Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to: (i) The Accrued Obligations; (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs; (iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code; (iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and (v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 5 contracts
Sources: Employment Agreement (Darwin Professional Underwriters Inc), Employment Agreement (Darwin Professional Underwriters Inc), Employment Agreement (Darwin Professional Underwriters Inc)
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time without Cause, effective upon Employee’s receipt delivery to Executive of written notice of such termination. In the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to of any completed fiscal year which that has ended prior to the date of such termination, such which amount to shall be paid at the same such time it would otherwise be annual bonuses are paid to Employee had no such termination occurredother senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the Company’s fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs;, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iiiiv) An amount equal to the Severance Multiplier times the sum of his then current Base Salary and the Target Annual Bonus (determined using any established target Annual Bonus if Bonus, such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus amount to be paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments payments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under in accordance with the Company’s health and other insurance plans during the Severance Termregular payroll practices; provided, or however, if such continued participation termination is a CIC Qualified Termination, such amount shall instead be payable in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value a single lump sum within five (5) days of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Companytermination; and
(v) VestingSubject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, as of on the first regularly scheduled payroll date of such termination, in the number of equity-based awards, if any, which would otherwise have vested each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term (without regard in the event that Executive becomes eligible to receive any health benefits as a result of subsequent vesting events)employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in subsections clauses (ii) through (ivv) above shall immediately ceaseterminate, and the Company shall have no further obligations to Employee Executive with respect thereto, in the event that Employee Executive materially breaches any provision of set forth in Section 9 hereof. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d7(e), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 5 contracts
Sources: Employment Agreement (Waystar Holding Corp.), Employment Agreement (Waystar Holding Corp.), Employment Agreement (Waystar Holding Corp.)
Termination by the Company Without Cause. The Company may terminate Employeethe Executive’s employment at any time without CauseCause as such term is defined in Section 5.3 below, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due in which case, subject to death or Disability), Employee shall be entitled toSection 23:
(i) The Accrued Obligations;Executive shall be paid a lump sum cash payment, payable within 30 days after his termination of employment, equal to the total Salary which would have been paid to him under this Agreement for the remainder of the Term, based on a Salary rate equal to the greater of (A) the rate in effect on the Effective Date, or (B) the rate in effect on termination of his employment; and
(ii) Any unpaid Annual Bonus in respect The Executive shall be entitled to any completed fiscal year which has ended prior a lump sum payment payable within 30 days after his termination of employment equal to the date amount of such termination, such amount to be paid at the same time it annual bonuses which would otherwise be have been paid to Employee had no such termination occurred, but in no event later than him under this Agreement for the last day remainder of the Company’s fiscal year in which such termination occurs;Term based upon the bonus rate per annum that is equal to the bonus paid or payable by the Company to the Executive for the immediately preceding bonus year; and
(iii) An amount equal Benefits (as described in Sections 4(c) and 4(d) above) shall continue to be provided to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs Executive by the Company during the fiscal year period of Salary continuation described in which item (i) above as if the Closing Date falls, and using the highest Annual Bonus paid or payable Executive’s employment had continued for the two immediately prior fiscal years for terminations after remainder of the fiscal year in which Term; provided, however, that to the Closing Date falls), payable in substantially equal monthly installments over extent any such benefit cannot be continued as a matter of law during the Severance Term, it being agreed that each installment remaining period of Base Salary and Annual Bonus payable hereunder the Term because the Executive is no longer employed by the Company or because providing the benefit would subject the Executive to additional income taxes under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code;
(iv) Continuation of participation under ”), the Company shall pay the Executive in accordance with the Company’s health and other insurance plans during payroll procedures (commencing with the Severance Term, first payroll period that begins on or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or immediately after the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company of the Executive’s employment without Causecause) an amount equal to its cost of providing such benefit at the same rate or level as such benefit was provided or available at the time the benefit was required as a matter of law to be discontinued because the Executive ceased to be employed by the Company or because providing the benefit would subject the Executive to additional income taxes under Section 409A of the Code and; provided, except further, that any such benefit shall be discontinued on the date that the Executive becomes entitled to coverage for a substantially equivalent rate or level of a comparable benefit as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementa result of his employment by a successor employer.
Appears in 5 contracts
Sources: Employment Agreement (Lufkin Industries Inc), Employment Agreement (Lufkin Industries Inc), Employment Agreement (Lufkin Industries Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company;
(iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time it the Annual Bonus would otherwise be have been paid pursuant to Employee Section 4(b) above had no such termination not occurred;
(iv) Continuation of payment of Base Salary during the Severance Term, but payable in no event later than the last day of accordance with the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Termregular payroll practices, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) VestingContinuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the number of equity-based awardsevent that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, if anyin any capacity, which would otherwise have vested any other business or entity during the Severance Term (without regard to any subsequent vesting events)Term. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in subsections clauses (ii) through ), (iii), (iv), and (v) above shall immediately ceaseterminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 4 contracts
Sources: Employment Agreement (United Maritime Group, LLC), Employment Agreement (United Maritime Group, LLC), Employment Agreement (United Maritime Group, LLC)
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time during the Term of Employment without Cause, effective upon EmployeeExecutive’s receipt of written notice of such terminationtermination or such other date as is specified in such notice. In the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Disability)) during the Term of Employment, Employee Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) One hundred percent (100%) of Executive’s Base Salary at the time of the termination, payable in substantially equal installments in accordance with the Company’s regular payroll practices during the Severance Term;
(iii) Any prior year’s earned but unpaid Annual Bonus in respect to (with any completed fiscal year which has ended prior to requirement for employment on the date of payment waived) (a “Prior Year Bonus”);
(iv) An amount equal to the product of (x) the Annual Bonus Executive would have earned for the year of termination if Executive had remained employed, as determined by the Board or Compensation Committee in a manner materially consistent (except with respect to the requirement of continued employment) as is used generally to determine the annual bonuses of actively employed senior executive employees of the Company for such terminationyear, multiplied by (y) a fraction, the numerator of which is the number of days during such fiscal year to which such Annual Bonus relates and that Executive was employed by the Company and the denominator of which is 365, which amount to will be paid at the same time it would otherwise be as annual bonuses for such year are paid to Employee had no such termination occurredactively employed senior executives of the Company generally, but in no event later than the last day December 31 of the Company’s fiscal year in which such following the year of termination occurs;
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls“Prorated Bonus”), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) VestingTo the extent permissible under the Company’s group health plan, as of the date of such terminationcontinuation, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent vesting eventsemployment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(d)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(d) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after such determination by the Company. Notwithstanding the foregoing, the payments and benefits described in subsections clauses (ii) through – (ivv) above shall immediately ceaseterminate, and the Company shall have no further obligations to Employee Executive with respect thereto, in the event that Employee Executive breaches any provision of Section 9 hereofthe Non-Interference Agreement. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus for any time that, but for Executive’s termination by the Company without Cause, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.
Appears in 4 contracts
Sources: Employment Agreement (Custom Truck One Source, Inc.), Employment Agreement (Custom Truck One Source, Inc.), Employment Agreement (Custom Truck One Source, Inc.)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that he fully executes an effective Release of Claims as described in Section 7(g), Employee shall be entitled toeligible for:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;The Severance Benefits; and
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A Acceleration of the Code;
(iv) Continuation vesting of participation under the Company100% of Employee’s health then outstanding unvested equity awards, such that all unvested equity awards vest and other insurance plans during the Severance Term, become fully exercisable or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, non-forfeitable as of the date Date of Termination; provided that such terminationtermination without Cause and the Date of Termination occurs within eighteen (18) months after a Sale Event (the “Accelerated Equity Benefit”), in which case Employee shall have ninety (90) days from the number Date of equity-based Termination to exercise the vested equity awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above Severance Benefits shall immediately ceaseterminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereofthe Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits (and, in the case of such a termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to his execution of the Release of Claims, and the Accrued Obligations. In addition, the Severance Benefit set forth in Section 1(l)(i) shall be reduced dollar for dollar by any compensation Employee receives from another employer during the Severance Term. Employee agrees to give prompt notice of any employment during the Severance term and promptly shall respond to any reasonable inquiries concerning her professional activities. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company and/or hereby authorizes deductions from future Severance Benefit amounts. The foregoing shall not create any obligation on the Employee’s part to seek re-employment after the Date of Termination.
Appears in 4 contracts
Sources: Employment Agreement, Employment Agreement (Aegerion Pharmaceuticals, Inc.), Employment Agreement (Aegerion Pharmaceuticals, Inc.)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, which termination shall be effective upon Employee’s receipt of written notice of such terminationthe same in accordance with this Agreement. In the event Upon any termination of Employee’s employment is terminated by the Company without Cause (other than due pursuant to death or Disability)this Section 4.2, Employee shall be entitled to:
(a) a lump sum cash payment, payable within ten (10) business days after the date of termination of Employee’s employment equal to the sum of: (i) The Accrued Obligations;
any accrued but unpaid salary as of the date of such termination; (ii) Any any accrued but unpaid Annual annual cash bonus payable under the Company’s EVA Bonus in respect to Program for any completed fiscal year which has annual period ended prior to the date of such termination, such amount to ; and (iii) all expenses incurred for which documentation has been or will be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but provided in no event later than the last day of accordance with the Company’s fiscal year policies but not yet reimbursed;
(b) a lump sum cash payment, payable within ten (10) business days of the date that is six (6) months following the date of termination (or, if Employee is not considered a “key employee” within the meaning of Section 409A of the Code at the time of termination, the date Employee’s employment terminates), equal to the amount payable under the Company’s EVA Bonus Program for the annual period in which such termination occurs, as if the Employee’s employment had not been terminated, prorated through the date of such termination;
(iiic) An amount equal continuation of all perquisites and other Company-related benefits to which Employee was entitled as of the sum date of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during termination, including, but not limited to, those set forth in Section 2.3 above, through the fiscal end of the second calendar year following the year in which Employee’s employment terminates, if and to the Closing Date falls, and using extent the highest Annual Bonus paid provision of such perquisites or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of benefits complies with Section 409A of the Code;
(ivd) Continuation immediate vesting of all of Employee’s stock options, warrants and any other equity awards based on Employer’s securities, such as restricted stock, restricted stock units, stock appreciation rights, performance units, etc., all of which shall remain exercisable in accordance with the original terms on the date of grant, or, if later, the maximum date stock rights may be extended under Section 409A of the Code;
(e) continued participation under in, and continuation by the Company of the payment of the relevant premiums applicable to, the life insurance and health, welfare and medical insurance plans described in Section 2.3 or comparable plans at the Company’s health expense (subject to the terms of the applicable plans) through the end of the second calendar year following the year in which Employee’s employment terminates, if and other insurance plans during to the Severance Term, or if such extent the provision of continued participation and payments of premiums complies with Section 409A of the Code;
(f) continued participation, through the end of the second calendar year following the year in is not permissiblewhich Employee’s employment terminates, provide of Employee with coverage that is economically equivalent to Employee through alternative arrangementsand each of his dependents in all other Company-sponsored health, welfare and benefit plans or comparable plans at the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent Company’s expense (subject to the position terms of the applicable plans) at the benefit levels in which effect from time to time and with COBRA benefits commencing thereafter, if and to the extent the provision of continued benefits and benefit levels complies with Section 409A of the Code and any other applicable laws and regulations. In addition to the foregoing payments and continuation of benefits, the Company shall pay Employee would have been had such alternative arrangements not been used by the Company; and
a lump sum cash payment, payable within ten (v10) Vesting, as business days of the date that is six (6) months following the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment (or, if Employee is not considered a “key employee” within the meaning of Section 409A of the Code at the time of termination, the date Employee’s employment terminates), an amount equal to the product of (I) two multiplied by (II) the sum of (1) Employee’s then current annual salary pursuant to Section 2.1 and (2) the average amount paid to Employee under the Company’s EVA Bonus Program with respect to the most recent three calendar years (or such shorter period to coincide with Employee’s years of employment with the Company without Causeprior to the end of the preceding calendar year). Notwithstanding anything in this Agreement to the contrary, if at the time of termination, Employee is a “specified employee” or “key employee” who has experienced a “separation from service,” each within the meaning of Section 409A of the Code, no payments or benefits pursuant to this Agreement that are considered “deferred compensation” subject to Section 409A of the Code shall be made prior to the date that is six (6) months after the date of “separation from service” (or, if earlier, Employee’s date of death), except as set forth otherwise provided in this the Code, Section 8(d), Employee shall have no further rights to any compensation 409A of the Code or any other benefits under this Agreementregulations promulgated thereunder. In such event, the payments subject to the six (6) month delay will be paid in a lump sum on the earliest permissible payment date.
Appears in 4 contracts
Sources: Employment Agreement (Bradley Pharmaceuticals Inc), Employment Agreement (Bradley Pharmaceuticals Inc), Employment Agreement (Bradley Pharmaceuticals Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that he fully executes an effective Release of Claims as described in Section 7(g), Employee shall be entitled toeligible for:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;The Severance Benefits; and
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A Acceleration of the Code;
(iv) Continuation vesting of participation under the Company100% of Employee’s health then outstanding unvested equity awards, such that all unvested equity awards vest and other insurance plans during the Severance Term, become fully exercisable or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, non-forfeitable as of the date Date of Termination; provided that such terminationtermination without Cause and the Date of Termination occurs within eighteen (18) months after a Sale Event (the “Accelerated Equity Benefit”), in which case Employee shall have ninety (90) days from the number Date of equity-based Termination to exercise the vested equity awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above Severance Benefits shall immediately ceaseterminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereofthe Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits (and, in the case of such a termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to his execution of the Release of Claims, and the Accrued Obligations. In addition, the Severance Benefit set forth in Section 1(l)(i) shall be reduced dollar for dollar by any compensation Employee receives from another employer during the Severance Term. Employee agrees to give prompt notice of any employment during the Severance term and promptly shall respond to any reasonable inquiries concerning his professional activities. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company and/or hereby authorizes deductions from future Severance Benefit amounts. The foregoing shall not create any obligation on the Employee’s part to seek re-employment after the Date of Termination.
Appears in 3 contracts
Sources: Offer of Employment (Novelion Therapeutics Inc.), Offer of Employment (QLT Inc/Bc), Employment Agreement (Aegerion Pharmaceuticals, Inc.)
Termination by the Company Without Cause. The Company This Agreement may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is be terminated by the Company without Cause upon ninety (other than due 90) days' written notice thereof given to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to Employee. Upon the date delivery of notice of such termination, such amount the Company may, in its discretion, and notwithstanding any other provision of this Agreement to the contrary, limit Employee's continuing responsibilities and access to confidential information, provided that the effective date of termination shall be paid at the same time it would otherwise be paid to Employee had no such termination occurreda mutually-agreed date, but in no event later not earlier than the last 90th day of following the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value 's delivery of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events)notice. Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in In the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except (i) the Company shall, at the election of Employee, either (A) continue to pay Employee his then effective salary hereunder for eighteen (18) months, following the effective date of termination of employment, including 100% of any bonus paid to Employee with respect to the calendar year immediately preceding termination, and continue for such period to provide other benefits as set forth provided for hereunder on the same basis as in this Section 8(d)effect before the effective date of termination of employment, to the extent permitted by the terms of the benefit plans or arrangements pursuant to which such benefits are provided, provided that the Company shall pay the cost of providing such benefits for such period (determined, in the case of group health benefits, based on the applicable plan's "COBRA cost") to the extent that such benefits cannot be provided to Employee under the terms of the benefit plans or arrangements pursuant to which such benefits are otherwise provided, or (B) pay Employee, (1) within fifteen (15) days of termination, a lump sum payment equal to fifty percent (50%) of Employee's salary and the cost of providing benefits (determined, in the case of group health benefits, based on the applicable plan's "COBRA cost") hereunder for eighteen (18) months, including 100% of any bonus paid or payable to Employee with respect to the calendar year immediately preceding termination, and (2) the remaining fifty percent (50%) of the amount specified in the immediately preceding subsection (1) in six (6) equal monthly installments, with such installment payments beginning the month after the month in which payment of the lump sum occurs, and (ii) all outstanding stock options held by Employee shall have no further rights to any compensation or any other benefits under this Agreementbecome fully vested and exercisable.
