier termination of COBRA coverage, with Accelerated Stock Option. All other equity-based compensation awards held by the first payment within seventy-two (72) days Executive as of the date of the Executive’s termination of employment as determined solely by shall be treated in accordance with the Company; For the avoidance of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach terms of the provisions of Sections 3 or 4 of this Agreementapplicable award agreement.
Appears in 1 contract
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, during the Employment Term, the Executive’s employment hereunder is terminated by the Company without Cause or if the Executive resigns terminates employment for Good ReasonReason (in each case other than due to the Executive’s death or Disability), the Executive shall will be entitled to receive solely from the following Company, in addition full satisfaction of the Executive’s rights and any benefits the Executive is entitled to under this Agreement, any other employment arrangement with the Accrued RightsCompany Group or otherwise, the following, subject to Section 2(g) and the Executive’s continued compliance with the provisions of Sections 3 and 4:8(e):
(i) continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment for twelve (12) months following such last date of employment, in accordance with the Company’s standard payroll practices for executive officersThe Accrued Compensation and Benefits;
(ii) a A lump sum amount cash payment equal to 100% of the Annual Bonus Base Salary, payable within ten days following the Executive would otherwise have received for the fiscal year in which the Executive’s date of termination of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; andemployment;
(iii) in respect A lump sum cash payment equal to 100% of each then-ongoing performance cycle under the Long Term Incentive Plan as of Target Bonus, payable on the 60th day following the date of terminationtermination of employment;
(iv) A lump sum cash payment, (1) with respect payable within ten days following the date of termination of employment, equal to awards that vest in whole or in part based on performance, at the end product of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and 12 multiplied by (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion employer portion of the applicable performance cycle in accordance with monthly cost of maintaining health benefits for the Long Term Incentive Plan Executive (but no later than and the “short-term deferral” period under Section 409A (defined below)), Executive’s spouse and (2eligible dependents) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment under a group health plan of the Company for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), excluding any short-term or long-term disability insurance benefits.
(v) Notwithstanding the terms of any equity agreement, on the 60th day following the date of termination of employment, shall be calculated by multiplying (A) all of the total number of Executive’s outstanding time-vested equity awards that would otherwise have vested within one year following the date of termination of employment (if the Executive had remained employed during by the full Company) will fully vest and become non-forfeitable, with (A) any such outstanding time-vested stock options and stock appreciation rights becoming fully exercisable, subject to any applicable performance cycle conditions (and with all such stock options and stock appreciation rights remaining exercisable until the date of expiration of the original term of such award); and (B) the quotient obtained from dividing time-based restriction period on any such restricted stock and any such restricted stock units held by the number of calendar days worked during Executive lapsing and any other time-vesting requirements or conditions with respect to the foregoing or other such time-vested equity-based awards held by the Executive lapsing and being disregarded, subject to any applicable performance cycle through the date of termination by the number of calendar days in such performance cycleconditions, payable and all equity awards accelerated pursuant to this paragraph will be settled in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months or until such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days terms of the date of Executive’s termination of employment as determined solely by applicable equity incentive plan and/or the Company; For the avoidance of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach of the provisions of Sections 3 or 4 of this Agreementapplicable award agreement.
Appears in 1 contract
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If The Employment Term and the Executive’s 's employment hereunder is may be terminated by the Company without Cause or if the Executive resigns for Good ReasonReason or by the Company Without Cause in accordance with Section 5. In the event of such termination, the Executive shall be entitled to receive solely the Accrued Amounts and subject to the Executive's continuing compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement and her execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in the form attached hereto as Exhibit 1 (the "Release") and such Release becoming effective within thirty (30) days following the Termination Date (such thirty-day period, (the "Release Execution Period"), the Executive shall be entitled to receive the following in addition to beginning on or before the Accrued Rightsforty fifth (45th) day following the Termination Date, subject to or such later time as required by Section 2(g) and the Executive’s continued compliance with the provisions of Sections 3 and 421, hereof:
(ia) continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment for twelve (12) months following such last date of employment, in accordance with the Company’s standard payroll practices for executive officers;
(ii) equal installment payments over a lump sum amount equal to the Annual Bonus the Executive would otherwise have received for the fiscal one-year in which the Executive’s termination of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of the date of termination, (1) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; andBank's normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to the Executive's Annual Base Salary for the year in which the Termination Date occurs;
(ivb) a lump sum payment equal to the product of (i) the Annual Bonus, if any, that the Executive earned for the calendar year prior to the one in which the Date of Termination occurs and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Bank during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus");
(c) If the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“"COBRA”"), a cash payment equal the Bank shall reimburse the Executive for the difference between the monthly COBRA premium paid by the Executive for herself and her dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the employer contribution to Executive on the fifteenth (15th) day of the month immediately following the month in which the Executive timely remits the premium payment for actively employed senior executives with and submits proof thereof in any form reasonably requested by the same level Bank. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twelve-month anniversary of the Termination Date; (ii) the date the Executive is no longer eligible to receive COBRA continuation coverage, payable monthly ; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer.
(d) The treatment of any outstanding equity awards shall be determined in accordance with the Company’s standard payroll practices for twelve (12) months or until such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days terms of the date of Executive’s termination of employment as determined solely by Heritage Oaks Bancorp 2005 Equity Based Compensation Plan and the Company; For the avoidance of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach of the provisions of Sections 3 or 4 of this Agreementapplicable award agreements.
Appears in 1 contract
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, during the Employment Term, the Executive’s employment hereunder is terminated by the Company without Cause or if the Executive resigns terminates employment for Good ReasonReason (in each case other than due to the Executive’s death or Disability), the Executive shall will be entitled to receive solely from the following Company, in addition full satisfaction of the Executive’s rights and any benefits the Executive is entitled to under this Agreement, any other employment arrangement with the Accrued RightsCompany Group or otherwise, the following, subject to Section 2(g) and 6.7 for the Executive’s continued compliance with the provisions of Sections 3 and 4:
benefits described in clauses (ii)-(vii): (i) continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment for Accrued Compensation and Benefits; (ii) twelve (12) months following of salary continuance at the same rate as the Base Salary, less applicable withholdings and deductions; (iii) accelerated vesting of any portion of the RSUs described in Sections 4.2 and 4.3 that remain unvested and outstanding as of the Executive’s termination date (which RSUs thereafter will be settled and payable); (iv) accelerated vesting of a pro rata portion of any other equity-based awards (other than the RSUs described in Sections 4.2 and 4.3) that are subject to solely time-based vesting conditions and are held by Executive at the time of termination (the “Time Vesting Equity Awards”), determined by multiplying the number of shares of Company common stock subject to each such last date Time Vesting Equity Award by a fraction, the numerator of employmentwhich is the number of days elapsed since the beginning of the vesting period through the Date of Termination and the denominator of which is the number of total days in the vesting period; (v) continued eligibility for vesting of a pro rata portion of any other equity-based awards (other than the RSUs described in Section 4.3 and any Time Vesting Equity Awards) that are subject to performance-based vesting conditions and are held by Executive at the time of termination (the “Performance Vesting Equity Awards”), with such pro-rata portion determined consistent with clause (v) above, and with the ultimate amount of any such Performance Vesting Equity Awards vesting based upon application of any applicable performance metrics determined by the Company in its sole discretion with respect to such Performance Equity Awards, and otherwise settled in accordance with the Company’s standard payroll practices for executive officers;
applicable award agreement governing such Performance Vesting Equity Awards; (iivi) a lump sum an amount equal to the Annual Bonus the Executive would otherwise have received for the fiscal year in which a pro rata share of the Executive’s termination of employment occurred, based on actual performance, payable in a lump sum during annual bonus for the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of the date of termination, (1) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated termination determined by multiplying (A) the total number annual bonus by a fraction, the numerator of awards that would have vested based on actual performance during the full performance cycle and (B) the quotient obtained from dividing which is the number of calendar days worked during elapsed in the applicable performance cycle year through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months or until such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days of the effective date of Executive’s termination and the denominator of employment as which is 365, and based upon application of the performance metrics determined solely 4 by the CompanyCompany in its sole discretion with respect to such bonus, and otherwise payable at the same time that annual bonuses in respect of the applicable calendar year are otherwise paid to employees of the Company (the “Pro-Rata Bonus”); For and (vii) in the avoidance event that the effective date of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach termination occurs after the end of a calendar year worked by Executive and prior to payment of bonuses for that calendar year, the Company will pay Executive his bonus for such calendar year (if any) calculated based upon application of the provisions of Sections 3 or 4 of this Agreementperformance metrics determined by the Company in its sole discretion with respect to such bonus.