Appears in 3 contracts
Sources: Employment Agreement (Da Consulting Group Inc), Employment Agreement (Da Consulting Group Inc), Employment Agreement (Da Consulting Group Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), and (except with respect to payment of the Accrued Obligations) subject to the Employee’s execution of the Release of Claims (as described in Section 8(g) below), Employee shall be entitled toto the additional benefits below:
(i) The Accrued ObligationsPayment of the Employee’s monthly Base Salary for each month during the Severance Term, which shall be paid in accordance with the Company’s regular payroll practices;
(ii) Any unpaid Annual Bonus in With respect to any completed fiscal year which has ended prior to the Initial Option Grant, if Employee is terminated without Cause before the ten (10) month anniversary of the Effective Date, solely for purposes of vesting of the Initial Option Grant, Employee shall be deemed on the date of such terminationtermination to have been employed for sixteen (16) months from the Effective Date and his options for the remaining shares shall terminate. In addition, such amount to be paid at if Employee is terminated without Cause on or after the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day ten (10) month anniversary of the CompanyEffective Date, solely for purposes of vesting of the Initial Option Grant, Employee’s fiscal year in which such employment shall be deemed to have terminated six (6) months after the date of termination occurs;of his employment and all other options held by employee that are not then exercisable shall terminate.
(iii) An If and to the extent that the Employee is able to continue his participation in the Company’s group health and/or dental insurance from and after the date of termination in accordance with the terms of the benefits plans or applicable law and Employee so elects to continue such coverage, an amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if monthly premium payment that the Company was contributing to such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Companycoverage on Employee’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, behalf as of the date of such termination, in the number of equityadjusted for any premium increase and on an after-based awardstax basis, if any, which would otherwise have vested for each month during the Severance Term; provided, that the payments pursuant to this clause (iv) shall cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to receive any comparable health and dental benefits, including through a spouse’s employer, during the Severance Term. Any payments under this clause (without regard to any subsequent vesting events)iii) shall be made at the same time that payments under clause (ii) are made. Notwithstanding the foregoing, the payments and benefits described in subsections clauses (i), (ii) through ), and (iviii) above shall immediately ceaseterminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereofthe Confidentiality Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits and the Accrued Obligations.
Appears in 3 contracts
Sources: Employment Agreement, Employment Agreement (BeiGene, Ltd.), Employment Agreement (BeiGene, Ltd.)
Termination by the Company Without Cause. The Upon an Executive's Date of Termination by the Company may terminate Employee’s employment at any time prior to the Extension Date without Cause, effective upon Employee’s receipt the Term will terminate and all obligations of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause and Executive under Sections 1 through 4 of this Termination Agreement will immediately cease; PROVIDED, HOWEVER, that subject to the provisions of Section 13(c) the Company shall pay to the Executive (other than due to death or Disability), Employee his or her beneficiaries) and Executive (or his or her beneficiaries) shall be entitled toto receive within, or commencing within, thirty (30) days after the Date of Termination, the following amounts:
(i) The Accrued Obligationsthe Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior twenty-four (24) semi-monthly payments during a twelve (12) consecutive month period equal to the date Executive's Annual Base Salary divided by twenty-four (24); provided, however, notwithstanding anything to the contrary in the Termination Agreement or in the Employment Agreement, none of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year amounts shall qualify Executive for any incremental benefit under any plan or program in which such termination occurshe has participated or continues to participate;
(iii) An amount equal stock options then held by Executive will be exercisable to the sum of his then current Base Salary extent and Annual Bonus (determined using any established target Annual Bonus if for such termination occurs during the fiscal year in which the Closing Date fallsperiods, and using otherwise governed, by the highest Annual Bonus paid or payable for plans and programs and the two immediately prior fiscal years for terminations after the fiscal year in agreements and other documents thereunder pursuant to which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;such stock options were granted; and
(iv) Continuation all vested, nonforfeitable amounts owing and accrued at the Date of participation Termination under any compensation and benefit plans, programs, and arrangements in which Executive theretofore participated will be paid under the Company’s health terms and other insurance plans during conditions of the Severance Termplans, or if programs, and arrangements (and agreements and documents thereunder) pursuant to which such continued participation in is not permissiblecompensation and benefits were granted, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position including any supplemental retirement plan in which the Employee Executive may have participated. Amounts which are immediately payable above will be paid as promptly as practicable after Executive's Date of Termination; PROVIDED, HOWEVER, to the extent that the Company would have been had not be entitled to deduct any such alternative arrangements not been used by payments under Internal Revenue Code Section 162(m), such payments shall be made at the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, earliest time that the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment would be deductible by the Company without Cause, except as set forth in limitation under Section 162(m) (unless this Section 8(dprovision is waived by the Company), Employee . Any deferred payment shall have no further rights be credited with the interest at a rate applied to any compensation or any other benefits prevent the imputation of taxable income under this Agreementthe Code.
Appears in 3 contracts
Sources: Termination and Change of Control Agreement (Cuno Inc), Termination and Change of Control Agreement (Commercial Intertech Corp), Termination and Change of Control Agreement (Commercial Intertech Corp)
Termination by the Company Without Cause. 8.5.1 The Company may employment of Officer shall terminate Employee’s employment at any time without Cause, effective immediately upon Employee’s receipt delivery to Officer of written notice of such termination. In the event Employee’s employment is terminated termination by the Company without Cause (other than due to death or Disability)Company, Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be "without cause" unless termination is expressly stated to be pursuant to Sections 8.1 or 8.2.
8.5.2 Upon termination of this Officer's employment pursuant to this Section 8.5, the Company shall pay to Officer, on the Termination Date, a separate lump sum payment for purposes of Section 409A an amount equal to (x) all accrued and unpaid salary and other compensation payable to Officer by the Company and all accrued and unused vacation and sick pay payable to Officer by the Company with respect to services rendered by Officer to the Company through the Termination Date, and (y) the amount Officer would have earned as Base Salary during the five years following the Termination Date, plus an amount equal to five times (i) in the event no previous bonus has been paid or is payable pursuant to this Amended Agreement, 20% of Officer's Base Salary, or (ii) in the event at least one bonus has been paid or is payable to Officer, the average bonus based on all bonuses paid or payable to Officer pursuant to this Amended Agreement. In addition to the foregoing, and notwithstanding the provisions of any other agreement to the contrary, (x) all options to purchase the Common Stock of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in Company which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, granted to Officer and which would otherwise have vested during the Severance Term (without regard 24 months following the date of termination shall become immediately exercisable on the Termination Date and, notwithstanding any other agreement to any subsequent vesting events). Notwithstanding the foregoingcontrary, shall remain exercisable for the payments and benefits described in subsections (ii) through (iv) above shall immediately ceasefull term of each such option, and (y) the Company shall have no further obligations continue to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights provide to any compensation or any Officer all other benefits under this Agreementthat would otherwise be payable to Officer pursuant to Sections 4.4.2, 4.4.3 and 4.4.4 hereof for the 60 months following the Termination Date.
Appears in 3 contracts
Sources: Employment Agreement (Veterinary Centers of America Inc), Employment Agreement (Veterinary Centers of America Inc), Employment Agreement (Veterinary Centers of America Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;; and
(ii) Any unpaid Annual Bonus in respect to of any completed fiscal year which that has ended prior to the date of such termination, termination with such amount to be paid at the same time it would otherwise be paid to Employee had no determined based on actual performance during such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;as determined by the Compensation Committee; and
(iii) An amount A lump sum cash payment equal to eighteen (18) times the sum “applicable percentage” of the monthly COBRA premium cost applicable to Employee if Employee (or his then current Base Salary and Annual Bonus dependents) were to elect COBRA coverage, or similar coverage as provided by similar state law, in connection with such termination, (determined using any established target Annual Bonus if such termination occurs during for purposes hereof, the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) “applicable percentage” shall be deemed to be a separate payment for purposes the percentage of Section 409A of the Code;
(iv) Continuation of participation under the CompanyEmployee’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used care premium costs covered by the Company; and
(v) Vesting, Company as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through ; and
(iv) above shall immediately ceaseImmediate vesting of any and all equity or equity-related awards previously awarded to the Employee, and the Company shall have no further obligations irrespective of type of award. Any amounts payable to Employee with respect theretounder clause (i), (ii), or (iii) of this Section 8(d) shall be paid in lump sum on the event that Employee breaches any provision sixtieth (60th) day following the date of Employee’s termination of employment (the “Severance Benefits”), subject to Section 9 hereof8(i) of this Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 3 contracts
Sources: Employment Agreement (Emerald Oil, Inc.), Employment Agreement (Emerald Oil, Inc.), Employment Agreement (Emerald Oil, Inc.)
Termination by the Company Without Cause. (a) The Company may terminate Employee’s employment this Agreement at any time without Cause by written notice to the Executive effective upon receipt or on a later termination date agreed with the Executive.
(b) If the Company terminates the Executive’s employment without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause will pay the Executive (i) the Base Salary due the Executive through the date of termination, (ii) for any accrued PTO not taken at the time of termination, and (iii) any other than due amounts to death which the Executive is entitled at the time of termination under any bonus or Disabilitycompensation plan or practice of the Company; provided, however, that any bonus payments under the MICP will be governed by Section 6.2(c)(ii) below and not this Section.
(c) In addition, and provided that the Executive executes and does not revoke a Release as provided in Section 7 and complies with Section 6.7(b), Employee shall be entitled tothe Company will pay or grant the Executive, in lieu of any other severance benefits or any other compensation, the benefits set forth in this subsection (c) below (“Severance Benefits”); provided, however, that if the Company has established any compensation plan or severance benefit that is more favorable to the Executive than any of the Severance Benefits, the Company will pay to the Executive such more favorable benefit in lieu of the corresponding Severance Benefit set forth below:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to the sum of his then current Base Salary for a period of twelve (12) months from the date of termination, less any payroll withholding and Annual Bonus deductions due on such salary in accordance with applicable law, payable as a lump sum payment no later than the first business day following the date on which the Executive’s right to revoke any waiver and release of legal claims has expired unexercised (determined using any established target Annual Bonus if such which revocation period will not exceed seven calendar days following the date the Executive signs the waiver and release);
(ii) If, at the time of termination occurs during of this Agreement, the fiscal Company has not yet paid to the Executive a bonus under the MICP for the year preceding the year in which this Agreement is terminated, the Closing Date fallsExecutive will be eligible for such bonus on the same basis as other executive level employees, and using if other executive level employees receive a bonus under the highest Annual Bonus paid or payable MICP for the two immediately prior fiscal years preceding year, the Company will pay the Executive the bonus pursuant to the MICP; provided, however, that the percentage of the Company’s achievement of corporate goals which is used in the calculation of a portion of such bonus, will be the same as the percentage established by the compensation committee of the Board for terminations after other executive level employees; and provided further that the fiscal percentage of the Executive’s achievement of his personal goals for the preceding year, which is used in the calculation of a portion of such bonus, will not be less than the average of the percentages achieved in the preceding three (3) years;
(iii) A Bonus (as defined below) for the year in which this Agreement is terminated prorated for the Closing Date fallsperiod during such year the Executive was employed prior to the date of termination (or the full amount of the Bonus if the Executive’s employment is terminated within six (6) months prior to or twelve (12) months following a Change of Control), payable in substantially equal monthly installments over as a lump sum payment no later than the Severance Termfirst business day following the date on which the Executive’s right to revoke any waiver and release of legal claims has expired unexercised (which revocation period will not exceed seven calendar days following the date the Executive signs the waiver and release). If a Change of Control occurs after the Company pays the prorated Bonus, it being agreed that each installment then the remainder of Base Salary and Annual the Bonus will be payable hereunder or under Section 8(eas a lump sum payment no later than ten (10) shall be deemed days after the effective date of the Change of Control and, for this purpose, a Change of Control will occur only to be a separate payment the extent the transaction also meets the definition used for purposes of Treasury Regulation Section 409A 1.409A-3(a)(5), that is, as defined under Treasury Regulation Section 1.409A-3(i)(5). “Bonus” means the average of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent bonuses awarded to the position in which Executive for each of the Employee would have been had such alternative arrangements not been used by the Company; and
three (v3) Vesting, as of fiscal years prior to the date of termination. For purposes of determining the Executive’s Bonus, to the extent the Executive received no bonus in a year in which other executives received bonuses, such terminationyear will still be taken into account (using zero (0) as the applicable bonus) in determining the Executive’s Bonus, but if the Executive did not receive a bonus for a year in which no executive received a bonus, such year will not be taken into account. If any portion of the number bonuses awarded to the Executive consisted of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoingsecurities or other property, the payments and benefits described fair market value thereof will be determined in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment good faith by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.Board;
Appears in 3 contracts
Sources: Executive Employment Agreement (Micromet, Inc.), Executive Employment Agreement (Micromet, Inc.), Executive Employment Agreement (Micromet, Inc.)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated (Other Than Due to Disability or Death) or by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:for Good Reason.
(i) The If the Employee’s employment with the Company and its affiliates, as applicable, hereunder is terminated by (A) the Company for any reason other than (1) Cause, (2) Disability or (3) the Employee’s death or (B) the Employee for Good Reason, then in addition to the Accrued Obligations;
Rights, subject to the Employee’s continued compliance with Sections 6 and 7 and the Employee’s execution and delivery of a general release of claims against the Company and its affiliates in substantially the form attached as Exhibit B hereto (ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the “Release”), on or after the date of Employee’s termination of employment and not later than the sixtieth (60th) day following the date of the Employee’s termination of employment and his non-revocation of such terminationRelease within the time period provided therein, such the Company shall pay the Employee (x) an amount equal to be paid at the same time it Annual Bonus, if any, earned for the Bonus Year in which the date of termination of employment occurs, which bonus would otherwise be paid payable to the Employee if his employment had no not terminated (as determined following the end of such termination occurred, but in no event later than Bonus Year based on the last day actual full-year performance of the Company’s fiscal Company in such Bonus Year), multiplied by a fraction, the numerator of which is the number of days the Employee was employed hereunder in such year and the denominator of which is 365 (to the extent applicable, the “Pro-Rata Bonus”), which amount is payable in which such termination occurs;
accordance with Section 3(b), (iiiy) An an amount equal to the sum of his then current (I) the Employee’s Base Salary at the rate in effect on the date of termination and (II) the amount of the Employee’s Annual Bonus, if any, earned (regardless of whether paid), in respect of the Bonus Year immediately preceding the year of termination (determined using any established target Annual Bonus if the “Severance Amount”), which Severance Amount is payable in equal installments in accordance with the Company’s usual payment practices over a twelve (12) month period commencing on the day immediately following the date of termination (such termination occurs during period, the fiscal year in which “Severance Period”) and (z) an amount equal to one and a half (1.5) times the Closing Date fallsCompany’s cost of providing, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years Severance Period, coverage for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary Employee and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation his dependents under the Company’s group health and other insurance plans during plan(s) at the applicable premium rate in effect at the time of the Employee’s termination of employment, which amount is payable in equal installments in accordance with the Company’s usual payment practices over the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events)Period. Notwithstanding the foregoing, the Company shall have the right to cease making such payments and benefits described the Employee shall be obligated to repay any such amounts to the Company already paid if the Employee fails to execute and deliver the Release within the time period provided above or, after timely delivery, the Employee revokes it within the time period specified in subsections such Release.