Appears in 1 contract
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If the Executive’s employment hereunder is terminated Executive ceases to be employed by the Company prior to the expiration of the Term because the Executive was terminated without Cause or if the Executive resigns resigned for Good Reason, the Executive shall be entitled to receive solely the following in addition to the Accrued Rights, subject to Section 2(g) and the Executive’s continued compliance with the provisions of Sections 3 and 4:
will: (i) continued payment be subject to the Separation Program (with severance payments not less than as provided under the Separation Program as of the Executive’s Base Salary date hereof, without giving effect to the proviso in effect on Section 3.02(a) of the last Separation Program), for any such termination that occurs prior to the expiration of the Initial Term (it being understood that the Executive shall not participate in the Separation Program for any termination of employment occurring upon or following the expiration of the Initial Term, provided, that, if Executive is terminated without Cause or resigns for Good Reason upon or following the expiration of the Initial Term, in lieu of the Annual Incentive Plan, the Company shall pay Executive a lump sum pro-rata portion of the Annual Bonus, based upon the percentage of the fiscal year that has elapsed through the date of termination, for the year in which such termination occurs, payable when such Annual Bonus would have otherwise been payable had the Executive’s employment for twelve not terminated, and further based on one hundred percent (12100%) months following such last date of employment, in accordance with the Company’s standard payroll practices for executive officers;
(ii) a lump sum amount equal to the target Annual Bonus the Executive would otherwise have received for the fiscal year in which termination occurs (the Executive’s termination of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet“Pro Rata Bonus”) ); and
(iiiii) in with respect of each then-ongoing performance cycle to all equity Awards under the Long Term Incentive Plan as of LTIP, (A) Stock Options and Stock Appreciation Rights shall continue to vest and be exercisable for the full term set forth in the award agreement, (B) Restricted Shares, Deferred Stock Units, and any similar awards (e.g., restricted stock units) subject solely to time based vesting conditions shall vest on the date of termination, and (1C) with respect to awards Awards that vest in whole are conditioned on the satisfaction of performance conditions shall be vested and paid out or in part based on performance, distributed following the determination of performance for the applicable performance period at the end same time as such Awards are generally paid or distributed to other senior executives of each completed performance cycle for each such awardthe Company, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during for the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined below))period, and (2iii) with respect continue to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated covered by multiplying (A) the total number of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll policies and practices for twelve (12) months regarding indemnification and Directors and Officers insurance in the same amount and to the same extent as the Company covers its other officers and directors. The Executive shall also be treated as having a Retirement upon such a termination to the extent more favorable to Executive on an element by element basis. Other than as stated in this Section 12(d), the Executive shall have no other rights or until remedies, unless such earlier termination of COBRA coverage, with falls within the first payment within seventy-two (72) days scope of the date of Executive’s termination of employment as determined solely by Change in Control Agreement, in which event the Company; For the avoidance of doubt, all payments under this Section 2(b) Change in Control Agreement shall cease upon the Executive’s breach of the provisions of Sections 3 or 4 of this Agreementapply.
Appears in 1 contract
Sources: Employment Agreement (Air Products & Chemicals, Inc.)
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, prior to the expiration of the Employment Term, the Executive’s employment hereunder is terminated by the Company without Cause or the Executive terminates his employment hereunder for Good Reason, conditioned upon the Executive delivering to the Company a release in a form reasonably satisfactory to the Company with all periods for revocation expired, notwithstanding any provision in the terms of any incentive compensation plan or agreement to the contrary, in full satisfaction of the Executive’s rights and any benefits the Executive might be entitled to under The Nextel Severance Benefits Plan, or any successor plan, program, agreement or arrangement, the Executive shall be entitled to:
(i) receive from the Company his Base Salary then in effect for the greater of the remainder of the Employment Term or twenty-four (24) months (the “Severance Period”), payable through periodic payments with the same frequency as the Company’s payroll schedule following the termination of the Executive’s employment;
(ii) continue participation in the Company’s health care, life and long-term disability plans, substantially on the same basis that the Executive participated in such health care, life and long-term disability plans prior to the termination of his employment for the Severance Period; provided, however, that benefits otherwise receivable by the Executive pursuant to this Section 9(b)(ii) shall be applied against the maximum period of continuation coverage provided under Section 4980B of the Code;
(iii) (A) receive full payment of the Bonus Award for the Company’s fiscal year during which his termination of employment occurs, (B) receive full payment of the Bonus Award for the next fiscal year following the fiscal year during which his termination of employment occurs and (C) receive payment of a pro rata portion of the Bonus Award for the second year following the fiscal year during which the Executive’s employment terminates (such pro rata formula shall be determined based on the number of months of service provided by the Executive during the fiscal year during which his termination of employment occurs), in each case at the greater of the annual Target Bonus or actual performance for such fiscal year in accordance with the then existing terms of such cash incentive compensation, which shall not be payable until the Compensation Committee has determined that any incentive targets have been achieved and the subsequent designated payout date has arrived;
(iv) receive either (A) a pro rata portion of any LTPP Target Award Opportunity to which he would otherwise be entitled for the LTPP performance period during which his termination of employment occurs (but not for any later years) if such termination occurs during the first year of the two-year LTPP performance period or (B) full payment of any LTPP Target Award Opportunity to which he would otherwise be entitled for the LTPP performance period during which his termination of employment occurs (but not for any later years) if such termination occurs during the second year of the two-year LTPP performance period, in each case, in accordance with the then existing terms of the LTPP, which shall not be payable until the Compensation Committee has determined that any incentive targets have been achieved and the subsequent designated payout date has arrived;
(v) accelerated vesting of any unvested deferred shares, restricted shares and stock options granted to the Executive which have not otherwise vested and any vested stock options shall remain outstanding and exercisable for twelve (12) months following the Executive’s termination of employment, and to the extent not awarded, the remaining tranches of the Deferred Shares Award shall be awarded effective immediately prior to the termination of the Executive’s employment and any unvested portions of each tranche of the Deferred Shares Award shall immediately vest and become nonforfeitable; and
(vi) receive outplacement services by a firm selected by the Company at its expense in an amount not to exceed the lesser of $50,000 or 10% of the Executive’s Base Salary. Notwithstanding the foregoing, if the Executive resigns terminates his employment for Good ReasonReason due to the relocation of the Executive’s principal place of work, as set forth in Section 9(f)(iii), in lieu of payments and benefits set forth under Section 9(b)(i), (ii), (iii), (iv), (v) and (vi), the Executive shall be entitled to receive solely (A) the following in addition to the Accrued Rightscompensation and benefits provided under Sections 9(b)(i), subject to Section 2(g(ii) and the Executive’s continued compliance with the provisions (iii) for a maximum period of Sections 3 and 4:
(i) continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment for twelve (12) months following and under Section 9(b)(v), as provided in such last date provision and (B) a pro rata portion of employmentthe Executive’s LTPP Target Award Opportunity, in accordance with if any, for the Company’s standard payroll practices for executive officers;
(ii) a lump sum amount equal to the Annual Bonus the Executive would otherwise have received for the fiscal year in during which the Executive’s termination of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of the date of termination, (1) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan occurs (but no not for any later than the “short-term deferral” period under Section 409A (defined below)), and (2years) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under then existing terms of such cash incentive compensation, which shall not be payable until the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to Compensation Committee has determined that any incentive targets have been achieved and the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months or until such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days of the date of Executive’s termination of employment as determined solely by the Company; For the avoidance of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach of the provisions of Sections 3 or 4 of this Agreementsubsequent designated payout has arrived.
Appears in 1 contract
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, during the Term, the Executive’s employment hereunder is terminated by the Company without Cause (other than a termination pursuant to Section 6(a)) or if the Executive resigns terminates his employment for Good Reason (in either case, a “Qualifying Termination”), then the Company shall pay or provide the Accrued Compensation and Benefits, and subject to Section 6(f):
(i) The Company shall make cash payments to the Executive equal in the aggregate to the product of (A) one and one-half (1.5) (the “Severance Multiple”) and (B) the sum of the Base Salary and Target Bonus as in effect immediately prior to the date of termination (without regard to any reduction to the Base Salary or Target Bonus that gave rise to Good Reason), payable in four (4) substantially equal installments, commencing on the 90th day following the date of termination (the “Initial Payment Date”) and continuing on the next three (3) following three (3) month anniversaries of the Initial Payment Date (the “Severance Payments”);
(ii) The Company shall make a lump sum cash payment to the Executive equal to the product of (A) the Annual Bonus the Executive would have received had he remained employed through the last day of the calendar year to which the bonus relates, based on actual performance through the applicable performance period, and (B) a fraction, the numerator of which is the number of days the Executive was employed by the Company in the year in which the date of termination occurred and the denominator of which is 365, payable at the time bonus payments are made to other executives of the Company but in no event later than March 15 of the calendar year following the year that includes the Executive’s date of termination (the “Pro-Rata Bonus”); and
(iii) The Executive and his covered dependents shall be entitled to receive solely the following in addition to the Accrued Rights, subject to Section 2(g) and the Executive’s continued compliance with the provisions of Sections 3 and 4:
(i) continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment participation for twelve (12) months following such last the date of employmenttermination (the “Benefit Continuation Period”) in such medical, in accordance with the Company’s standard payroll practices for executive officers;
(ii) a lump sum amount equal to the Annual Bonus the Executive would otherwise have received for the fiscal year dental, vision and hospitalization insurance coverage in which the Executive’s termination of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April Executive and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of his eligible dependents were participating immediately prior to the date of termination, (1) with respect subject to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle terms and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion conditions of the applicable performance cycle benefit plans as in accordance with the Long Term Incentive Plan effect from time to time (but no later than the “short-term deferral” period under Section 409A (defined below)Continued Benefits”), and (2) with respect provided that the Executive shall not be required to awards that vest solely based on the provision of services, vesting, as pay any premiums or other amounts to obtain such coverage. The full amount of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards premiums that would have vested if the Executive had remained employed would be required to pay to obtain the Continued Benefits actually provided to the Executive during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage Benefit Continuation Period under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (the “COBRAPremium Cost”), a cash payment equal shall be imputed as taxable income to the employer contribution to Executive, and the premium Executive shall be responsible for the payment for actively employed senior executives with of all income taxes incurred as a result of such imputed income, provided that the same level of coverage, payable monthly in accordance with Company will reimburse the Executive (within thirty (30) days following the Company’s standard payroll practices for twelve (12) months or until such earlier termination receipt of COBRA coverage, with the first payment within seventy-two (72) days evidence of the date cost to Executive) for the amount of Executive’s termination such income taxes plus the amount of employment as determined solely all additional income taxes incurred by the Executive upon such payment by the Company; For . If the avoidance Executive is not permitted to receive a Continued Benefit during the Benefit Continuation Period as a result of doubt, all payments under this Section 2(b) shall cease upon applicable law or the Executive’s breach terms of the provisions applicable Employee Plan, the Company shall reimburse the Executive (within thirty (30) days following the Company’s receipt of Sections 3 evidence of the cost to Executive) for (i) the amount actually incurred by the Executive to obtain coverage no more favorable than the applicable Continued Benefit, up to the portion of the Premium Cost necessary to provide the corresponding Continued Benefit for the applicable portion of the Continued Benefit Period, plus (ii) the amount of all additional income taxes incurred by the Executive upon such payment by the Company (the “Benefit Reimbursement”). Notwithstanding the foregoing, the Executive shall not be entitled to receive a Continued Benefit or 4 the Benefit Reimbursement to the extent that he becomes eligible to receive a comparable benefit from another employer of this Agreementhers during the Benefit Continuation Period. The Executive shall promptly, and in no event later than five (5) business days after the commencement of eligibility thereof during the Benefit Continuation Period, report the eligibility to receive any such comparable benefit to the Company.
Appears in 1 contract
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, during the Term, the Executive’s employment hereunder is terminated by the Company without Cause (other than a termination pursuant to Section 6(a)) or if the Executive resigns terminates his employment for Good ReasonReason (in either case, a “Qualifying Termination”), then the Executive Company shall be entitled to receive solely the following in addition to pay or provide the Accrued RightsCompensation and Benefits, and subject to Section 2(g) and the Executive’s continued compliance with the provisions of Sections 3 and 4:6(f):
(i) continued payment The Company shall make cash payments to the Executive equal in the aggregate to the product of (A) [two (2)]1[one (1)]2,3,4,5 (the “Severance Multiple”) and (B) the sum of the Executive’s Base Salary and Target Bonus as in effect immediately prior to the date of termination (without regard to any reduction to the Base Salary or Target Bonus that gave rise to Good Reason), payable in four (4) substantially equal installments, commencing on the last 90th day following the date of termination (the Executive’s employment for twelve “Initial Payment Date”) and continuing on the three (123) months following such last date three (3) month anniversaries of employment, in accordance with the Company’s standard payroll practices for executive officersInitial Payment Date (the “Severance Payments”);
(ii) The Company shall make a lump sum amount cash payment to the Executive equal to the product of (A) the Annual Bonus the Executive would otherwise have received for had he remained employed through the fiscal last day of the calendar year to which the bonus relates, based on actual performance through the applicable performance period, and (B) a fraction, the numerator of which is the number of days the Executive was employed by the Company in the year in which the date of date of termination occurred and the denominator of which is 365, payable at the time bonus payments are made to other executives of the Company but in no event later than March 15 of the calendar year following the year that includes the Executive’s date of termination of employment occurred, based on actual performance, payable in a lump sum during (the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and“Pro-Rata Bonus”);
(iii) 50% of any unvested Equity Awards shall become immediately and fully vested, and the remaining 50% of any unvested Equity Awards shall be forfeited; provided, however, in respect the event the Qualifying Termination occurs during the six-month period immediately preceding a Change of each then-ongoing performance cycle under the Long Term Incentive Plan Control, then 100% of any unvested Equity Awards shall become fully vested, effective as of the date of termination, (1) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion consummation of the applicable performance cycle Change in accordance with the Long Term Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive PlanControl; and
(iv) if The Executive timely elects and his covered dependents shall be entitled to continued participation for [eighteen (18)]1[twelve (12)]2,3,4,5 months following the date of termination (the “Benefit Continuation Period”) in such medical, dental, vision and hospitalization insurance coverage in which the Executive and his eligible dependents were participating immediately prior to the date of termination, subject to the terms and conditions of the applicable benefit plans as in effect from time to time (the “Continued Benefits”), provided that the Executive shall not be required to pay any premiums or other amounts to obtain such coverage. The full amount of the premiums that the Executive would be required to pay to obtain the Continued Benefits actually provided to the Executive during the Benefit Continuation Period under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (the “COBRAPremium Cost”), a cash payment equal shall be imputed as taxable income to the employer contribution to Executive, and the premium Executive shall be responsible for the payment of all income taxes incurred as a result of such imputed income, provided that the Company will reimburse the Executive for actively employed senior executives with the same level amount of coverage, payable monthly in accordance with such income taxes plus the Company’s standard payroll practices for twelve (12) months or until amount of all additional income taxes incurred by the Executive upon such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days of the date of Executive’s termination of employment as determined solely by the Company; For . If the avoidance Executive is not permitted to receive a Continued Benefit during the Benefit Continuation Period as a result of doubt, all payments under this Section 2(b) shall cease upon applicable law or the Executive’s breach terms of the provisions applicable Employee Plan, the Company shall reimburse the Executive for (i) the amount actually incurred by the Executive to obtain coverage no more favorable than the applicable Continued Benefit, up to the portion of Sections 3 the Premium Cost necessary to provide the corresponding Continued Benefit for the applicable portion of the Continued Benefit Period, plus (ii) the amount of all additional income taxes incurred by the Executive upon such payment by the Company (the “Benefit Reimbursement”). Notwithstanding the foregoing, the Executive shall not be entitled to receive a Continued Benefit or 4 the Benefit Reimbursement to the extent that he becomes eligible to receive a comparable benefit from another employer during the Benefit Continuation Period. The Executive shall promptly, and in no event later than five (5) business days after the commencement of this Agreementeligibility thereof during the Benefit Continuation Period, report the eligibility to receive any such comparable benefit to the Company.