(ii) through For purposes of this Agreement, “Cause” means:
(ivA) above shall immediately ceasethe Employee’s willful and continued failure to perform the Employee’s material, reasonable and lawful duties (other than as a result of incapacity due to physical or mental illness); provided that, the Employee does not cure such failure within 15 days after receipt from the Company shall have no further obligations to Employee with respect thereto, of written notice of such failure;
(B) the Employee’s negligence or willful misconduct in the event that Employee breaches any provision course of Section 9 hereof. Following such termination of the Employee’s employment with the Company and its affiliates, as applicable, that the Board in good faith in its reasonable discretion determines has a material, demonstrable and adverse effect on the Company and its affiliates, provided that, to the extent curable, the Employee does not cure such negligence or misconduct within 15 days after receipt from the Company of written notice of such action;
(C) the Employee’s indictment of, conviction of, or plea of nolo contendere to (1) a misdemeanor involving moral turpitude or (2) a felony (or the equivalent of a misdemeanor or felony in a jurisdiction other than the United States);
(D) the Employee’s material breach of this Agreement, including, without limitation the provisions of Sections 6 and 7, provided that, to the extent curable, the Employee does not cure such breach within 15 days after receipt from the Company of written notice of such breach;
(E) the Employee’s violation of lawful Company policies that the Board in good faith in its reasonable discretion determines has a material, demonstrable and adverse effect on the Company and its affiliates, provided that, to the extent curable, the Employee does not cure such violation within 15 days after receipt from the Company of written notice of such violation;
(F) the Employee’s misappropriation, embezzlement or material misuse of funds or property belonging to the Company or any of its affiliates; or
(G) the Employee’s use of alcohol or drugs that either materially interferes with the performance of the Employee’s duties hereunder or adversely affects the integrity or reputation of the Company or its affiliates, their employees or their products or services, as determined by the Company without Cause, except as set forth Board in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under good faith in its reasonable discretion.
(iii) For purposes of this Agreement., “Good Reason” means, without the Employee’s written consent:
Appears in 3 contracts
Sources: Employment Agreement (Press Ganey Holdings, Inc.), Employment Agreement (PGA Holdings, Inc.), Employment Agreement (PGA Holdings, Inc.)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s that your employment is terminated by the Company without Cause (for reasons other than due death, Total Disability or Cause, the Company shall pay the following amounts to death or Disability), Employee shall be entitled toyou:
(i) The Accrued ObligationsCompensation;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occursPlan Benefits;
(iii) An amount equal Subject to your execution and non-revocation of the sum Release (as defined below), accelerated vesting of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs your unvested equity awards that would vest by the normal passage of time during the fiscal year in period which is nine (9) months from the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment date of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes termination of Section 409A of the Codeyour employment;
(iv) Continuation Subject to your execution and non-revocation of participation under the Company’s health and other insurance plans during Release (as defined below), the Severance TermPro-Rated Annual Bonus; provided, or if such continued participation however, that in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or no event shall the cash value of such coverage, in a manner that places the Employee in a net economic position that is Pro-Rated Annual Bonus be prorated at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Companyless than nine (9) months; and
(v) VestingSubject to your execution and non-revocation of the Release (as defined below), as an amount equal to seventy-five percent (75%) times your Base Salary, which shall be paid during the nine (9) month period which begins on the first administratively feasible payroll date following the date the Release becomes effective, with the first payment totaling the amount of individual payments that would have been made from the termination date through the date of such terminationthe payment, and subsequent payments continuing at the same time and in the number same manner as Base Salary would have been paid if you had remained in active employment until the end of equity-based awardssuch period. Additionally, if anyyou shall receive an amount equal to the monthly cost of COBRA continuation coverage for the medical plan at the date of termination at the level of coverage then in effect for you, which would otherwise have vested during less the Severance Term active rate for such coverage, times nine (without regard 9) months to any subsequent vesting events)be payable in a single, lump sum payment on the first administratively feasible payroll date following the date the Release becomes effective. Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches the period for consideration of the Release and the revocation period crosses two calendar years, the first administratively feasible payroll date shall be deemed to be the first payroll date in the second calendar year that occurs on or after the date the Release becomes effective, regardless of the date the Release is signed. Further notwithstanding the foregoing, the Company may in its discretion change the timing of the payment of any provision amounts to the extent such amounts are not subject to Section 409A of the Internal Revenue Code (the “Code”).
(vi) Each of the payments of severance benefits above are designated as separate payments for purposes of the short-term deferral rules under Treasury Regulation Section 9 hereof1.409A-1(b)(4)(i)(F), the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii), and the exemption for medical expense reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v)(B). Following such As a result, (A) payments that are made on or before the 15th day of the third month of the calendar year following the applicable year of termination, and (B) any additional payments that are made on or before the last day of the second calendar year following the year of your termination and do not exceed the lesser of two times Base Salary or two times the limit under Code Section 401(a)(17) then in effect, are exempt from the requirements of Code Section 409A. If you are designated as a “specified employee” within the meaning of Code Section 409A, to the extent the payments to be made during the first six month period following your termination of Employee’s employment by exceed such exempt amounts, the Company payments shall be withheld and the amount of the payments withheld will be paid in a lump sum, without Causeinterest, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementduring the seventh month after your termination.
Appears in 3 contracts
Sources: Employment Agreement (Kalobios Pharmaceuticals Inc), Employment Agreement (Kalobios Pharmaceuticals Inc), Employment Agreement (Kalobios Pharmaceuticals Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company pursuant to Section 5(e) without Cause (cause for reasons other than due death, Total Disability or Cause, the Company shall pay the following amounts to death or Disability), Employee shall be entitled toEmployee:
(i) The Accrued Obligations;Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination.
(ii) Any benefits to which Employee may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(c) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.
(iii) Any outstanding or unpaid Annual Bonus in Base Salary as of the date of Employee’s termination. The Employee shall also be eligible for a bonus or incentive compensation payment to the extent a bonus is justified, and to the extent bonuses are paid to similarly situated employees, pro-rated for the year with respect to any completed fiscal year which has ended prior to the date of such Employee’s termination, such amount to be and paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;when similarly situated employees are paid.
(iiiiv) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during at the fiscal year rate in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, effect as of the date of such Employee’s termination) which would have been payable to Employee if Employee had continued in employment for a twelve (12) month period following the date of death. Such amount shall be paid in accordance with the Company’s standard payroll and pay period procedures.
(v) The Company completely at its expense will continue for Employee and Employee’s spouse and dependents, group health plans, programs or arrangements, in which Employee was entitled to participate as of the date of termination, until the earlier of : (A) last day of period during which Employee receives payment in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term accordance with clause (without regard iii) above; (B) Employee’s death (provided that benefits payable to Employee’s beneficiaries shall not terminate upon Employee’s death); or (C) with respect to any subsequent vesting events). Notwithstanding the foregoingparticular plan, program or arrangement, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to date Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment becomes covered by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementa comparable benefit provided by a subsequent employer.
Appears in 3 contracts
Sources: Employment Agreement (Industrial Minerals Inc), Employment Agreement (Industrial Minerals Inc), Employment Agreement (Industrial Minerals Inc)
Termination by the Company Without Cause. The Upon an Executive's Date of Termination by the Company may terminate Employee’s employment at any time prior to the Extension Date without Cause, effective upon Employee’s receipt the Term will terminate and all obligations of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause and Executive under Sections 1 through 4 of this Termination Agreement will immediately cease; PROVIDED, HOWEVER, that subject to the provisions of Section 13(c) the Company shall pay to the Executive (other than due to death or Disability), Employee his or her beneficiaries) and Executive (or his or her beneficiaries) shall be entitled toto receive within, or commencing within, thirty (30) days after the Date of Termination, the following amounts:
(i) The Accrued Obligationsthe Executive's Annual Base Salary through the Date of Termination to the extent not theretofore paid;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior twenty-four (24) semi-monthly payments during a twelve (12) consecutive month period equal to the date Executive's Annual Base Salary divided by twenty-four (24); provided, however, notwithstanding anything to the contrary in the Termination Agreement or in the Employment Agreement, none of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year amounts shall qualify Executive for any incremental benefit under any plan or program in which such termination occurshe has participated or continues to participate;
(iii) An amount equal stock options then held by Executive will be exercisable to the sum of his then current Base Salary extent and Annual Bonus (determined using any established target Annual Bonus if for such termination occurs during the fiscal year in which the Closing Date fallsperiods, and using otherwise governed, by the highest Annual Bonus paid or payable for plans and programs and the two immediately prior fiscal years for terminations after the fiscal year in agreements and other documents thereunder pursuant to which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;such stock options were granted; and
(iv) Continuation all vested, nonforfeitable amounts owing and accrued at the Date of participation Termination under the Company’s health any compensation and other insurance plans during the Severance Termbenefit plans, or if such continued participation in is not permissibleprograms, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position and arrangements in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.Executive theretofore participated will be
Appears in 3 contracts
Sources: Termination and Change of Control Agreement (Commercial Intertech Corp), Termination and Change of Control Agreement (Commercial Intertech Corp), Termination and Change of Control Agreement (Commercial Intertech Corp)
Termination by the Company Without Cause. (a) The Company may terminate the Employee’s employment at any time without Cause, effective Cause (as defined in Section 4.3(c)) upon Employee’s receipt of thirty (30) days’ prior written notice of such termination. and thereby terminate the Employment Period under this Agreement.
(b) In the event the Employee’s employment is terminated by pursuant to this Section 4.3, and at that time the Company without Cause (other than due Employee is ready, willing and able to death or Disability)continue performing all of his duties under this Agreement, the Employee shall be entitled to:
to receive: (i) The the Accrued Obligations;
Amounts, which shall be payable in a lump sum within thirty (30) days of any such termination, and (ii) Any subject to satisfying the requirements and conditions of Section 4.5 below: (A) his Base Salary (in effect at the time of termination) for a period equal to the remaining term of the Initial Employment Period, payable at such dates and times in accordance with the Company’s normal payment practices and procedures (for clarification, the Employee shall not be entitled to receive any continued payment of Employee’s Base Salary in the event of any such termination following the expiration of the Initial Employment Period); (B) if Employee elects to receive continuation coverage for medical, prescription and dental benefits under COBRA, the Company will, for a period equal to the remaining term of the Initial Employment Period, waive or otherwise pay at regular monthly intervals the contribution, if any, that would otherwise be required for the continuation of coverage under a Partnership Group group health plan that Employee and his dependents are eligible to receive, provided, however, that to receive such waiver or contribution, the Employee must not be eligible to receive health insurance benefits under any other employer’s group health plan (for clarification, the Employee shall not be entitled to any waiver, or payment, of any contribution as required for the continuation of such COBRA coverage in the event of any such termination following the expiration of the Initial Employment Period); (C) an amount equal to any unpaid Annual Bonus otherwise payable for the year immediately preceding the year in respect to which the employment of the Employee is so terminated, any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at paid, subject to the same time it would otherwise be paid to Employee had provisions of Section 4.5, no such termination occurred, but in no event later than the last day March 15 of the Company’s fiscal year in which such termination occurs;
; (iiiD) An an amount equal to the sum of his then current Base Salary and pro rata Annual Bonus (determined using any established target Annual Bonus if such termination occurs during for the fiscal year in which the Closing Date fallssuch termination occurs, and using the highest Annual Bonus paid or if determined to be payable for such year, such pro rata payment to be paid, subject to the two provisions of Section 4.5, no later than March 15 of the year immediately prior fiscal years for terminations after following the fiscal year in which such termination occurs; and (E) the Closing Date falls), payable Phantom Units awarded to the Employee as described in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e3.3(a) shall be deemed to accelerated and become fully vested at such time as the Release (as herein defined) becomes final and irrevocable, and such Phantom Units shall be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, settled as of the date of such termination, provided in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events)Phantom Unit Agreement or at such later date as provided in Section 4.5. Notwithstanding the foregoing, the The payments and benefits described provided in subsections clause (ii) through of the preceding sentence are collectively referred to as the “Severance Benefits.”
(ivc) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision For purposes of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement., “Cause” means the occurrence of any one or more of the following events:
Appears in 3 contracts
Sources: Employment Agreement (CSI Compressco LP), Employment Agreement (CSI Compressco LP), Employment Agreement (Compressco Partners, L.P.)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last date that is one day prior to two and one-half months following the end of the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to the Severance Multiplier multiplied by the sum of his then current Base Salary and Annual Bonus (determined using any established the target Annual Bonus if such termination occurs during the fiscal year in which the Closing Commencement Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Commencement Date falls), payable in substantially equal monthly installments over the period commencing on the date of termination and ending on the date that is one day prior to two and one-half months following the end of the Company’s fiscal year in which such termination occurs (the “Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code”);
(iv) Continuation of participation under the Company’s health and other insurance plans during for a period of years equal to the Severance TermMultiplier, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; provided, however, that if the cash value is paid to Employee, it shall be paid to Employee no later than the date that is one day prior to two and one-half months following the end of the Company’s fiscal year in which such termination occurs; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term two (2) year period immediately following such termination (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. In no event shall the expiration of the Term of Employment on the Expiration Date constitute a termination without Cause hereunder.