Appears in 1 contract
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, during the Term, the Executive’s employment hereunder is terminated by the Company without Cause (other than due to the Executive’s death or if Disability) or the Executive resigns terminates employment for Good ReasonReason (in either case, a “Qualifying Termination”), the Executive shall will be entitled to receive solely from the following in addition to Company, the Accrued Rights, subject to Section 2(g) and the Executive’s continued compliance with the provisions of Sections 3 and 4following:
(i) continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment for twelve (12) months following such last date of employment, in accordance with the Company’s standard payroll practices for executive officersThe Accrued Compensation and Benefits;
(ii) a A lump sum amount cash payment of a pro rata portion of the Bonus Award and any cash-based LTI Awards (the “Cash LTI Awards”) that the Executive would have been entitled to receive for the performance period in which the Executive’s date of termination of employment occurs, based upon the percentage of the performance period that elapsed through the Executive’s date of termination of employment (determined by dividing (A) the number of days the Executive was employed during the applicable performance period through the Executive’s date of termination of employment by (B) the total number of days in the applicable performance period (with respect to the Bonus Award, not to exceed 365 days)) and based on the Executive’s, the Company’s and its Subsidiaries’ and Affiliates’, as applicable, actual results for the applicable performance period through the nearest end of the month preceding or succeeding the Executive’s date of termination of employment (the “Adjusted Performance Period”), based on the good faith determination by the Board (or a duly authorized committee thereof) of the achievement of the applicable performance goals; provided that the applicable performance goals will be adjusted in good faith by the Board (or a duly authorized committee thereof) to reflect only the performance goals applicable to the Adjusted Performance Period;
(iii) A lump sum cash payment equal to the Annual sum of (A) 200% of the Base Salary as in effect immediately prior to the Qualifying Termination (which will be the Base Salary prior to reduction if the termination is for Good Reason because of a reduction in the Base Salary), plus (B) 200% of the Target Bonus as in effect immediately prior to the Executive Qualifying Termination (which will be the Target Bonus prior to reduction if the termination is for Good Reason because of a reduction in the Target Bonus);
(iv) A lump sum cash payment equal to the product of (A) 24 multiplied by (B) the COBRA Amount; and
(v) Notwithstanding the terms of any equity agreement, all of the Executive’s outstanding time-vested equity awards (including, without limitation, time-vested stock options and stock appreciation rights, time-vested restricted stock and time-vested restricted stock units) that would otherwise have received for the fiscal year in which vested within two years following the Executive’s termination of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of the date of termination, (1) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards that would have vested if the Executive had remained employed during by the full performance cycle Company) will fully vest and become non-forfeitable, with (A) any such outstanding time-vested stock options and stock appreciation rights also becoming fully exercisable (and with all such stock options and stock appreciation rights remaining exercisable for at least 12 months following the Executive’s termination of employment (but in no event later than the date of expiration of the original term of such award)); and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination time-based restriction period on any such restricted stock and any such restricted stock units held by the number of calendar days in Executive will lapse and any other time-vesting requirements or conditions with respect to the foregoing or other such performance cycletime-vested equity-based awards held by the Executive will lapse and be disregarded, payable and all equity awards accelerated pursuant to this paragraph will be settled in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months or until such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days terms of the date applicable equity incentive plan and/or the applicable award agreement; provided, however, in no event will the Promotional LTI Award be subject to acceleration pursuant to this paragraph in the case of Executive’s a Qualifying Termination unless such termination of employment is also a Change in Control Termination, as determined solely by the Company; For the avoidance of doubt, defined in Section 3(d) below (all payments under acceleration pursuant to this Section 2(b) shall cease upon 3(b)(v), together, the Executive’s breach of the provisions of Sections 3 or 4 of this Agreement“Equity Acceleration”).
Appears in 1 contract
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, during the Term, the Executive’s employment hereunder is terminated by the Company without Cause (other than a termination pursuant to Section 6(a)) or if the Executive resigns terminates his employment for Good Reason (in either case, a “Qualifying Termination”), then the Company shall pay or provide the Accrued Compensation and Benefits, and subject to Section 6(f):
(i) The Company shall make cash payments to the Executive equal in the aggregate to the product of (A) one and one-half (1.5) (the “Severance Multiple”) and (B) the sum of the Base Salary and Target Bonus as in effect immediately prior to the date of termination (without regard to any reduction to the Base Salary or Target Bonus that gave rise to Good Reason), payable in four (4) substantially equal monthly installments, commencing on the 90th day following the date of termination (the “Initial Payment Date”) and paid thereafter on the three-month, six-month, and nine-month anniversary of the Initial Payment Date (collectively referred to herein as the “Severance Payments”);
(ii) The Company shall make a lump sum cash payment to the Executive equal to the product of (A) the Annual Bonus the Executive would have received had he remained employed through the last day of the calendar year to which the bonus relates, based on actual performance through the applicable performance period, and (B) a fraction, the numerator of which is the number of days the Executive was employed by the Company in the year in which the date of termination occurred and the denominator of which is 365, payable at the time bonus payments are made to other executives of the Company but in no event later than March 15 of the calendar year following the year that includes the Executive’s date of termination (the “Pro-Rata Bonus”);
(iii) The Executive and his covered dependents shall be entitled to receive solely the following in addition to the Accrued Rights, subject to Section 2(g) and the Executive’s continued compliance with the provisions of Sections 3 and 4:
(i) continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment participation for twelve (12) months following such last the date of employmenttermination (the “Benefit Continuation Period”) in such medical, in accordance with the Company’s standard payroll practices for executive officers;
(ii) a lump sum amount equal to the Annual Bonus the Executive would otherwise have received for the fiscal year dental, vision and hospitalization insurance coverage in which the Executive’s termination of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April Executive and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of his eligible dependents were participating immediately prior to the date of termination, (1) with respect subject to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle terms and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion conditions of the applicable performance cycle benefit plans as in accordance with the Long Term Incentive Plan effect from time to time (but no later than the “short-term deferral” period under Section 409A (defined below)Continued Benefits”), and (2) with respect provided that the Executive shall not be required to awards that vest solely based on the provision of services, vesting, as pay any premiums or other amounts to obtain such coverage. The full amount of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards premiums that would have vested if the Executive had remained employed would be required to pay to obtain the Continued Benefits actually provided to the Executive during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage Benefit Continuation Period under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (the “COBRAPremium Cost”), a cash payment equal shall be imputed as taxable income to the employer contribution to Executive, and the premium Executive shall be responsible for the payment of all income taxes incurred as a result of such imputed income, provided that the Company will reimburse the Executive for actively employed senior executives with the same level amount of coverage, payable monthly in accordance with such income taxes plus the Company’s standard payroll practices for twelve (12) months or until amount of all additional income taxes incurred by the Executive upon such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days of the date of Executive’s termination of employment as determined solely by the Company; For . If the avoidance Executive is not permitted to receive a Continued Benefit during the Benefit Continuation Period as a result of doubt, all payments under this Section 2(b) shall cease upon applicable law or the Executive’s breach terms of the provisions applicable Employee Plan, the Company shall reimburse the Executive for (i) the amount actually incurred by the Executive to obtain coverage no more favorable than the applicable Continued Benefit, up to the portion of Sections 3 the Premium Cost necessary to provide the corresponding Continued Benefit for the applicable portion of the Continued Benefit Period, plus (ii) the amount of all additional income taxes incurred by the Executive upon such payment by the Company (the “Benefit Reimbursement”). Notwithstanding the foregoing, the Executive shall not be entitled to receive a Continued Benefit or 4 the Benefit Reimbursement to the extent that he becomes eligible to receive a comparable benefit from another employer during the Benefit Continuation Period. The Executive shall promptly, and in no event later than five (5) business days after the commencement of this Agreementeligibility thereof during the Benefit Continuation Period, report the eligibility to receive any such comparable benefit to the Company.