Appears in 3 contracts
Sources: Employment Agreement (Allied World Assurance Co Holdings, AG), Employment Agreement (Allied World Assurance Co Holdings, AG), Employment Agreement (Allied World Assurance Co Holdings LTD)
Termination by the Company Without Cause. Termination by the Executive ---------------------------------------------------------------------- for Good Reason. ---------------
(a) The Company may terminate Employee’s the Executive's employment at any time without Causefor any reason or no reason, effective upon Employee’s receipt subject to the approval of written notice of such terminationthe Board. In the event Employee’s employment is terminated by If the Company without Cause (other than due to death terminates the Executive's employment and the termination is not covered by Section 4 or Disability)5.1 or the Executive terminates service for "Good Reason", Employee shall be entitled to:
(i) The Accrued Obligations;
the Executive shall receive (w) Annual Salary and other benefits earned under this Agreement but unpaid prior to the termination of the Executive's employment, (x) a pro-rata payment in respect of target bonus accrued through the termination of the Executive's employment, (y) payment in respect of accrued but unused vacation time prior to the termination of the Executive's employment and (z) reimbursement for expenses properly incurred prior to the termination of the Executive's employment; (ii) Any unpaid the Executive shall continue to receive payment of 100% of Annual Bonus Salary (as in effect immediately before such termination) and shall receive reimbursement for his COBRA premiums with respect to any completed fiscal medical and dental benefits for one year which has ended prior to following the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
Executive's employment; and (iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder; provided that the Company's obligations with respect -------- to the payments and benefits provided for in this Section 5.2(a) are conditioned upon the Executive's execution of a Separation Agreement and General Release in the standard form then used by the Company. In addition, upon a termination of the Executive's employment without Cause or the Executive terminates employment for Good Reason, the Executive shall receive (i) payment, at the time awards under the MRP are otherwise paid, of 100% of the MRP award, to the extent not previously paid, and (ii) with the exception of termination of service by the Executive for Good Reason as defined in this Section 5.2(b)(i), payment, at the time that the next installment award under the DRP is otherwise paid, of the next installment award, owed under the DRP, which will be determined with individual performance targets treated as if they were fully achieved and based on corporate performance targets actually achieved in respect of that award. The Executive shall also continue to receive payments in respect of those options that were not vested as of immediately prior to the Effective Time but which have an exercise price that is less than the Per Share Amount (as defined in the Merger Agreement), at the time such payments would otherwise have been made in accordance with the vesting schedule set forth in such option agreements. It is expressly understood and agreed that any payment made pursuant to this Section 5.2(a) shall be in lieu of any other payments that may otherwise be due to the Executive under any severance or separation agreement, plan, program or policy of the Company.
(b) For purposes of this Agreement, "Good Reason" shall mean (i) a material reduction in the Executive's duties and responsibilities that occurs following the Effective Time (provided that reductions in duties and responsibilities that result from the Company no longer being a public reporting company under the Securities Exchange Act of 1934, shall not constitute, by itself, a material reduction in the Executive's duties and responsibilities), (ii) a material breach by the Company of the terms and provisions of this Agreement, which breach is not cured within 30 days after written notice thereof is provided by the Executive, (iii) the relocation of the Executive's principal place of business, without the consent of the Executive, by more than 35 miles from such principal place of business on the date hereof, (iv) a reduction in the Annual Salary, compensation or aggregate level of benefits provided to the Executive, (v) the failure of the Company to pay compensation and benefits when due, which is not cured promptly after demand for payment by the Executive or (vi) failure of a successor to the Company to assume its obligations under the Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Siemens Aktiengesellschaft/Adr), Employment Agreement (Efficient Networks Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated during the Term by the Company without Cause (other than due to death or Disability) and subject to the terms of Section 8(h), Employee shall be entitled to:
(i) The Accrued Obligations;; and
(ii) Any unpaid Annual Cash Bonus in respect to of any completed fiscal year which that has ended prior to the date of such termination, termination with such amount to be paid at the same time it would otherwise be paid to Employee had no determined based on actual performance during such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;as determined by the Compensation Committee; and
(iii) An amount A lump sum cash payment equal to twelve (12) months compensation at the sum of his then current the Employee’s Base Salary and Target Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;Bonus; and
(iv) Continuation of participation under A lump sum cash payment equal to the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner any non-discretionary Annual Cash Bonus that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by payable based on actual performance, pro-rated for the Companyperiod the Employee worked prior to termination; and
(v) VestingFor a maximum period of twelve (12) months, a monthly cash payment equal to the “applicable percentage” of the monthly COBRA premium cost applicable to Employee if Employee (or his dependents) is eligible, elects and continues COBRA coverage, or similar coverage as provided by similar state law, in connection with such termination, (for purposes hereof, the “applicable percentage” shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, termination and the Company shall be obligated to provide only such continuation of insurance benefits as it is required and can legally provide under its health insurance contract); and
(vi) Immediate vesting of any and all equity or equity-related awards previously awarded to the Employee that vest solely on the service of Employee. Any equity awards that vest based on various performance metrics will be vested only if such performance metrics have no further obligations been met at the time of termination of service. Any amounts payable to Employee with respect theretounder clause (i), (ii), (iii) or (iv) of this Section 8(d) shall be paid in lump sum on the event that Employee breaches any provision sixtieth (60th) day following the date of Employee’s termination of employment, subject to Section 9 hereof8(h) of this Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Us Energy Corp), Employment Agreement (Us Energy Corp)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by that the Company terminates your employment without Cause in accordance with the provisions of Section 3(a)(iv) hereof, and conditioned on your compliance with this Agreement during the Notice Period (but not for any other than due to death or Disabilityreason, including without limitation under Sections 3(a)(i), Employee shall (ii), (iii), or (v)), then in addition to the amounts you have received during the Notice Period and any other amounts provided in Section 4(a), but subject to your timely satisfaction of the condition precedent in Section 4(h) below, the following will be entitled toprovided to you following the termination of the Notice Period:
(i) The Accrued ObligationsYou will be paid a lump sum amount equal to one year’s Base Salary at the rate in effect immediately prior to said termination, to be paid no later than sixty (60) days following your termination;
(ii) Any unpaid With respect to the Annual Bonus in respect to any completed fiscal for the calendar year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal calendar year in which such your termination occurs, you will be excused from the requirement in Section 2(b) that you must be actively employed with the Company on the date of disbursement in order to receive the Bonus;
(iii) An You will be paid an amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during that you would have been entitled to receive for the fiscal calendar year in which the Closing Date fallsyour termination occurs, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls)calculated as if all targets were met, payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be paid in a separate payment for purposes of Section 409A of the Codelump sum no later than sixty (60) days following your termination;
(iv) Continuation You will be paid a pro-rata portion of participation your Annual Bonus that you would have been entitled to receive for the calendar year in which your termination occurs, based on the number of days you were employed by the Parent Group during such year and calculated as if all targets were met, to be paid in a lump sum no later than sixty (60) days following your termination;
(v) The Company will pay COBRA premiums to continue your coverage pursuant to COBRA and the applicable insurance policies up and until the earlier of (i) twelve (12) months from the date of termination, or (ii) the date upon which you cease to be eligible for COBRA continuation coverage under applicable law and the Company’s terms of the applicable policies. You agree to notify the Company in the event that you obtain coverage with another employer group health and other insurance plans during the Severance Termplan that does not contain any exclusions or limitations with respect to any pre-existing condition, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent you become entitled to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the CompanyMedicare benefits; and
(vvi) VestingIn the event that the Company terminates your employment without Cause in accordance with the provisions of Section 3(a)(iv), then for so long as you shall remain in full compliance with the obligations set forth in Sections 7, 8, 9 and 10 below, and conditioned on such continued compliance, all Restricted Shares previously granted to you which have not vested as of the date of such your termination, in the number of equity-based awards, if any, which would otherwise have vested during shall continue to vest on the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as applicable dates set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementthe applicable award agreements granting such Restricted Shares.
Appears in 2 contracts
Sources: Employment Agreement (Axis Capital Holdings LTD), Employment Agreement (Axis Capital Holdings LTD)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The the Accrued Obligations;; and
(ii) Any any unpaid Annual Bonus STI Award in respect to of any completed fiscal year which that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) the target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination, which amount to shall be paid at the same such time it would otherwise be STI Awards are paid to Employee had no such termination occurredother senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;; and
(iv) Continuation except as may be provided under an award agreement, immediate vesting of participation under the Company’s health any and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent all Common Shares previously awarded to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Companyirrespective of type of award; and
(v) Vesting, as continuation of the date payment of such termination, in the number of equity-based awards, if any, which would otherwise have vested Base Salary during the Severance Term Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (without regard 60) days following the termination date, which first payment shall include payments relating to any subsequent vesting events). Notwithstanding such initial sixty (60) day period; and
(vi) continuation, during the foregoingSeverance Term, of the payments and health benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations provided to Employee with respect theretoand his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee breaches becomes eligible to receive any provision health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 9 hereof105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W−2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(vi), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Triangle Petroleum Corp), Employment Agreement (Triangle Petroleum Corp)
Termination by the Company Without Cause. The Company may shall have the right to terminate Employee’s Executive's employment at any time hereunder "without Cause, effective upon Employee’s receipt of cause" by giving Executive written notice to that effect. Any such termination of employment shall be effective on the date specified in such terminationnotice. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount the Company shall (i) pay Executive his unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the effective date of the termination for which Executive is entitled to be paid reimbursed under Section 5 of this Agreement; (ii) pay Executive an amount per month equal to one-twelfth of his then adjusted Base Salary for the period commencing on the date following the date of termination and ending on the date which is six (6) months following the effective date of termination; (iii) pay Executive an amount equal to a pro-rata portion of the Annual Bonus that would otherwise have been payable to Executive for the Fiscal Year in which the termination occurs, determined in the same manner and payable at the same time it as such Annual Bonus would otherwise have been payable had Executive's employment not terminated, with such pro-ration to be paid determined based on the number of months (and any fraction thereof) Executive is employed during the Fiscal Year in which termination occurs, relative to Employee had no such termination occurred12 months; and (iv) to the extent then unvested, but in no event later than the last day cause to become vested a pro-rata portion of the Company’s fiscal year in which such termination occurs;
(iii) An amount awards granted to the Executive, equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A quotient of the Code;
(iv) Continuation number of participation under full months that have transpired between the Company’s health Effective Date and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awardsdivided by 36, if anyprovided, which would otherwise have vested during the Severance Term (however, that without regard to limiting any subsequent vesting events). Notwithstanding the foregoingother remedy available hereunder, the payments and benefits all obligations described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee 8.1 shall have no further rights to any compensation immediately terminate upon a judge's determination that Executive has breached the provisions of Section 6 or any other benefits under this Agreement7 hereof.
Appears in 2 contracts
Sources: Employment Agreement (Igi Laboratories, Inc), Employment Agreement (Igi Laboratories, Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s 's employment is terminated prior to the expiration of the Term by the Company without Cause (other than due pursuant to death or Disability)Section 4(d) hereof, the Company shall pay the following amounts to Employee shall be entitled toas soon as practicable following the date of termination:
(i) The Accrued Obligationsany accrued but unpaid Base Salary (as determined pursuant to Section 3 hereof) for services rendered to the date of termination;
(ii) Any any accrued but unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occursbonus;
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed accrued but unpaid expenses required to be a separate payment for purposes of reimbursed pursuant to Section 409A of the Code3(d) hereof;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent any vacation accrued to the position in which the Employee would have been had such alternative arrangements not been used by the Companydate of termination; and
(v) Vesting, as an amount equal to the greater of (x) the amount of the Base Salary that would have been payable by the Company to Employee from the date of such terminationtermination through the end of the Term and (y) $500,000; provided that, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding notwithstanding the foregoing, if the payments and benefits described in subsections (iiCompany determines that Employee is a "specified employee" within the meaning of Section 409A(a)(2)(B)(i) through (iv) above shall immediately ceaseof the Internal Revenue Code of 1986, as amended, and accompanying administrative guidance, (A) the Company payment pursuant to this Section 5(b)(v) shall have no further obligations to Employee with respect thereto, not be made for a six-month period following the date of termination and (B) such sum shall be paid in a lump sum payment as soon as practicable after the event date that Employee breaches any provision of Section 9 hereof. Following such is six months after the termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), employment; provided further that Employee shall have no the option, in his sole discretion, to receive 50,000 shares of the common stock, par value $0.01 per share, of MM Companies, Inc. in lieu of the payment pursuant to this Section 5(b)(v); provided further rights to any compensation that, if, at the time of such termination or any other benefits time thereafter, Employee is found to be in material breach of any covenant contained in Section 6 hereof, the amount of the damages and costs resulting from such breach shall be deducted from the amount of the payment Employee would otherwise be entitled to receive under this AgreementSection 5(b)(v).
Appears in 2 contracts
Sources: Employment Agreement (George Foreman Enterprises Inc), Employment Agreement (George Foreman Enterprises Inc)
Termination by the Company Without Cause. The Company may shall have the right to terminate EmployeeExecutive’s employment at any time hereunder “without Cause, effective upon Employee’s receipt of cause” by giving Executive written notice to that effect. Any such termination of employment shall be effective on the date specified in such terminationnotice. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount the Company shall (i) pay Executive his unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the effective date of the termination for which Executive is entitled to be paid reimbursed under Section 5 of this Agreement; (ii) pay Executive an amount per month equal to one-twelfth of his then adjusted Base Salary for the period commencing on the date following the date of termination and ending on the date which is six (6) months following the effective date of termination; (iii) pay Executive an amount equal to a pro-rata portion of the Annual Bonus that would otherwise have been payable to Executive for the Fiscal Year in which the termination occurs, determined in the same manner and payable at the same time it as such Annual Bonus would otherwise have been payable had Executive’s employment not terminated, with such pro-rata portion to be paid determined based on the number of months (and any fraction thereof) Executive is employed during the Fiscal Year in which termination occurs, relative to Employee had no such termination occurred12 months; and (iv) to the extent then unvested, but in no event later than the last day cause to become vested a pro-rata portion of the Company’s fiscal year in which such termination occurs;
(iii) An amount awards granted to the Executive, equal to the sum quotient of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awardsfull months that have transpired between the Effective Date and date of termination, if anydivided by 36, which would otherwise have vested during the Severance Term (provided, however, that without regard to limiting any subsequent vesting events). Notwithstanding the foregoingother remedy available hereunder, the payments and benefits all obligations described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee 8.1 shall have no further rights to any compensation immediately terminate upon a judge’s determination that Executive has breached the provisions of Section 6 or any other benefits under this Agreement7 hereof.
Appears in 2 contracts
Sources: Employment Agreement (Teligent, Inc.), Employment Agreement (Teligent, Inc.)