Appears in 1 contract
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, during the Employment Term, the Executive’s employment hereunder is terminated by the Company without Cause or if the Executive resigns terminates employment for Good ReasonReason (in each case other than due to the Executive’s death or Disability), the Executive shall will be entitled to receive solely from the following Company, in addition full satisfaction of the Executive’s rights and any benefits the Executive is entitled to under this Agreement, any other employment arrangement with the Accrued RightsCompany Group or otherwise, the following, subject to Section 2(g) and the Executive’s continued compliance with the provisions of Sections 3 and 4:8(e):
(i) continued The Accrued Compensation and Benefits;
(ii) Continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment for twelve (12) months following such last date of employment, in accordance with the Company’s standard normal payroll practices practice for executive officers;
(ii) a lump sum amount equal to period of 18 months following the Annual Bonus the Executive would otherwise have received for the fiscal year in which the Executive’s date of termination of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; andemployment;
(iii) in respect A lump sum cash payment equal to 150% of each then-ongoing performance cycle under the Long Term Incentive Plan as of Target Bonus, payable on the 60th day following the date of terminationtermination of employment;
(iv) A lump sum cash payment, (1) with respect payable within ten days following the date of termination of employment, equal to awards that vest in whole or in part based on performance, at the end product of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and 18 multiplied by (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion employer portion of the applicable performance cycle in accordance with monthly cost of maintaining health benefits for the Long Term Incentive Plan Executive (but no later than and the “short-term deferral” period under Section 409A (defined below)), Executive’s spouse and (2eligible dependents) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment under a group health plan of the Company for purposes of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), excluding any short-term or long-term disability insurance benefits;
(v) Notwithstanding the terms of any equity agreement, on the 60th day following the date of termination of employment, shall be calculated by multiplying (A) all of the total number of Executive’s outstanding time-vested equity awards that would otherwise have vested within one year following the date of termination of employment (if the Executive had remained employed during by the full Company) will fully vest and become non-forfeitable, with (A) any such outstanding time-vested stock options and stock appreciation rights becoming fully exercisable, subject to any applicable performance cycle conditions (and with all such stock options and stock appreciation rights remaining exercisable until the date of expiration of the original term of such award); and (B) the quotient obtained from dividing time-based restriction period on any such restricted stock and any such restricted stock units held by the number of calendar days worked during Executive lapsing and any other time-vesting requirements or conditions with respect to the foregoing or other such time-vested equity-based awards held by the Executive lapsing and being disregarded, subject to any applicable performance cycle through the date of termination by the number of calendar days in such performance cycleconditions, payable and all equity awards accelerated pursuant to this paragraph will be settled in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months or until such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days terms of the date of Executive’s termination of employment as determined solely by applicable equity incentive plan and/or the Company; For the avoidance of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach of the provisions of Sections 3 or 4 of this Agreementapplicable award agreement.
Appears in 1 contract
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, during the Employment Term, the Executive’s employment hereunder is terminated by the Company without Cause or if the Executive resigns terminates employment for Good ReasonReason after providing notice of no fewer than 60 days (in each case, other than due to the Executive’s death or Disability), the Executive shall will be entitled to receive solely from the following Company, in addition to full satisfaction of the Accrued RightsExecutive’s rights under this Agreement, the following, subject to the Executive’s compliance with Section 2(g7(d) and the Executive’s continued compliance with the provisions other terms and conditions of Sections 3 and 4this Agreement:
(i) continued payment of The Accrued Compensation and Benefits;
(ii) An amount equal to the Executive’s then-current Base Salary in effect on the last date of the Executive’s employment for twelve (12) months following such last date of employmentSalary, to be paid in accordance with the Company’s standard normal payroll practices practice for executive officersa period of twenty-four (24) months following the date of the Executive’s termination of employment;
(iiiii) An amount equal to twelve (12) months of the employer-portion of maintaining health and welfare benefits for the Executive, the Executive’s spouse and eligible dependents at the coverage/enrollment levels in place as of the date of the Executive’s termination of employment, to be paid in a lump sum amount equal on the 60th day following the date of the Executive’s termination of employment; and
(iv) A prorated Annual Bonus with respect to the Annual Bonus the Executive would otherwise have received for the fiscal year in which the Executive’s termination of employment occurredoccurs, based on actual performanceperformance results for such year, payable in a lump sum during and pro-rated such that the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of the date of termination, (1) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) denominator equals the total number of awards that would have vested based on actual performance days occurring during the full performance cycle period for such fiscal year and (B) the quotient obtained from dividing numerator equals the number of calendar days worked during the applicable performance cycle through the date of termination Executive was employed by the number of calendar days in Company Group during such performance cycleperiod (such amount, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “shortPro-term deferral” period under Section 409A (defined belowRated Annual Bonus”)), and (2) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, . The Pro-Rated Annual Bonus shall be calculated by multiplying (A) the total number of payable when and if annual incentive awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve annual incentive plan (12) months or until such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days other annual incentive plan of the date Company as may be in effect from time to time) are paid to other senior executives of Executive’s termination of employment as determined solely by the Company; For the avoidance of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach but in no event later than March 15 of the provisions of Sections 3 or 4 of this Agreementyear following the calendar year to which such payment relates.
Appears in 1 contract
Sources: Employment Agreement (Volt Information Sciences, Inc.)