Termination by the Company Without Cause. The by Executive For Good Reason, or on account of a Non-Renewal Notice by the Company. If (i) the Company may terminate Employee’s terminates Executive's employment at any time during the Term without CauseCause at a time that Executive is otherwise willing and able to continue employment hereunder, effective upon Employee’s receipt (ii) Executive terminates Executive's employment during the Term for Good Reason, or (iii) Executive's employment terminates at the expiration of written notice the Term pursuant to a Non-Renewal Notice by the Company, and, in each such case, no event constituting Cause has occurred as of such termination. In the event Employee’s employment is terminated by the Company without Cause time, then, subject to Section 9(d):
(other than due to death or Disability), Employee i) Executive shall be entitled to:
, within thirty (i30) The days following such termination, or as otherwise provided by law, the terms of the applicable Benefit Plan or herein, (A) payment of Executive's accrued and unpaid Base Salary accrued through the date of termination of Executive's employment, (B) payment of any accrued and unpaid Annual Bonus for the calendar year ending immediately prior to calendar year of termination of Executive's employment, payable at such time as set forth in Section 5, above, (C) reimbursement of expenses under Section 7, (D) any accrued but unused paid time off to the extent required by any Company policy, (E) all other accrued amounts or accrued benefits due to Executive in accordance with the Company's Benefit Plans (other than any severance plan or program), and (F) any benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of the Employee Retirement Income Security Act of 1974, as amended (collectively, the "Accrued Obligations;"); and
(ii) Any unpaid provided Executive (or Executive's family or legal representatives) timely elects to continue coverage for Executive and Executive's eligible dependents under the Company's group health plans under Section 4980B of the Internal Revenue Code of 1986, as amended (the "Code") and Section 601 et. Seq. of the Employee Retirement Income Security Act of 1974, as amended (collectively, "COBRA"), the Company shall pay to Executive on the first regularly scheduled payroll date of each calendar month following Executive's termination of employment an amount that is equal to the full premium amount on an after-tax basis for coverage under the Company's group health plans at the coverage levels in effect for Executive and any dependents immediately prior to the Executive's termination of employment for the Severance Period or such shorter period as Executive remains eligible to continue such coverage pursuant to COBRA. Amounts paid by the Company on behalf of Executive pursuant to this Section 9(a)(ii), to the extent not otherwise taxable, shall be imputed to Executive as additional taxable income to the minimum extent as may be required to avoid adverse consequences to Executive or the Company under either Section 105(h) of the Internal Revenue Code of 1986, as amended (the "Code") or the Patient Protection and Affordable Care Act of 2010, as amended; provided that, if such imputation does not prevent the imposition of an excise tax under, or the violation of, the Patient Protection and Affordable Care Act (as amended by the Health Care and Education Reconciliation Act of 2010 and as amended from time to time), including, without limitation, Section 4980D of the Code, the parties agree, consistent with the requirements for compliance with or exemption from Section 409A (as defined below), to restructure such payments in a manner that avoids such adverse consequences; and
(iii) solely if and to the extent that (A) the date of termination of Executive's employment occurs on or following the first day of October during such calendar year and (B) similar annual bonus awards are made to similarly situated employees of the Company as Executive with respect to such calendar year, then Executive shall be entitled to receive a bonus for the calendar year in which the date of termination occurs in an amount equal to the Annual Bonus for such year as determined by the Board in respect good faith in accordance with the criteria established under and at such time as set forth in Section 5 and taking into account the annual bonus award so made to any completed fiscal year such similarly situated employees, which has ended amount shall be prorated through and including the date of termination; and
(iv) Executive shall be entitled to receive an amount equal to one (1) times Executive's Base Salary as in effect immediately prior to the date of termination of Executive's employment (excluding any reduction in Base Salary that constituted Good Reason leading to such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over for a period of twelve (12) months following the date of termination of Executive's employment (the "Severance TermPeriod"), it being agreed payable in accordance with the Company's regular payroll practices as in effect from time to time; provided, that each installment of Base Salary and Annual Bonus payable hereunder or under the first payment pursuant to this Section 8(e9(a)(iv) shall be deemed to be a separate payment for purposes of Section 409A of made on the Code;
next regularly scheduled payroll date following the sixtieth (iv60th) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of day after the date of such termination, in the number termination of equity-based awards, if any, which Executive's employment and shall include payment of any amounts that would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect be due prior thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Alpine Summit Energy Partners, Inc.), Employment Agreement (Alpine Summit Energy Partners, Inc.)
Termination by the Company Without Cause. The Company may terminate Employee’s 's employment at any time without Cause, effective upon Employee’s 's receipt of written notice of such termination. In the event Employee’s 's employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to 75% (or if such termination occurs within one year following a Change in Control, 150%) of the sum of his Employee's then current Base Salary and Annual Bonus (determined using any established the greater of (A) the target Annual Bonus if such termination occurs during for the fiscal year in which such termination occurs, or (B) the Closing Date falls, and using the highest actual Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date fallssuch termination occurs), payable such amount to be paid in substantially equal monthly installments over the Severance Term, it being agreed that each installment in accordance with the company's then-regular payroll practices;
(iv) Upon the expiration of the Restricted Period, and subject to Employee's compliance during such period with the terms and conditions of this Agreement, a lump sum amount equal to 25% (or if such termination occurs within one year following a Change in Control, 50%) of the sum of Employee's then current Base Salary and Annual Bonus payable hereunder (determined using the greater of (A) the target Annual Bonus for the fiscal year in which such termination occurs, or under Section 8(e(B) shall be deemed to be a separate payment the actual Annual Bonus for purposes of Section 409A of the Codefiscal year in which such termination occurs);
(ivv) A pro rata Annual Bonus (determined using the target Annual Bonus for the fiscal year in which such termination occurs) based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination, such amount to be paid within five (5) business days of such termination;
(vi) Continuation of participation the health benefits provided to Employee and his covered dependants under the Company’s Company health and other insurance plans during as of the date of such termination at the same cost applicable to active employees until the earlier of: (A) the expiration of the Severance Term, or if such continued participation in is not permissible, provide (B) the date Employee commences employment with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Companyany Person; and
(vvii) Vesting, as of the date of such termination, in of all Awards, other than Awards under the number of equity-based awards, if anyCompany's 2004 Stock Option Incentive Plan (as the same may have been amended or supplemented) (the "2004 Plan"), which would otherwise have vested during shall be governed by the Severance Term (without regard to terms of the 2004 Plan and any subsequent vesting events)related grant agreement. Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (ivv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 8 hereof. Following such termination of Employee’s 's employment by the Company without Cause, except as set forth in this Section 8(d7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Renaissancere Holdings LTD), Employment Agreement (Renaissancere Holdings LTD)
Termination by the Company Without Cause. The Board may in its sole discretion cause the Company may to terminate Employeethe Executive’s employment at any time during the Term without Cause (as defined below) and upon thirty (30) days’ prior written notice to the Executive, with the Company’s only obligations being the payment of the Accrued Compensation and, subject to the conditions described in this paragraph Section 7(d), the severance compensation specified in this Section 7(d). If (i) the Company terminates the Executive’s employment during the Term without Cause, effective or if the Executive terminates his employment for Good Reason, as provided in Section 7(c) above, (ii) the Executive executes a general release in the form attached as Exhibit A hereto (and the Executive does not subsequently revoke such release) and (iii) the Executive continues to comply in all material respects with his obligations under Section 8 of this Agreement, then the Company shall (conditioned upon Employeesuch timely execution, delivery and non-revocation of the foregoing release) pay the Executive (x) severance compensation (the “Severance Compensation”) equal to the Annual Base Salary otherwise due to the Executive for a period equal to the longer of: (A) the remaining period of the Initial Period or any Renewal Period (as applicable) then in effect; or (B) three (3) months,2 which Severance Compensation, if any, shall be paid commencing with the first regular payroll date following fifty-two (52) days after the Executive’s receipt last day of written notice of such termination. In employment and otherwise paid at the event Employee’s employment is terminated same times as payments would have been made if the Executive had remained employed by the Company without Cause (other than due to death or Disability)through such applicable severance period; provided, Employee however, that the first such payment shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended include all payments the Executive would have received prior to the date expiration of such terminationstatutory revocation period had there been no termination of employment, and (y) a lump sum cash payment equal to six (6) times the “applicable percentage” of the monthly COBRA premium cost applicable to the Executive if the Executive (or his dependents) were to elect COBRA coverage in connection with such termination (the “COBRA Payment”), with such amount to be paid at on the same time it would otherwise be paid to Employee had no such termination occurred, but date that Severance Compensation payments commence. The payments in no event later than the last day of the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under this Section 8(e7(d) shall be deemed subject to be a separate payment for purposes the provisions of Section 409A of the Code;
(iv7(g) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementbelow.
Appears in 2 contracts
Sources: Employment Agreement (Enviro Technologies U.S., Inc.), Employment Agreement (Ecoark Holdings, Inc.)
Termination by the Company Without Cause. The If the Company may terminate terminates the Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled toto receive, as Employee’s exclusive right and remedy in respect of such termination, the payment of:
(i) The all Accrued Obligations;; plus
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurredthe Company pays its employees bonuses in accordance with its general payroll policies, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;Pro Rata Bonus, if any; plus
(iii) An amount severance pay equal to twelve (12) months of the sum Employee’s base salary as of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), of Termination payable in substantially equal monthly installments over accordance with the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;Company’s regular pay schedule; plus
(iv) Continuation twelve (12) months of participation under the Company’s continued health and other insurance welfare benefit plan coverage following the Date of Termination at active employee levels, if and to the extent the Employee was participating in any such plans during on the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value Date of such Termination and timely elects continuation coverage, in a manner provided that places the Employee in a net economic position that is at least equivalent to remits monthly premiums for the position in which the Employee would have been had such alternative arrangements not been used by the Companyfull cost of any health benefits; andplus
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested a cash payment each month during the Severance Term twelve (without regard 12) month period following the Date of Termination equal to any subsequent vesting events). Notwithstanding the foregoing, full monthly premium for the payments medical and health benefits described in subsections (ii) through clause (iv) above shall immediately cease, and minus the active employee cost of such coverage; provided that in lieu of such payments the Company shall have no further obligations may impute taxable income to the Employee in an amount such that the net amount of taxable income realized in any year, after all applicable withholding, is equal to the amount of such payments that would otherwise be required for such year; plus
(vi) with respect theretoto non-vested equity and non-equity awards, in the event that Employee breaches any provision applicable plans and award agreements will govern vesting, exercise periods and payments due under such applicable plans and award agreements; plus
(vii) three (3) months of Section 9 hereof. Following such termination of Employee’s employment executive-level career transition assistance services by a firm selected by the Company without Cause, except as set forth in this Section 8(d), (including an aggregate cost) with such assistance being commenced by the Employee shall have no further rights to any compensation or any other benefits under this Agreementlater than sixty (60) days following the Employee’s Date of Termination.
Appears in 2 contracts
Sources: Separation Agreement, Separation Agreement (Campbell Alliance Group Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment may, at any time and without prior written notice, terminate the Executive without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employeethat the Executive’s employment with the Company is terminated by without Cause, the Company without Cause (other than due to death or Disability)Executive shall receive the Accrued Benefits. In addition, Employee the Executive shall be entitled to:
to receive from the Company the following: (i) The Accrued Obligations;
severance payments totaling Three Million Dollars ($3,000,000), less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the twenty-four (24) months following the Date of Termination (the “Post-Termination Period”), (ii) Any any earned and unpaid Annual Bonus in respect to any completed fiscal for the year which has ended prior to the date year of such termination, such amount termination to be paid at in the same time it and the same form as the Annual Bonus otherwise would otherwise be paid to Employee had no such termination occurred, (but in no event later than 75 days after the last day end of the Company’s fiscal year in to which such termination occurs;
bonus relates), (iii) An a pro-rata amount equal to of the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during that the fiscal Executive would have been eligible to receive had he remained employed by the Company for the remainder of the year in which the Closing Date fallsExecutive’s termination occurs (determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and using the highest denominator of which is 365), such pro-rata amount to be paid in the same time and the same form as the Annual Bonus otherwise would be paid or payable for the two immediately prior fiscal years for terminations (but in no event later than 75 days after the end of the Company’s fiscal year in to which the Closing Date fallssuch bonus relates), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation subject to the Executive’s timely election under COBRA, continuation of participation under health insurance benefits for twenty four (24) months following the Date of Termination, which benefits shall be paid for by the Company to the same extent that the Company paid for health insurance for the Executive prior to termination, (v) the Executive’s Performance-Based Shares, Selling Restricted Shares with selling restrictions that lapse based upon stock price performance and the IPO Performance-Based Options shall remain outstanding, and continue to vest or have the selling restrictions lapse subject to satisfaction of their terms, for a period of twenty four (24) months following the Date of Termination (after which time such Performance-Based Shares, to the extent unvested, shall expire and be cancelled for no consideration and such Selling Restricted Shares and IPO Performance-Based Options shall be subject to repurchase in accordance with the terms thereof) and (vi) vesting of and the lapsing of the selling restrictions applicable to Executive’s Selling Restricted Shares that lapse solely based upon continued employment shall accelerate as to the number of Selling Restricted Shares with respect to which the selling restrictions would have lapsed through the Date of Termination and for an additional thirty six (36) month period following the Date of Termination and any Selling Restricted Shares with respect to which time-based selling restrictions have not lapsed shall be subject to repurchase in accordance with the terms thereof; provided, however, that the Company’s health and other insurance plans during repurchase rights with respect to such unvested Selling Restricted Shares shall not be exercisable until the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as third anniversary of the date Date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events)Termination. Notwithstanding the foregoing, the Executive’s entitlement to the severance payments in this Section 5(c) is conditioned on (y) the Executive’s executing and benefits described delivering to the Company of a release of claims against the Company, in subsections (ii) through (iv) above shall immediately ceasea form attached hereto as Exhibit A, and on such release becoming effective within sixty (60) days following the Date of Termination (the “Release Deadline”), and (z) the Executive’s compliance with the restrictive covenants set forth in Sections 6 and 8(a), (b), (d) and (e) and the Proprietary Information Agreements (as defined below), provided, however, that the Executive shall be given notice of any alleged breach and an opportunity to cure within thirty (30) days of the Executive’s receipt of such notice (without regard to timing requirements related to compliance of such covenants). If Executive’s Date of Termination occurs at a time during the calendar year where the Release Deadline could occur in the calendar year following the calendar year in which such Date of Termination occurs, then any severance payments or benefits under this Agreement that would be considered “deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 409A”) will be paid on the first payroll date to occur during the calendar year following the calendar year in which such Date of Termination occurs, or such later time as required by the date the Release becomes effective, or Section 23 below; provided that the first payment shall include all amounts that would have been paid to the Executive if payment had commenced on the Date of Termination. The Executive agrees that the Company shall have no further obligations a right of offset against all severance payments for amounts owed to Employee with respect theretothe Company by the Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 5(c) or in another section of this Agreement, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment or except as required by law, all benefits provided by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits the Executive under this AgreementAgreement or otherwise shall cease as of the Date of Termination.