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, during the Term, the Executive’s employment hereunder is terminated by the Company without Cause (other than a termination pursuant to Section 6(a)) or if the Executive resigns terminates her employment for Good Reason (in either case, a “Qualifying Termination”), then the Company shall pay or provide the Accrued Compensation and Benefits, and subject to Section 6(f):
(i) The Company shall make cash payments to the Executive equal in the aggregate to the product of (A) one and one-half (1.5) (the “Severance Multiple”) and (B) the sum of the Base Salary and Target Bonus as in effect immediately prior to the date of termination (without regard to any reduction to the Base Salary or Target Bonus that gave rise to Good Reason), payable in four (4) substantially equal installments, commencing on the 90th day following the date of termination (the “Initial Payment Date”) and continuing on the three (3) following three (3) month anniversaries of the Initial Payment Date (the “Severance Payments”);
(ii) The Company shall make a lump sum cash payment to the Executive equal to the product of (A) the Annual Bonus the Executive would have received had she remained employed through the last day of the calendar year to which the bonus relates, based on actual performance through the applicable performance period, and (B) a fraction, the numerator of which is the number of days the Executive was employed by the Company in the year in which the date of termination occurred and the denominator of which is 365, payable at the time bonus payments are made to other executives of the Company but in no event later than March 15 of the calendar year following the year that includes the Executive’s date of termination (the “Pro-Rata Bonus”);
(iii) Unless otherwise agreed to between the parties, 50% of any Equity Awards that are unvested as of the date of termination shall become immediately and fully vested, subject to any performance conditions or restrictions on exercise contained in the applicable award agreements for such Equity Awards, and the remaining 50% of any unvested Equity Awards shall be forfeited; provided, however, in the event the Qualifying Termination occurs during the six-month period immediately preceding a Change of Control, then 100% of any unvested Equity Awards shall become fully vested and exercisable, with any performance conditions or restrictions on exercise deemed satisfied, effective as of the consummation of the Change in Control; and
(iv) The Executive and her covered dependents shall be entitled to receive solely the following in addition to the Accrued Rights, subject to Section 2(g) and the Executive’s continued compliance with the provisions of Sections 3 and 4:
(i) continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment participation for twelve (12) months following such last the date of employmenttermination (the “Benefit Continuation Period”) in such medical, in accordance with the Company’s standard payroll practices for executive officers;
(ii) a lump sum amount equal to the Annual Bonus the Executive would otherwise have received for the fiscal year dental, vision and hospitalization insurance coverage in which the Executive’s termination of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April Executive and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of her eligible dependents were participating immediately prior to the date of termination, (1) with respect subject to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle terms and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion conditions of the applicable performance cycle benefit plans as in accordance with the Long Term Incentive Plan effect from time to time (but no later than the “short-term deferral” period under Section 409A (defined below)Continued Benefits”), and (2) with respect provided that the Executive shall not be required to awards that vest solely based on the provision of services, vesting, as pay any premiums or other amounts to obtain such coverage. The full amount of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards premiums that would have vested if the Executive had remained employed would be required to pay to obtain the Continued Benefits actually provided to the Executive during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage Benefit Continuation Period under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (the “COBRAPremium Cost”), a cash payment equal shall be imputed as taxable income to the employer contribution to Executive, and the premium Executive shall be responsible for the payment of all income taxes incurred as a result of such imputed income, provided that the Company will reimburse the Executive for actively employed senior executives with the same level amount of coverage, payable monthly in accordance with such income taxes plus the Company’s standard payroll practices for twelve (12) months or until amount of all additional income taxes incurred by the Executive upon such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days of the date of Executive’s termination of employment as determined solely by the Company; For . If the avoidance Executive is not permitted to receive a Continued Benefit during the Benefit Continuation Period as a result of doubt, all payments under this Section 2(b) shall cease upon applicable law or the Executive’s breach terms of the provisions applicable Employee Plan, the Company shall reimburse the Executive for (i) the amount actually incurred by the Executive to obtain coverage no more favorable than the applicable Continued Benefit, up to the portion of Sections 3 the Premium Cost necessary to provide the corresponding Continued Benefit for the applicable portion of the Continued Benefit Period, plus (ii) the amount of all additional income taxes incurred by the Executive upon such payment by the Company (the “Benefit Reimbursement”). Notwithstanding the foregoing, the Executive shall not be entitled to receive a Continued Benefit or 4 the Benefit Reimbursement to the extent that she becomes eligible to receive a comparable benefit from another employer of this Agreementhers during the Benefit Continuation Period. The Executive shall promptly, and in no event later than five (5) business days after the commencement of eligibility thereof during the Benefit Continuation Period, report the eligibility to receive any such comparable benefit to the Company.
Appears in 1 contract
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, prior to the expiration of the Employment Term, the Executive’s employment hereunder is terminated by the Company without Cause or if the Executive resigns terminates his employment hereunder for Good ReasonReason and such termination constitutes a Separation from Service, the Executive shall be entitled to receive solely from the following in addition to the Accrued Rights, subject to Section 2(gCompany: (1) and the Executive’s continued compliance accrued, but unpaid, Base Salary through the date of termination of employment, payable in accordance with the provisions Company’s normal payroll practices, and (2) conditioned upon the Executive executing a Release within the Release Consideration Period and delivering it to the Company with the Release Revocation Period expired without revocation, notwithstanding any provision in the terms of Sections 3 any incentive compensation plan or agreement to the contrary, in full satisfaction of the Executive’s rights and 4any benefits the Executive might be entitled to under the Separation Plan and this Agreement, unless otherwise specified herein, the Executive shall be entitled to:
(i) continued payment periodic payments equal to his Base Salary in effect prior to termination of employment, which payments shall be paid in equal installments on the regular payroll dates under the Company’s payroll practices applicable to the Executive on the date of this Agreement for the greater of the remainder of the Employment Term or twenty-four (24) months (the “Severance Period”) following the Separation from Service, except that (A) if the Release Consideration and Revocation Period ends on or after December 15th of the calendar year of the Executive’s Base Salary Separation from Service, such installments that are otherwise payable in effect the calendar year of the Executive’s Separation from Service shall be paid in a lump sum on the last first business day of the following calendar year or (B) if the Executive is a Specified Employee, with respect to any amount payable by reason of the Separation from Service that constitutes deferred compensation within the meaning of Section 409A of the Code, such installments shall not commence until after the end of the six continuous month period following the date of the Executive’s Separation from Service, in which case, the Executive shall be paid a lump-sum cash payment equal to the aggregate amount of missed installments during such period on the first day of the seventh month following the date of the Executive’s Separation from Service;
(ii) continue participation in the Company’s health care, life and long-term disability plans, substantially on the same basis that the Executive participated in such health care, life and long-term disability plans prior to the termination of his employment for the Severance Period; provided, however, that benefits otherwise receivable by the Executive pursuant to this Section 9(b)(ii) shall be applied against the maximum period of continuation coverage provided under Section 4980B of the Code;
(iii) (A) receive full payment of the Bonus Award for the Company’s current fiscal year during which his termination of employment occurs, (B) receive full payment of the Bonus Award for the next fiscal year following the fiscal year during which his termination of employment occurs and (C) receive payment of a pro rata portion of the Bonus Award for the second year following the fiscal year during which the Executive’s employment terminates (such pro rata formula shall be determined based on the number of months of service provided by the Executive during the fiscal year during which his termination of employment occurs), in each case at the greater of the annual Target Bonus or actual performance for such fiscal year in accordance with the then existing terms of such cash incentive compensation, which shall not be payable until the Compensation Committee has determined that any incentive targets have been achieved and the subsequent designated payout date has arrived, and each such payment shall be payable in accordance with the provisions of the STIP in the calendar year in which the Bonus Award is determined, and in all events, not later than December 31st of the year in which each such award is determined;
(iv) receive either (A) a pro rata portion of any LTPP Target Award Opportunity to which he would otherwise be entitled for the LTPP performance period during which his termination of employment occurs (but not for any later years) if such termination occurs during the first year of the two-year LTPP performance period or (B) full payment of any LTPP Target Award Opportunity to which he would otherwise be entitled for the LTPP performance period during which his termination of employment occurs (but not for any later years) if such termination occurs during the second year of the two-year LTPP performance period, in each case, in accordance with the then existing terms of the LTPP, which shall not be payable until the Compensation Committee has determined that any incentive targets have been achieved and the subsequent designated payout date has arrived, and each such payment shall be payable in accordance with the LTPP in the calendar year in which the payment is determined, and in all events, not later than December 31st of the year in which each such award is determined;
(v) accelerated vesting of any unvested deferred shares, restricted shares and stock options granted to the Executive which have not otherwise vested and any vested stock options shall remain outstanding and exercisable for twelve (12) months following such last date the Executive’s termination of employment, in accordance with the Company’s standard payroll practices for executive officers;; and
(iivi) receive outplacement services by a lump sum firm selected by the Company at its expense in an amount equal not to exceed the Annual Bonus lesser of $50,000 or 10% of the Executive would otherwise have received Executive’s Base Salary, and the Company will not provide for cash in lieu of this benefit; provided, however, that all such outplacement services must be completed, and all payments by the fiscal Company must be made, by December 31st of the second calendar year following the calendar year in which the Executive’s termination of Separation from Service occurs. Notwithstanding the foregoing, if the Executive terminates his employment occurred, based on actual performance, payable in a lump sum during for Good Reason due to the period commencing on the 15th of April and ending on the 31st of May following the end relocation of the applicable fiscal year Executive’s principal place of Signet; and
work, as set forth in Section 9(f)(iii) and such termination constitutes a Separation from Service, in lieu of payments and benefits set forth under Section 9(b)(i), (ii), (iii), (iv), (v) and (vi), the Executive shall be entitled to receive (A) the compensation and benefits provided under Sections 9(b)(i), (ii) and (iii) for a maximum period of twelve (12) months and under Section 9(b)(v), as provided in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as such provision and (B) a pro rata portion of the date Executive’s LTPP Target Award Opportunity, if any, for the Company’s fiscal year during which the Executive’s termination occurs (but not for any later years) payable in accordance with the then existing terms of terminationsuch cash incentive compensation, (1which shall not be payable until the Compensation Committee has determined that any incentive targets have been achieved and the subsequent designated payout has arrived, and each such payment shall be payable in accordance with the LTPP in the calendar year in which the payment is determined, and in all events, not later than December 31st of the year in which each such award is determined. Notwithstanding anything in this Section 9(b) with respect to awards that vest in whole the contrary, to the extent the Executive has not executed the Release within the Release Consideration Period and delivered it to the Company, or in part based on performancehas revoked the executed Release within the Release Revocation Period, as determined at the end of each completed performance cycle for each such awardRelease Revocation Period, vesting shall be calculated by multiplying the Executive will forfeit any right to receive the payments and benefits specified in this Section 9(b) (A) the total number of awards that would have vested based on actual performance during the full performance cycle other than any accrued but unpaid payments and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle benefits through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months or until such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days of the date of Executive’s termination of employment as determined solely by the Company; For the avoidance of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach of the provisions of Sections 3 or 4 of this Agreement.