Appears in 2 contracts
Sources: Employment Agreement (Restoration Hardware Holdings Inc), Employment Agreement (Restoration Hardware Holdings Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without CauseDuring the Term, effective upon Employee’s receipt of written notice of such termination. In if the event EmployeeExecutive’s employment is terminated by the Company without Cause (other than due to death or Disabilityas provided in Section 3(d), Employee then (x) the Company shall be entitled topay the Executive his Accrued Benefit and (y) subject to the Executive signing a separation agreement and release of claims substantially in the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination:
(i) The Accrued Obligations;the Company shall pay the Executive an amount equal to (x) twelve (12) months of the Executive’s Base Salary plus (y) an amount equal to the Executive’s target incentive compensation for the quarter (in the case of incentive compensation paid on a quarterly basis) or year (in the case of incentive compensation paid on an annual basis) in which the Date of Termination occurs (prorated based upon the number of days of employment during such quarter or year, as applicable, relative to the number of calendar days in such quarter or year, as applicable); and
(ii) Any unpaid Annual Bonus except to the extent any Existing Equity Award or any stock option or other stock-based award that was granted or purchased on or after the Effective Date contains more favorable terms, in respect which case such terms shall apply to any such award(s), all stock options and other stock-based awards held by the Executive will be accelerated as if the Executive had completed fiscal year which has ended an additional twelve (12) months of service with the Company; and
(iii) if the Executive was participating in the Company’s group health plan immediately prior to the date Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for twelve (12) months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive (and, if applicable, the Executive’s qualified and participating dependents) if the Executive had remained employed by the Company. To the extent the Executive and the Company mutually agree to enter into a non- competition agreement, the number of months set forth in Sections 4(b)(i), (ii) and (iii) will be increased by the number of months equal to the length of such terminationnon-competition period. The amounts payable under this Section 4(b) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over twelve (12) months (or such longer period set forth in the immediately preceding sentence) commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such amount payments shall begin to be paid at in the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than second calendar year by the last day of such 60-day period; provided, further, that the Company’s fiscal year in which such termination occurs;
(iii) An amount equal initial payment shall include a catch-up payment to cover amounts retroactive to the sum day immediately following the Date of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed Termination. Each payment pursuant to be this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events1.409A-2(b)(2). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Hortonworks, Inc.), Employment Agreement (Hortonworks, Inc.)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that he fully executes an effective Release of Claims as described in Section 7(g), Employee shall be entitled toeligible for:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;The Severance Benefits; and
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A Acceleration of the Code;
(iv) Continuation vesting of participation under the Company100% of Employee’s health then outstanding unvested equity awards, such that all unvested equity awards vest and other insurance plans during the Severance Term, become fully exercisable or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, non-forfeitable as of the date Date of Termination; provided that such terminationtermination without Cause and the Date of Termination occurs within eighteen (18) months after a Sale Event (the “Accelerated Equity Benefit”), in which case Employee shall have ninety (90) days from the number Date of equity-based Termination to exercise the vested equity awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above Severance Benefits shall immediately ceaseterminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereofthe Confidentiality Agreement or the Release of Claims. Any such termination of payment or benefits shall have no effect on the Release of Claims or any of Employee’s post-employment obligations to the Company. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits (and, in the case of such a termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to his execution of the Release of Claims, and the Accrued Obligations. In addition, the Severance Benefit set forth in Section l(l)(i) shall be reduced dollar for dollar by any compensation Employee receives from another employer during the Severance Term. Employee agrees to give prompt notice of any employment during the Severance term and promptly shall respond to any reasonable inquiries concerning her professional activities. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company and/or hereby authorizes deductions from future Severance Benefit amounts. The foregoing shall not create any obligation on the Employee’s part to seek re-employment after the Date of Termination.
Appears in 2 contracts
Sources: Employment Agreement (Aegerion Pharmaceuticals, Inc.), Employment Agreement (Aegerion Pharmaceuticals, Inc.)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, , effective upon Employee’s receipt of written notice of such terminationtermination and subject to compliance with the requirements of the ECL. In the event that Employee’s employment is terminated by the Company without Cause Cause, and (other than due except with respect to death or Disabilitypayment of the Accrued Obligations) subject to the Employee’s execution of the Release of Claims (as described in Section 7(f) below), Employee shall be entitled toto the additional benefits below:
(i) The Accrued ObligationsPayment of the Employee’s monthly Base Salary for each month during the Severance Term, which shall be paid in accordance with the Company’s regular payroll practices;
(ii) Any unpaid Annual Bonus in With respect to the vesting of the shares subject to the Initial Option Grant and Initial RSU Award only (and not any completed fiscal year which has ended prior subsequent option grant or subsequent restricted share unit or other equity awards), Employee’s employment shall be deemed to have terminated 18 months after the date of such terminationtermination of his or her employment, such amount to be paid at and the same period of time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which Employee may exercise such termination occurs;
(iii) An amount equal vested option shares underlying shall be increased to 12 months following the sum date of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus termination; provided, however, that if such termination without Cause occurs during the fiscal year 12 month period immediately following a Change in which the Closing Date fallsControl, then all unvested shares subject to Employee’s Initial Option Grant and using the highest Annual Bonus paid Initial RSU Award (and all shares subject to any subsequent option grants or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder subsequent restricted share unit or under Section 8(eequity awards) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health fully vested and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, exercisable as of the date of such termination, and the period of time in which Employee may exercise such vested option shares shall be increased to 12 months following the date of termination; and
(iii) If and to the extent that the Employee is able to continue his or her participation in the number Company’s group health and/or dental insurance from and after the date of equity-based awardstermination in accordance with the terms of the benefits plans or applicable law and Employee so elects to continue such coverage, if anyan amount equal to the monthly premium payment that the Company was contributing to such coverage on Employee’s behalf as of the date of termination, which would otherwise have vested for each month during the Severance Term; provided, that the payments pursuant to this clause (iii) shall cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to receive any comparable health and dental benefits with a subsequent employer, including through a spouse’s employer, during the Severance Term. Any payments under this clause (without regard to any subsequent vesting events)iii) shall be made at the same time that payments under clause (i) are made. Notwithstanding the foregoing, the payments and benefits described in subsections clauses (i), (ii) through ), and (iviii) above (collectively, the “Severance Benefits”) shall include all statutory severance that the Employee may be entitled to under PRC law, and shall immediately ceaseterminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereofthe Confidentiality Agreement or the Release Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d)Agreement, Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits and the Accrued Obligations.
Appears in 2 contracts
Sources: Executive Employment Agreement, Executive Employment Agreement (BeiGene, Ltd.)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s 's employment is terminated by the Company without Cause (pursuant to Section 5(e) for reasons other than due death, Total Disability or Cause, the Company shall pay the following amounts to death or Disability), Employee shall be entitled toEmployee:
(i) The Accrued Obligations;Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination.
(ii) Any unpaid Annual Bonus benefits to which Employee may be entitled pursuant to the plans, policies and arrangements referred to in respect Section 4(c) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.
(iii) The Base Salary (at the rate in effect as of the date of Employee's termination) which would have been payable to Employee if Employee had continued in active employment until the later of: (A) the period ending on the last day of the Initial Term; or (B) the end of the 12-month period beginning on the date of Employee's termination. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Employee had remained in active employment until the end of such period. The Employee shall also be eligible for a bonus or incentive compensation payment, to the extent bonuses are paid to similarly situated employees, pro-rated for the year in which the Employee is terminated, and paid at the same time as similarly situated employees are paid.
(iv) The Company, completely at its expense, will continue for Employee and Employee's spouse and dependents, group health plans, programs or arrangements, in which Employee was entitled to participate at any completed fiscal year which has ended time during the twelve-month period prior to the date of such termination, such amount to be paid at until the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the earlier of : (A) last day of the Company’s fiscal year period during which Employee receives payment in which such termination occurs;
accordance with clause (iii) An amount equal above; (B) Employee's death (provided that benefits payable to Employee's beneficiaries shall not terminate upon Employee's death); or (C) with respect to any particular plan, program or arrangement, the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be date Employee becomes covered by a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in comparable benefit provided by a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; andsubsequent employer.
(v) Vesting, as As of the date of such Employee's termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall be fully vested in all stock option awards. Employee shall have no further rights one (1) year from the date of termination to any compensation or any other benefits under this Agreementexercise all such options.
Appears in 2 contracts
Sources: Employment Agreement (Usa Waste Services Inc), Employment Agreement (Usa Waste Services Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment that the Term of Employment is terminated by the Company without Cause (other than due to death or Disability)Cause, Employee shall be entitled to:
to receive: (ia) The Accrued Obligations;
any Base Salary and Benefits earned and accrued but unpaid through the date of termination; (iib) Any unpaid a lump sum cash payment (or six monthly payments based on the Company's financial status as determined by the Board), net of any applicable withholding taxes, in an amount equal to six months salary at the highest base salary in effect during the twelve months prior to termination plus the Annual Bonus in respect paid to any completed Employee for the last fiscal year which has ended prior to termination prorated to the date of such termination, such amount ; (c) continuation of Benefits to be paid at the same time it would otherwise be paid extent allowed under the Company's plans for one (1) year from the date of termination; and (d) notwithstanding any provision to Employee had no such termination occurred, but the contrary in no event later than the last day any plan or agreement relating to stock options for shares of the Company’s fiscal year in which , immediate vesting of all of Employee's non-vested options for shares of the Company's capital stock ("Accelerated Option Vesting") (collectively, the "Severance Payments"). In the event the Company cannot, pursuant to any of its benefits plans, pay any Benefits under such termination occurs;
(iii) An amount plan, Employee shall be entitled to a lump sum payment equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash after-tax value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events)Benefits. Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company The parties shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits obligation under this Agreement. Employee acknowledges and agrees that payment of Severance Payments pursuant to this Agreement shall be conditioned upon the Company's receipt of a release, in form satisfactory to the Company, of all claims that Employee may have against the Company, its directors, officers, employees and/or agents and the Employee's satisfaction of the requirements of Paragraph 8 below.
Appears in 2 contracts
Sources: Employment Agreement (Navidec Financial Services, Inc.), Employment Agreement (Navidec Financial Services, Inc.)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal year in which such termination occurred;
(iii) Annual Bonus for the fiscal year of termination, pro-rated for the period of service in the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time it the Annual Bonus would otherwise be have been paid to Employee had no such termination not occurred, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the Company’s fiscal year in which such termination occursoccurred;
(iiiiv) An amount equal to the sum Continuation of his then current payment of Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls)Severance Term, payable in substantially equal monthly installments over accordance with the Severance TermCompany’s regular payroll practices, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) VestingContinuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the number of equity-based awardsevent that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, if anyin any capacity, which would otherwise have vested any other business or entity during the Severance Term Term; provided, however, that to the extent that the applicable Company health plan is self-insured and Employee qualifies as a “highly compensated individual” (without regard within the meaning of Section 105(h) of the Code), such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to any subsequent vesting events)be paid by Employee pursuant to clause (A) above. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in subsections clauses (ii) through ), (iii), (iv), and (v) above shall immediately ceaseterminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 4 hereof. Following Fallowing such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d3(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Sources: Non Interference and Severance Agreement, Non Interference and Severance Agreement (United Maritime Group, LLC)
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time during the Term of Employment without Cause, effective upon EmployeeExecutive’s receipt of written notice of such terminationtermination or such other date as is specified in such notice. In the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Disability)) during the Term of Employment, Employee Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Two (2) times Executive’s Base Salary, payable in substantially equal installments in accordance with the Company’s regular payroll practices during the Severance Term;
(iii) Any prior year’s earned but unpaid Annual Bonus in respect to (with any completed fiscal year which has ended prior to requirement for employment on the date of payment waived) (a “Prior Year Bonus”);
(iv) An amount equal to the product of (x) the Annual Bonus Executive would have earned for the year of termination if Executive had remained employed, as determined by the Board or Compensation Committee in a manner materially consistent (except with respect to the requirement of continued employment) as is used generally to determine the annual bonuses of actively employed senior executive employees of the Company for such terminationyear, multiplied by (y) a fraction, the numerator of which is the number of days during such fiscal year to which such Annual Bonus relates and that Executive was employed by the Company and the denominator of which is 365, which amount to will be paid at the same time it would otherwise be as annual bonuses for such year are paid to Employee had no such termination occurredactively employed senior executives of the Company generally, but in no event later than the last day December 31 of the Company’s fiscal year in which such following the year of termination occurs;
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls“Prorated Bonus”), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) VestingTo the extent permissible under the Company’s group health plan, as of the date of such terminationcontinuation, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent vesting eventsemployment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(d)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(d) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after such determination by the Company. Notwithstanding the foregoing, the payments and benefits described in subsections clauses (ii) through – (ivv) above shall immediately ceaseterminate, and the Company shall have no further obligations to Employee Executive with respect thereto, in the event that Employee Executive breaches any provision of Section 9 hereofthe Non-Interference Agreement and does not cure such breach within thirty (30) days after receipt of written notice thereof from the Company. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Compensation for any time that, but for Executive’s termination by the Company without Cause, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.
Appears in 2 contracts
Sources: Employment Agreement (Custom Truck One Source, Inc.), Employment Agreement (Custom Truck One Source, Inc.)
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time without Cause, effective upon EmployeeExecutive’s receipt of written notice of such termination. In the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Continued participation in the Company’s group benefit plans in which Executive participated immediately prior to termination, where required to do so under the ESA, and for only such minimum time as required under the ESA;
(iii) Continued participation in the Company’s health and dental plans for the combined period during which Executive is in receipt of the ESA Payment and the Severance Payment, subject to the plan administrator’s approval;
(iv) Only such minimum working notice of termination or pay in lieu thereof and, upon conclusion of the notice of termination or pay in lieu period, only such minimum severance pay as may be required by the ESA (the “ESA Payment”);
(v) An additional payment (the “Severance Payment”) which, when combined with the ESA Payment, shall be the equivalent of 12 months of Executive’s Base Salary. In no case shall the combined amount of the ESA Payment and the Severance Payment exceed 12 months of Executive’s Base Salary;
(vi) Any unpaid Annual Bonus in respect to of any completed fiscal year which that has ended prior to on or before the date of such terminationTermination Date, such which amount to shall be paid at the same such time it would otherwise be annual bonuses are paid to Employee had no such termination occurredother senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the Company’s fiscal year in which such termination occursoccurred;
(iiivii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established The target Annual Bonus if Executive would have received for the calendar year in which such termination occurs had Executive remained employed by the Company Group during the entire year, prorated to reflect the number of days Executive was employed during the calendar year, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (2½) months following the last day of the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Codesuch termination occurred;
(ivviii) Continuation The target Annual Bonus for the year of participation under termination, payable during the Severance Term in accordance with the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Companyregular payroll practices; and
(vix) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested Continued vesting during the Severance Term of any time-based Awards granted under the Equity Plan that are outstanding and unvested as of the Termination Date. It is understood and agreed that any severance pay to which Executive may be entitled as part of the ESA Payment may be paid in installments (without regard i.e. through salary continuation) pursuant to any subsequent vesting events)section 66(1) of the ESA. The Severance Payment may likewise be paid out as a lump sum or in installments at the Company’s sole discretion. Notwithstanding the foregoing, the payments and benefits described in subsections clauses (iiiii), (v), (vi), (vii), (viii) through and (ivix) above shall immediately ceaseterminate, and the Company shall have no further obligations to Employee Executive with respect thereto, in the event that Employee Executive breaches any provision of Section 9 hereofthe Restrictive Covenant Agreement. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section Section 8(d), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the payments and benefits set forth in this Section 8(d).
Appears in 2 contracts
Sources: Employment Agreement (Rumble Inc.), Employment Agreement (Rumble Inc.)
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time during the Term of Employment without CauseCause (including by electing not to renew a Term of Employment pursuant to Section 2), effective upon EmployeeExecutive’s receipt of written notice of such termination. In the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Disability)) during the Term of Employment, Employee Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus The Severance, payable in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but ratable installments in no event later than the last day of accordance with the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments regular payroll practices over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder commencing with the first payroll date coincident with or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A following the effectiveness of the Code;
(iv) Continuation Release of participation under Claims, provided that the Company’s health and other insurance plans first such installment shall include any amounts that would have been paid on payroll dates during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent Term prior to the position in which effectiveness of the Employee would have been had such alternative arrangements not been used by the CompanyRelease of Claims; and
(viii) Vestingsubject to (A) Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (B) Executive’s continued copayment of premiums at the same level and cost to Executive as if Executive were an employee of the date Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) Executive’s continued compliance with the obligations in Section 8(h) hereof, continued participation in the Company’s group health plan (to the extent permitted under applicable law and the terms of such termination, in plan) which covers Executive (and Executive’s eligible dependents) for the number duration of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding at the foregoingCompany’s expense, the payments provided that Executive is eligible and benefits described in subsections (ii) through (iv) above shall immediately ceaseremains eligible for COBRA coverage; provided, and further, that the Company shall have no further obligations may modify the continuation coverage contemplated by this Section 8(d)(iii) to Employee the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with respect theretothe nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable); and provided, further, that in the event that Employee breaches any provision Executive obtains other employment that offers group health benefits, such continuation of coverage by the Company under this Section 9 hereof8(d)(iii) shall immediately cease. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, unless otherwise mutually agreed to by the parties at the time of Executive’s termination, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.
Appears in 2 contracts
Sources: Employment Agreement (Vine Energy Inc.), Employment Agreement (Vine Energy Inc.)
Termination by the Company Without Cause. The Company may terminate Employee’s employment may, at any time and without prior written notice, terminate Executive’s employment without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employeethat the Company terminates Executive’s employment is terminated by without Cause, Executive shall receive the Accrued Benefits. In addition, Executive shall be eligible to receive from the Company without Cause the severance protection benefits (other than due to death or Disability)collectively, Employee shall be entitled tothe “Protection Benefits”) as follows:
(i) The Accrued Obligations;Severance protection pay in an amount equal to twelve (12) months of Executive’s Base Salary, less standard withholdings for tax and social security purposes, paid according to the Company’s regular payroll schedule over the Compensation Protection Period. sf-3879486
(ii) Any unpaid Annual Bonus in respect to any completed fiscal annual bonus for the year which has ended prior to the year of termination of employment to be paid at the same time and in the same form as the annual bonus otherwise would have been paid to such Executive had he or she remained employed by the Company through the date on which annual bonuses for such year are otherwise paid to officers (such amount to be paid in no event later than 75 days after the end of the Company’s fiscal year to which such bonus relates) with the amount of such bonus payment to be based on the terms and conditions of the annual bonus program (including any determination by the Company in accordance with such annual bonus program as to whether or not any performance objectives have been achieved) but without requiring that Executive shall continue to be employed on the date of payment of such terminationannual bonuses and any performance component of such bonus metrics that is based solely on the individual performance of the Executive shall be set at the midpoint of the performance range for such Executive.
(iii) In circumstances where annual bonuses have already been paid to officers for the year prior to the year of termination of Executive’s employment (or no such bonuses were earned and paid for such prior year) and therefore Executive is not entitled to any further annual bonus payment in respect of Section 1(c)(ii) above, then Executive shall be entitled to receive a pro-rata amount of the annual bonus for the year in which Executive’s employment terminated based upon the amount of such annual bonus payment that the Executive would have been eligible to receive had he or she remained employed by the Company for the remainder of the year in which the Executive’s termination occurs and through the date on which such annual bonus payment would have been paid to Executive (a) with the amount of such bonus payment to be based on the terms and conditions of the annual bonus program (including any determination by the Company in accordance with such annual bonus program as to whether or not any performance objectives have been achieved) but without requiring that Executive shall continue to be employed on the date of payment of such annual bonuses and any performance component of such bonus metrics that is based solely on the individual performance of the Executive shall be set at the midpoint of the performance range for such Executive, (b) with such pro-rata amount to be determined by multiplying the amount the Executive would have received based upon the actual level of achievement of the applicable performance goals had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365, and (c) with such pro-rata amount to be paid at the same time it and in the same form as the annual bonus otherwise would otherwise be paid to Employee had no such termination occurred, (but in no event later than 75 days after the last day end of the Company’s fiscal year in to which such termination occurs;
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date fallsbonus relates), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;.
(iv) Continuation Subject to Executive’s timely election under COBRA, payment of participation under a portion of Executive’s COBRA premiums for twelve (12) months following the Company’s health and other insurance plans during Date of Termination (the Severance Term“Compensation Protection Period”) or, or if earlier, until such continued participation in is not permissibletime as Executive becomes eligible for similar coverage through another employer, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or which benefits shall be paid for by the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent Company to the position in which same extent that the Employee would have been had such alternative arrangements not been used by Company paid for health insurance for Executive prior to termination. Executive will thereafter be responsible for the Company; and
payment of COBRA premiums (vincluding, without limitation, all administrative expenses) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to for any subsequent vesting events)remaining COBRA period. Notwithstanding the foregoing, in the event that the Company determines, in its sole discretion, that the Company may be subject to a tax or penalty pursuant to Code Section 4980D as a result of providing some or all of the payments and benefits described in subsections this Section 1(c)(iv), the Company may reduce or eliminate its obligations under this Section 1(c)(iv) to the extent it deems necessary, with no offset or other consideration required.
(iiv) through Executive’s entitlement to the Protection Benefits is conditioned on (ivx) above shall immediately ceaseExecutive’s timely executing and delivering to the Company of a release of claims against the Company, in a form attached hereto as Exhibit A (the “Release”), and on such release becoming effective, (y) Executive not engaging in Conflicting Activities while receiving Protection Benefits from the Company, and (z) Executive’s compliance with the Proprietary Information Agreements. To be timely, the Release must become effective and irrevocable no later than sixty (60) days following the Date of Termination (the sf-3879486 “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, Executive will forfeit any rights to the Protection Benefits described in this Section 1(c). In no event will any Protection Benefits be paid under this Section 1(c) until the Release becomes effective and irrevocable. Subject to Section 3(b)(ii) below and this Section 1(c)(v), the Protection Benefits will commence or be provided once the Release becomes effective and irrevocable.
(vi) Executive acknowledges and agrees that the Protection Benefits shall be in lieu of any other severance payments, severance benefits and severance protections to which Executive may be entitled under any offer letter, employment agreement, severance or termination policy, plan, program, practice or arrangement of the Company and its affiliates. Executive further acknowledges that the Protection Benefits are being provided to assist in Executive’s transition to other employment. Accordingly, to the extent that Executive begins to engage in Conflicting Activities during the Compensation Protection Period, Executive shall be entitled to retain any protection payments received prior to the date Executive commences the Conflicting Activity but will cease to be eligible to receive any further protection payments or other severance benefits under the terms of this Agreement or otherwise, and Executive shall have no further claims, rights or entitlements to any protection payments or benefits in any respect. Executive agrees that the Company shall have no further obligations a right of offset against all protection payments for amounts owed to Employee with respect theretothe Company by Executive (unless the amounts owed are subject to a good faith dispute) to the fullest extent not prohibited by law. Except as specifically provided in this Section 1(c) or in another section of this Agreement, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment or except as required by law, all benefits provided by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits Executive under this AgreementAgreement or otherwise shall cease as of the Date of Termination.
Appears in 2 contracts
Sources: Compensation Protection Agreement, Compensation Protection Agreement (Rh)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;; and
(ii) Any unpaid Annual Bonus STI Award in respect to of any completed fiscal year which that has ended prior to the date of such termination; and
(iii) The target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination, which amount to shall be paid at the same such time it would otherwise be STI Awards are paid to Employee had no such termination occurredother senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;; and
(iv) Continuation Immediate vesting of participation under the Company’s health any and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent all Common Shares previously awarded to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Companyirrespective of type of award; and
(v) Vesting, as Continuation of the date payment of such termination, in the number of equity-based awards, if any, which would otherwise have vested Base Salary during the Severance Term Term, payable in accordance with the Company’s regular payroll practices; and
(without regard to any subsequent vesting events). Notwithstanding vi) Continuation, during the foregoingSeverance Term, of the payments and health benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations provided to Employee with respect theretoand his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee breaches becomes eligible to receive any provision health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 9 hereof105(h) of the Code), (i) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee pursuant to clause (A) above (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (ii) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this 0, Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d)0, Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Triangle Petroleum Corp), Employment Agreement (Triangle Petroleum Corp)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to the sum of his then current Base Salary and A pro rata Annual Bonus (determined using any established the target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, or if such fiscal year is a period shorter than twelve (12) months, during the first full twelve (12) month fiscal year following the Closing Date, and thereafter, using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after year) based on the number of days elapsed from the commencement of such fiscal year in which through and including the Closing Date falls)date of such termination, payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed such amount to be a separate payment for purposes paid within five (5) business days of Section 409A of the Codesuch termination;
(iv) Continuation An amount equal to the Severance Multiplier multiplied by the sum of participation his then current Base Salary, such amount to be payable over the Severance Term in substantially equal installments, on each regular payroll date of the Company during the Severance Term; provided, however, that in the event that the payments under this subsection (iii) are considered “nonqualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended, if the Severance Term would otherwise expire after the date that is one day prior to two and one-half (2 1/2) months following the later of the last day of the Company’s fiscal year in which such termination occurs or the last day of Employee’s tax year in which such termination occurs (the applicable date being, the “409A Outside Date”), Employee shall receive a lump-sum amount on the 409A Outside Date equal to any portion of the Severance Amount not previously paid to Employee prior to the 409A Outside Date in full satisfaction any remaining portion of the amounts payable under this subsection (iii) not previously paid to Employee prior to the 409A Outside Date in full satisfaction any remaining portion of the amounts payable under this subsection (iii);
(v) Continuation of the health benefits provided to Employee and other insurance his covered dependants under the Company health plans during as of the date of such termination at the same cost applicable to active employees until the earlier of: (A) the expiration of the Severance Term, or if such continued participation in (B) the date Employee commences employment with any person or entity and, thus, is not permissibleeligible for health insurance benefits; provided, provide Employee with coverage however, that is economically equivalent to Employee through alternative arrangements, or the cash value as a condition of continuation of such coveragebenefits, in a manner that places the Employee in a net economic position that is at least equivalent Company may require employee to the position in which the Employee would have been had such alternative arrangements not been used by the Companyelect to continue his health insurance pursuant to COBRA; and
(vvi) VestingIf such termination occurs within the one (1) year period following a Change in Control, vesting of all shares of Time Vested Restricted Stock as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (CCS Medical Holdings, Inc.), Employment Agreement (CCS Medical Holdings, Inc.)
Termination by the Company Without Cause. 8.5.1 The Company may employment of Officer shall terminate Employee’s employment at any time without Cause, effective immediately upon Employee’s receipt delivery to Officer of written notice of such termination. In the event Employee’s employment is terminated termination by the Company without Cause (other than due to death or Disability)Company, Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be "without cause" unless termination is expressly stated to be pursuant to Sections 8.1 or 8.2.
8.5.2 Upon termination of this Officer's employment pursuant to this Section 8.5, the Company shall pay to Officer, on the Termination Date, a separate lump sum payment for purposes of Section 409A an amount equal to (x) all accrued and unpaid salary and other compensation payable to Officer by the Company and all accrued and unused vacation and sick pay payable to Officer by the Company with respect to services rendered by Officer to the Company through the Termination Date, and (y) the amount Officer would have earned as Base Salary during the remaining scheduled Term of the Code;
Amended Agreement (ivcomputed without regard to the termination of the Amended Agreement pursuant to this Section 8.5), plus an amount equal to two times (i) Continuation in the event no previous bonus has been paid or is payable pursuant to this Amended Agreement, 20% of participation under the Company’s health and other insurance plans during the Severance TermOfficer's Base Salary, or if such continued participation (ii) in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is event at least equivalent one bonus has been paid or is payable to Officer, the greater of (a) the last annual bonus paid or payable to Officer pursuant to this Amended Agreement; and (b) the average annual bonus based on all annual bonuses paid or payable to Officer pursuant to this Amended Agreement. In addition to the position in foregoing, and notwithstanding the provisions of any other agreement to the contrary, (x) all options to purchase the Common Stock of the Company which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, granted to Officer and which would otherwise have vested during the Severance 24 months following the Termination Date shall become immediately exercisable on the Termination Date and, notwithstanding any other agreement to the contrary, shall remain exercisable for the full term of each such option, and (y) the Company shall continue to provide to Officer all other benefits that would otherwise be payable to Officer pursuant to Sections 4.4.2, 4.4.3 and 4.4.4 hereof for the remaining scheduled Term of the Amended Agreement (computed without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in Amended Agreement pursuant to this Section 8(d8.5), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Vca Antech Inc), Employment Agreement (Vicar Operating Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to of any completed fiscal year which that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other similarly situated employees of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to achievement of the applicable performance objectives for the fiscal year of the Company in which Employee’s termination occurs, as determined by the Chief Executive Officer, payment of the Annual Bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Employee was employed during such fiscal year, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the date that is 2½ months following the last day of the Company’s fiscal year of the Company in which such termination occurs;
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Codeoccurred;
(iv) Continuation Continued payment of participation under the Company’s health and other insurance plans Base Salary during the Severance Term, or if such continued participation payable in is not permissible, provide Employee accordance with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent Company’s regular payroll practices;
(v) Notwithstanding any provision to the position contrary in which the Employee would have been had such alternative arrangements not been used any stock option agreement or any equity plan maintained by the Company, all stock options held by Employee as of the date of Employee’s termination of employment shall remain exercisable until the earlier to occur of (a) the expiration date of such stock option and (b) the twelve (12) month anniversary of Employee’s termination;
(vi) To the extent permitted by applicable law without any penalty to Employee or any member of the Company Group and subject to Employee’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled 16203759.412102571.2 payroll date of each month of the Severance Term, the Company will pay Employee an amount equal to the “applicable percentage” of the monthly COBRA premium cost; provided, that the payments pursuant to this clause (vi) shall cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits, including through a spouse’s employer, during the Severance Term. For purposes hereof, the “applicable percentage” shall be the percentage of Employee’s health care premium costs covered by the Company as of the date of termination. Amounts paid by the Company will be taxable to the extent required to avoid adverse consequences to Employee or the Company under either Section 105(h) of the Code or the Patient Protection and Affordable Care Act of 2010; and
(vvii) Vesting, as For a period of six (6) months after the date of such termination, the Company will pay Employee or reimburse Employee for Employee’s (and his immediate family’s) customary and reasonable moving and relocation expenses (e.g., expenses relating to the packing and moving of Employee and Employee’s immediate family’s personal property, locating housing, including without limitation a broker’s fee, and other related expenses) directly related to Employee’s relocation from Utah, subject to Employee presenting to Company appropriate documentation and otherwise in accordance with Company’s regular reimbursement policies; provided that without the number consent of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events)Company no such expenses shall be reimbursable in excess of $30,000. Notwithstanding the foregoing, the payments and benefits described in subsections clauses (ii) through ), (iii), (iv) and (v) above shall immediately ceaseterminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereofthe Non-Interference Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.