Appears in 1 contract
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If during the Employment Term, the Executive’s employment hereunder is terminated by the Company without Cause or if the Executive resigns terminates employment for Good ReasonReason (in each case other than due to the Executive’s death or Disability), the Executive shall will be entitled to receive solely from the following Company, in addition full satisfaction of the Executive’s rights and any benefits the Executive is entitled to under this Agreement, any other employment arrangement with the Accrued RightsCompany Group or otherwise, subject to Section 2(g6.7 for the benefits described in clauses (ii) and through (v) below, the Executive’s continued compliance with the provisions of Sections 3 and 4:
following: (i) continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment for Accrued Compensation and Benefits; (ii) twelve (12) months following such last date of employmentsalary continuance at the same rate as the Base Salary at the time of termination, in accordance with the Company’s standard payroll practices less applicable withholdings and deductions, for executive officers;
any termination that occurs on or before March 10, 2015, which salary continuance period shall be reduced to six (ii6) months of salary continuance for any termination that occurs after March 10, 2015; (iii) a one-time lump sum payment in an amount equal equivalent to the Annual Bonus number of months of salary continuance provided by Section 6.2(ii) times the amount that the Company contributes to the health insurance premiums of the Executive would otherwise have received for per month at the fiscal year time of the Executive’s termination, less applicable withholdings and deductions; (iv) accelerated vesting of any portion of the RSUs described in which Section 4.4 that remain unvested and outstanding as of the Executive’s termination of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April date (which RSUs thereafter will be settled and ending on the 31st of May following the end of the applicable fiscal year of Signetpayable); and
and (iiiv) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of event that the date of termination, (1) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months or until such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days of the effective date of Executive’s termination occurs after the end of employment as a calendar year worked by Executive and prior to payment of bonuses for that calendar year, the Company will pay Executive her bonus for such calendar year (if any) calculated based upon application of the performance metrics determined solely by the Company; Company in its sole discretion with respect to such bonus. For the avoidance of doubt, all payments under if the Company provides notice of non-renewal of the Initial Employment Term or any Renewal Term as provided in Section 2, such non-renewal shall not constitute a Termination by the Company without Cause for purposes of this Section 2(b) shall cease upon the Executive’s breach of the provisions of Sections 3 or 4 of this Agreement6.2.
Appears in 1 contract
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If the Executive’s employment hereunder is terminated by the Company without Cause or if by the Executive resigns for Good Reason, the Executive shall be entitled to receive solely the following in addition to the Accrued RightsObligations, subject the Company shall provide to Section 2(g) and the Executive’s continued compliance with the provisions of Sections 3 and 4:
, as severance pay: (i) continued payment the remaining portion of the Executive’s Base Salary in effect on for the last date remainder of the Executive’s employment for twelve (12) months following such last date of employmentTerm, to be paid in substantially equal payments in accordance with the Company’s standard regular payroll practices for executive officers;
schedule, commencing as soon as practicable following the date the Release (iias defined below) a lump sum amount equal to becomes irrevocable (with the Annual Bonus first such payment including any amounts that would have been paid had the Executive would otherwise have received for the fiscal year in which Executive’s Base Salary continued following the Executive’s termination of employment occurredwithout interruption pending the Release being executed and becoming irrevocable); (ii) an amount equal to the bonus payable under the Bonus Plan, based on actual performanceif any, payable in a lump sum during if the period commencing on the 15th of April and ending on the 31st of May following Executive had remained employed through the end of the applicable fiscal year of Signet; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of the date of terminationTerm, (1) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle paid in accordance with the Long Term Company’s regular payroll schedule for the payment of executive bonuses; and (iii) notwithstanding anything contained in any award agreement or otherwise, the vesting conditions of all outstanding awards issued to Employee under the Equity Incentive Plan that are unvested as of such date of termination (but no later than such unvested portion, the “short-term deferral” period under Section 409A (defined below)), and (2Unvested Awards”) shall be deemed accelerated as of the termination date solely with respect to awards that vest solely based on the provision portion of services, vesting, as of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards such Unvested Awards that would have become vested if the Executive had remained employed during through the full performance cycle end of the Term (collectively, the “Severance Pay”), subject to the Executive executing a release of claims in a form determined by the Company to be acceptable (the “Release”) and (B) the quotient obtained from dividing Release, thereafter, becoming irrevocable pursuant to its terms; provided, however, that if the number period for the Executive to consider, sign and not revoke the Release spans two taxable years, the Severance Pay shall commence in the second such taxable year. In addition, subject to the Executive enrolling in COBRA continuation coverage, the Company shall, for the remainder of calendar days worked during the applicable performance cycle through Term following the date of termination by termination, pay the number Executive an amount equal to the monthly cost of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
Executive purchasing COBRA coverage for the Executive and the Executive’s covered dependents (iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRABenefit Continuation”), a cash payment equal to except that the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months or until such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days of the date of Executive’s termination of employment as determined solely by the Company; For the avoidance of doubt, all payments under this Section 2(b) Benefit Continuation shall cease upon in the Executive’s breach of event that the provisions of Sections 3 or 4 of this AgreementExecutive becomes eligible for coverage from a subsequent employer.
Appears in 1 contract
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. (i) If on or prior to the Executive’s employment hereunder third annual anniversary of the Start Date, the Executive is terminated no longer employed by the Company because the Executive was terminated without Cause or resigned for Good Reason, the Executive will (A) be subject to the Separation Program; (B) shall continue to vest in the Make Whole Award as if Executive remained employed; (C) restrictions on Restricted Shares shall continue to lift as if the Executive resigns remained employed, and (D) all other equity awards shall continue to vest in accordance with Section 5(c) herein and (E) if more favorable, he may be eligible for Retirement with respect to all outstanding equity awards; (F) continue to be covered by the Company’s policies and practices regarding indemnification and director’s and officer’s insurance in the same amount and to the same extent as the Company covers its other officers and directors. Other than as stated in this Section, the Executive shall have no other rights or remedies, unless such termination falls within the scope of the Change in Control Agreement, in which event the Change in Control Agreement shall apply.
(ii) If subsequent to the third annual anniversary of the Start Date, the Executive is no longer employed by the Company because the Executive was terminated without Cause or resigned for Good Reason, the Executive shall receive the same terms as stated in subsection (i), above; provided, however, that the Executive shall also be entitled to receive solely the following in addition subject to the Accrued RightsSeparation Program, subject but the two years of salary and bonus payable to Section 2(g) the Executive under the Separation Program shall be multiplied by a fraction, the numerator of which shall be the number of days from the last day of employment until September 30, 2019, and the Executive’s continued compliance with the provisions of Sections 3 and 4:
(i) continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment for twelve (12) months following such last date of employment, in accordance with denominator being 730. The Executive shall continue to be covered by the Company’s standard payroll policies and practices for executive officers;
(ii) a lump sum regarding indemnification and director’s and officer’s insurance in the same amount equal and to the Annual Bonus same extent as the Company covers its other officers and directors. The Executive may be eligible for Retirement. Other than as stated in this Section, the Executive would otherwise shall have received for no other rights or remedies, unless such termination falls within the fiscal year scope of the Change in Control Agreement, in which event the Executive’s termination of employment occurred, based on actual performance, payable Change in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of the date of termination, (1) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting Control Agreement shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months or until such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days of the date of Executive’s termination of employment as determined solely by the Company; For the avoidance of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach of the provisions of Sections 3 or 4 of this Agreementapply.
Appears in 1 contract
Sources: Employment Agreement (Air Products & Chemicals Inc /De/)
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, prior to the expiration of the Employment Term, the Executive’s employment hereunder is terminated by the Company without Cause or the Executive terminates his employment hereunder for Good Reason, conditioned upon the Executive delivering to the Company a release in a form reasonably satisfactory to the Company with all periods for revocation expired, notwithstanding any provision in the terms of any incentive compensation plan or agreement to the contrary, the Executive shall be entitled to:
(i) receive from the Company his Base Salary then in effect for two (2) years (the “Severance Period”), payable through periodic payments with the same frequency as the Company’s payroll schedule following the termination of the Executive’s employment;
(ii) for the Severance Period, continue participation in the Company’s health care, life and long-term disability plans, substantially on the same basis that the Executive participated in such health care, life and long-term disability plans prior to the termination of his employment; provided, however, that benefits otherwise receivable by the Executive pursuant to this Section 9(b)(ii) shall be applied against the maximum period of continuation coverage provided under Section 4980B of the Code (“COBRA Coverage”);
(iii) (A) receive full payment of the Bonus Award for the Company’s fiscal year during which his termination of employment occurs, (B) receive full payment of the Bonus Award for the next fiscal year following the fiscal year during which his termination of employment occurs and (C) receive payment of a pro rata portion of the Bonus Award for the second year following the fiscal year in which the Executive’s employment terminates (such pro rata formula shall be determined based on the number of months of service provided by the Executive during the fiscal year in which his termination of employment occurs), in each case at the greater of the annual Target Bonus or actual performance for such fiscal year in accordance with the then existing terms of such cash incentive compensation, which shall not be payable until the Compensation Committee has determined that any incentive targets have been achieved and the subsequent designated payout date has arrived;
(iv) receive full payment of any Target Award Opportunity to which he would otherwise be entitled for the LTIP performance period during which his termination of employment occurs (but not for any later years) at the greater of target or actual performance for such LTIP performance period in accordance with the then existing terms of the LTIP, which shall not be payable until the Compensation Committee has determined that any incentive targets have been achieved and the subsequent designated payout date has arrived; and
(v) accelerated vesting of any unvested Deferred Shares Award, restricted shares and stock options, including the 2004 Stock Option Award and the 2005 Stock Option Award, granted to the Executive which have not otherwise vested and any vested stock options shall remain outstanding and exercisable for the Employment Term (including any prior extensions thereof). Notwithstanding the foregoing, if the Executive resigns terminates his employment for Good ReasonReason due to the relocation of the Executive’s principal place of work, as set forth in Section 9(f)(iii), in lieu of payments set forth under Section 9(b)(i), (ii), (iii), (iv) and (v), the Executive shall be entitled to receive solely the following in addition to the Accrued Rightscompensation and benefits provided under Sections 9(b)(i), subject to Section 2(g(ii) and the Executive’s continued compliance with the provisions (iii) for a maximum period of Sections 3 and 4:
(i) continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment for twelve (12) months following such last date of employment, in accordance with the Company’s standard payroll practices for executive officers;
(ii) a lump sum amount equal to the Annual Bonus the Executive would otherwise have received for the fiscal year in which the Executive’s termination of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of the date of termination, (1) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion of the applicable performance cycle in accordance with the Long Term Incentive Plan (but no later than the “short-term deferral” period under Section 409A (defined below)), and (2) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated by multiplying (A) the total number of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of coverage, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months or until such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days of the date of Executive’s termination of employment as determined solely by the Company; For the avoidance of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach of the provisions of Sections 3 or 4 of this Agreementmonths.
Appears in 1 contract
Termination by the Company Without Cause or Resignation by the Executive for Good Reason. If If, during the Employment Term, the Executive’s employment hereunder is terminated by the Company without Cause or if the Executive resigns terminates employment for Good ReasonReason (in each case other than due to the Executive’s death or Disability), the Executive shall will be entitled to receive solely from the following Company, in addition full satisfaction of the Executive’s rights and any benefits the Executive is entitled to under this Agreement, any other employment arrangement with the Accrued RightsCompany Group or otherwise, the following, subject to Section 2(g) and the Executive’s continued compliance with the provisions of Sections 3 and 4:8(e):
(i) continued payment of the Executive’s Base Salary in effect on the last date of the Executive’s employment for twelve (12) months following such last date of employment, in accordance with the Company’s standard payroll practices for executive officersThe Accrued Compensation and Benefits;
(ii) a A lump sum cash payment equal to one times the Executive’s annual rate of Base Salary, payable within ten days following the Executive’s termination date;
(iii) A lump sum cash payment equal to one times the executive’s Target Bonus, payable on the 60th day following the Executive’s termination date;
(iv) A lump sum cash payment, payable within ten days following the Executive’s termination date , in an amount equal to the Annual Bonus the Executive would otherwise have received for the fiscal year in which the Executive’s termination product of employment occurred, based on actual performance, payable in a lump sum during the period commencing on the 15th of April and ending on the 31st of May following the end of the applicable fiscal year of Signet; and
(iii) in respect of each then-ongoing performance cycle under the Long Term Incentive Plan as of the date of termination, (1) with respect to awards that vest in whole or in part based on performance, at the end of each completed performance cycle for each such award, vesting shall be calculated by multiplying (A) the total number of awards that would have vested based on actual performance during the full performance cycle and 12, multiplied by (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable upon the conclusion employer portion of the applicable performance cycle in accordance with monthly cost of maintaining health benefits for the Long Term Incentive Plan Executive (but no later than and the “short-term deferral” period under Section 409A (defined below)), Executive’s spouse and (2eligible dependents) with respect to awards that vest solely based on the provision of services, vesting, as of the date of termination of employment, shall be calculated by multiplying (A) employment under a group health plan of the total number Company for purposes of awards that would have vested if the Executive had remained employed during the full performance cycle and (B) the quotient obtained from dividing the number of calendar days worked during the applicable performance cycle through the date of termination by the number of calendar days in such performance cycle, payable in accordance with the Long Term Incentive Plan; and
(iv) if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), a cash payment equal excluding any short-term or long-term disability insurance benefits;
(v) Notwithstanding the terms of any equity agreement, on the 60th day following the date of termination of employment, all of the Executive’s outstanding time-vested equity awards will fully vest and become non-forfeitable, with (A) any such outstanding time-vested stock options and stock appreciation rights becoming fully exercisable, subject to any applicable performance conditions (and with all such stock options and stock appreciation rights remaining exercisable until the date of expiration of the original term of such award); and (B) the time-based restriction period on any such restricted stock and any such restricted stock units held by the Executive lapsing and any other time-vesting requirements or conditions with respect to the employer contribution foregoing or other such time-vested equity-based awards held by the Executive lapsing and being disregarded, subject to the premium payment for actively employed senior executives with the same level of coverageany applicable performance conditions, payable monthly and all equity awards accelerated pursuant to this paragraph will be settled in accordance with the Company’s standard payroll practices for twelve (12) months or until such earlier termination of COBRA coverage, with the first payment within seventy-two (72) days terms of the date of Executive’s termination of employment as determined solely by applicable equity incentive plan and/or the Company; For applicable award agreement (all acceleration pursuant to this paragraph, together, the avoidance of doubt, all payments under this Section 2(b) shall cease upon the Executive’s breach of the provisions of Sections 3 or 4 of this Agreement“Equity Acceleration”).
Appears in 1 contract
Sources: Employment Agreement (Integrated Drilling Equipment Holdings Corp)