Appears in 1 contract
Termination by the Company Without Cause. Termination by the ------------------------------------------------------------ Executive for Good Reason. --------------------------
(a) The Company may terminate Employee’s the Executive's employment at any time without Causefor any reason or no reason, effective upon Employee’s receipt subject to the approval of written notice of such terminationthe Board. In the event Employee’s employment is terminated by If the Company without Cause (other than due to death terminates the Executive's employment and the termination is not covered by Section 4 or Disability)5.1 or the Executive terminates service for "Good Reason", Employee shall be entitled to:
(i) The Accrued Obligations;
the Executive shall receive (w) Annual Salary and other benefits earned under this Agreement but unpaid prior to the termination of the Executive's employment, (x) a pro-rata payment in respect of target bonus accrued through the termination of the Executive's employment, (y) payment in respect of accrued but unused vacation time prior to the termination of the Executive's employment and (z) reimbursement for expenses properly incurred prior to the termination of the Executive's employment; (ii) Any unpaid the Executive shall continue to receive payment of 100% of Annual Bonus Salary (as in effect immediately before such termination) and shall receive reimbursement for her COBRA premiums with respect to any completed fiscal medical and dental benefits for one year which has ended prior to following the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
Executive's employment; and (iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder; provided that the Company's obligations with respect -------- to the payments and benefits provided for in this Section 5.2(a) are conditioned upon the Executive's execution of a Separation Agreement and General Release in the standard form then used by the Company. In addition, upon a termination of the Executive's employment without Cause or the Executive terminates employment for Good Reason, the Executive shall receive (i) payment, at the time awards under the MRP are otherwise paid, of 100% of the MRP award, to the extent not previously paid, and (ii) with the exception of termination of service by the Executive for Good Reason as defined in this Section 5.2(b)(i), payment, at the time that the next installment award under the DRP is otherwise paid, of the next installment award, owed under the DRP, which will be determined with individual performance targets treated as if they were fully achieved and based on corporate performance targets actually achieved in respect of that award. The Executive shall also continue to receive payments in respect of those options that were not vested immediately prior to the Effective Time but which have an exercise price that is less than the Per Share Amount (as defined in the Merger Agreement), at the time such payments would otherwise have been made in accordance with the vesting schedule set forth in such option agreement. It is expressly understood and agreed that any payment made pursuant to this Section 5.2(a) shall be in lieu of any other payments that may otherwise be due to the Executive under any severance or separation agreement, plan, program or policy of the Company.
(b) For purposes of this Agreement, "Good Reason" shall mean (i) a material reduction in the Executive's duties and responsibilities that occurs following the Effective Time (provided that reductions in duties and responsibilities that result from the Company no longer being a public reporting company under the Securities Exchange Act of 1934, shall not constitute, by itself, a material reduction in the Executive's duties and responsibilities), (ii) a material breach by the Company of the terms and provisions of this Agreement, which breach is not cured within 30 days after written notice thereof is provided by the Executive, (iii) the relocation of the Executive's principal place of business, without the consent of the Executive, by more than 35 miles from such principal place of business on the date hereof, (iv) a reduction in the Annual Salary, compensation or aggregate level of benefits provided to the Executive, (v) the failure of the Company to pay compensation and benefits when due, which is not cured promptly after demand for payment by the Executive or (vi) failure of a successor to the Company to assume its obligations under the Agreement.
Appears in 1 contract
Termination by the Company Without Cause. (a) The Company may terminate the Employee’s employment at any time without Cause, effective Cause (as defined in Section 4.3(c)) upon Employee’s receipt of thirty (30) days’ prior written notice of such termination. and thereby terminate the Employment Period under this Agreement.
(b) In the event the Employee’s employment is terminated by pursuant to this Section 4.3, and at that time the Company without Cause (other than due Employee is ready, willing and able to death or Disability)continue performing all of his duties under this Agreement, the Employee shall be entitled to:
to receive: (i) The the Accrued Obligations;
Amounts, which shall be payable in a lump sum within thirty (30) days of any such termination, and (ii) Any subject to satisfying the requirements and conditions of Section 4.5 below: (A) his Base Salary (in effect at the time of termination) for a period equal to the remaining term of the Initial Employment Period, payable at such dates and times in accordance with the Company’s normal payment practices and procedures (for clarification, the Employee shall not be entitled to receive any continued payment of Employee’s Base Salary in the event of any such termination following the expiration of the Initial Employment Period); (B) if Employee elects to receive continuation coverage for medical, prescription and dental benefits under COBRA, the Company will, for a period equal to the remaining term of the Initial Employment Period, waive or otherwise pay at regular monthly intervals the contribution, if any, that would otherwise be required for the continuation of coverage under a Partnership Group group health plan that Employee and his dependents are eligible to receive, provided, however, that to receive such waiver or contribution, the Employee must not be eligible to receive health insurance benefits under any other employer’s group health plan (for clarification, the Employee shall not be entitled to any waiver, or payment, of any contribution as required for the continuation of such COBRA coverage in the event of any such termination following the expiration of the Initial Employment Period); (C) an amount equal to any unpaid Annual Bonus otherwise payable for the year immediately preceding the year in respect to which the employment of the Employee is so terminated, any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at paid, subject to the same time it would otherwise be paid to Employee had provisions of Section 4.5, no such termination occurred, but in no event later than the last day March 15 of the Company’s fiscal year in which such termination occurs;
; and (iiiD) An an amount equal to the sum of his then current Base Salary and pro rata Annual Bonus (determined using any established target Annual Bonus if such termination occurs during for the fiscal year in which the Closing Date fallssuch termination occurs, and using the highest Annual Bonus paid or if determined to be payable for such year, such pro rata payment to be paid, subject to the two provisions of Section 4.5, no later than March 15 of the year immediately prior fiscal years for terminations after following the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events)termination occurs. Notwithstanding the foregoing, the The payments and benefits described provided in subsections clause (ii) through of the preceding sentence are collectively referred to as the “Severance Benefits.”
(ivc) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision For purposes of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement., “Cause” means the occurrence of any one or more of the following events:
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s 's employment is terminated by the Company without Cause (pursuant to Section 5(e) for reasons other than due death, Total Disability or Cause, the Company shall pay the following amounts to death or Disability), Employee shall be entitled toEmployee:
(i) The Accrued Obligations;Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination.
(ii) Any unpaid Annual Bonus benefits to which Employee may be entitled pursuant to the plans, policies and arrangements referred to in respect Section 4(c) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.
iii) The Base Salary (at the rate in effect as of the date of Employee's termination) which would have been payable to Employee if Employee had continued in active employment until the later of: (a) the period ending on the last day of the Initial Term; or (b) the end of the 12-month period beginning on the date of Employee's termination. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Employee had remained in active employment until the end of such period. The Employee shall also be eligible for a bonus or incentive compensation payment, to the extent bonuses are paid to similarly situated employees, pro-rated for the year in which the Employee is terminated, and paid at the same time as similarly situated employees are paid.
iv) The Company, completely at its expense, will continue for Employee and Employee's spouse and dependents, group health plans, programs or arrangements, in which Employee was entitled to participate at any completed fiscal year which has ended time during the twelve-month period prior to the date of such termination, such amount to be paid at until the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the earlier of: (a) last day of the Company’s fiscal year period during which Employee receives payment in which such termination occurs;
accordance with clause (iii) An amount equal above; (b) Employee's death (provided that benefits payable to Employee's beneficiaries shall not terminate upon Employee's death); or (c) with respect to any particular plan, program or arrangement, the sum date Employee becomes covered by a comparable benefit provided by a subsequent employer.
v) Employee understands that at the time of his then current Base Salary signing this Employment Agreement the Company is a development stage corporation without revenues that may from time to time be without operating funds sufficient to pay Employee full or partial salary under this Agreement. Employee agrees that she has no right to compensation or payment during any period of time in the Development Period of the Company as defined in Section 5 (e) when the Company lacks sufficient operating funds. If the Employee chooses to terminate her employment with the Company during a time when the Company lacks funds for payment to her and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which Development Period of the Closing Date fallsCompany, this Employment Agreement is void and using her rights under the highest Annual Bonus paid Agreement and Section 6(d) are void and unenforceable. In the event that the Company is sold or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls)transferred, payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment this subsection (v) of Base Salary and Annual Bonus payable hereunder or under Section 8(e6(d) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health void and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used unenforceable by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time hereunder may be terminated, without Cause (as defined below) by the Company upon seven (7) days written notice to the Employee; provided, however, that if the Company terminates the Employee’s employment without Cause, effective upon the Company shall (i) continue to pay the Employee’s receipt Salary for a period of written notice six (6) months or until such time as the Employee obtains substitute employment at not less than 75% of such termination. In the event Employee’s employment Salary hereunder as of the time of termination, whichever occurs first; (ii) provide the Employee with health insurance coverage for a period of six (6) months that is terminated the same or substantially similar to that provided to the Employee while employed by the Company without Cause at substantially the same cost to the Employee; (other than due to death or Disability)iii) pay the Employee, Employee shall be entitled to:
within five (i5) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to days of termination, for all accrued but unused vacation time earned through the date of such termination; (iv) pay, within five (5) days of termination, such amount the Employee the pro rata portion of his annual Bonus earned through the termination date; (v) pay within five (5) days of termination all other accrued wages or bonuses including the balance due on the Promissory Note; (vi) take all necessary and reasonable action, in the ordinary course of business, to be paid at pay any other accrued employee benefits to the same time it would otherwise be paid to Employee had no such termination occurredEmployee, but in no event later than the last day of accordance with the Company’s fiscal year in which such termination occurs;
Employee Benefit Plans and as required under applicable state and federal laws; (iiivii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under forfeit the Company’s health repurchase rights to all Employee Restricted Stock under Section 3(c)(ii) and other insurance plans during the Severance Termupon termination, or if Employee will become fully vested in such continued participation in is not permissibleEmployee Restricted Stock; provided, provide Employee with coverage further, that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent notwithstanding anything to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as contrary set forth in this Section 8(d10(a) of the Agreement, the Company and the Employee hereby acknowledge and agree that if the Merger Transaction does not occur as contemplated by the Merger Agreement, the Company shall have the right to terminate the Employee hereunder without cause and without any obligation to make any payment required under this Section 10(a)(i) – (vii), Employee shall have no further rights upon seven (7) days written notice to any compensation or any other benefits under this Agreementthe Employee.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate the Employee’s 's employment under this Agreement without Cause at any time without Causewith ninety (90) calendar days’ prior written notice. However, effective upon Employee’s receipt of written notice of such termination. In in the event of the Employee’s employment is terminated 's Separation from Service (as defined in Section 9(a) below) as a result of the Employee's termination by the Company without Cause (other than due Cause, and subject to death or Disability)the provisions of Section 9 below, the Company agrees that it will provide Employee shall be entitled towith all accrued compensation, wages and benefits through the effective date of termination and pay and/or provide to the Employee the following:
(i) The Accrued Obligations;an amount equal to one half (1/2) times the Employee's then-prevailing Base Salary; plus
(ii) Any unpaid Annual Bonus in six (6) months of COBRA premiums for Employee paid for by the Company (with any such payments to be treated as taxable compensation to the extent necessary to comply with Section 105(h) of the Internal Revenue Code) pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), provided that Employee is eligible for COBRA benefits and timely completes all documentation necessary to receive COBRA benefits; plus
(iii) if (x) the effective date of termination is on or before the first anniversary of the date of this Agreement and (y) Employee holds any outstanding long-term incentive awards (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards) that are not fully vested and, if applicable, exercisable with respect to any completed fiscal year which has ended all the shares subject thereto effective immediately prior to the date of such termination, then Parent shall cause the portion of such amount outstanding and unvested long-term incentive awards that would otherwise become vested and exercisable in the twelve (12) months following the effective date of termination to become fully vested and, if applicable, exercisable effective immediately prior to the date of termination, and Employee shall have ninety (90) days to exercise any stock options that vest pursuant to this Section. In all other respects, such awards will continue to be paid at subject to the same time it terms and conditions of the plans, if any, under which they were granted and any applicable agreements between Parent and the Employee.
(iv) if (x) the effective date of termination after the first anniversary of the date of this Agreement and (y) Employee holds any outstanding long-term incentive awards (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards) that are not fully vested and, if applicable, exercisable with respect to all the shares subject thereto effective immediately prior to the date of termination, then Parent shall cause the portion of such outstanding and unvested long-term incentive awards that would otherwise become vested and exercisable in the twenty-four (24) months following the effective date of termination to become fully vested and, if applicable, exercisable effective immediately prior to the date of termination, and Employee shall have ninety (90) days to exercise any stock options that vest pursuant to this Section. In all other respects, such awards will continue to be paid subject to Employee had no such termination occurred, but in no event later than the last day terms and conditions of the Company’s fiscal year plans, if any, under which they were granted and any applicable agreements between Parent and the Employee. The amounts described in which such termination occurs;
clause (iiii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(eii) shall be deemed paid in two equal lump sum installments, subject to applicable tax withholding, with the first installment to be a separate payment for made within sixty (60) days following the date of the Employee's Separation from Service and the second installment to be made on the six month anniversary the Employee's Separation from Service (the "Severance Period"). For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code;
") (iv) Continuation including, without limitation, for purposes of participation under Treasury Regulation Section 1.409A-2(b)(2)(iii)), the Company’s health Employee's right to receive the foregoing installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent distinct payment. Notwithstanding any provision to the position contrary in which this Agreement, no amount shall be paid pursuant to this Section 8(a) unless, on or prior to the Employee would have been had such alternative arrangements not been used by the Company; and
fifty-fifth (v55th) Vesting, as of day following the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoingEmployee's Separation from Service, the payments Employee has executed an effective waiver and benefits described release of claims agreement (the "Release") in subsections (ii) through (iv) above shall immediately cease, form and substance acceptable to the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches and any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementapplicable revocation period has expired.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s 's employment is terminated by the Company without Cause (pursuant to Section 5(e) for reasons other than due death, Total Disability or Cause, the Company shall pay the following amounts to death or Disability), Employee shall be entitled toEmployee:
(i) The Accrued Obligations;Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination.
(ii) Any unpaid Annual Bonus benefits to which Employee may be entitled pursuant to the plans, policies and arrangements referred to in respect Section 4(c) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.
(iii) The Base Salary (at the rate in effect as of the date of Employee's termination) which would have been payable to Employee if Employee had continued in active employment until the later of:
(a) the period ending on the last day of the Initial Term; or (b) the end of the 12-month period beginning on the date of Employee's termination. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Employee had remained in active employment until the end of such period. The Employee shall also be eligible for a bonus or incentive compensation payment, to the extent bonuses are paid to similarly situated employees, pro-rated for the year in which the Employee is terminated, and paid at the same time as similarly situated employees are paid.
(iv) The Company, completely at its expense, will continue for Employee and Employee's spouse and dependents, group health plans, programs or arrangements, in which Employee was entitled to participate at any completed fiscal year which has ended time during the twelve-month period prior to the date of such termination, such amount to be paid at until the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the earlier of: (a) last day of the Company’s fiscal year period during which Employee receives payment in which such termination occurs;
accordance with clause (iii) An amount equal above; (b) Employee's death (provided that benefits payable to the sum of his then current Base Salary and Annual Bonus Employee's beneficiaries shall not terminate upon Employee's death); or (determined using c) with respect to any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date fallsparticular plan, and using the highest Annual Bonus paid program or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls)arrangement, payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any Employee becomes covered by a comparable benefit provided by a subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementemployer.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), and (except with respect to payment of the Accrued Obligations) subject to the Employee’s execution of the Release of Claims (as described in Section 7(g) below), Employee shall be entitled toto the additional benefits below:
(i) The Accrued ObligationsPayment of the Employee’s monthly Base Salary for each month during the Severance Term, which shall be paid in accordance with the Company’s regular payroll practices;
(ii) Any unpaid Annual Bonus in With respect to the vesting of the shares subject to the Initial Option Grant only (and not the Initial RSA Award or any completed fiscal year which has ended prior subsequent option grant or subsequent restricted stock awards), Employee’s employment shall be deemed to have terminated 24 months after the date of such terminationtermination of her employment, such amount to be paid at and the same period of time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which Employee may exercise such termination occurs;
(iii) An amount equal vested shares shall be increased to 12 months following the sum date of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus termination; provided, however, that if such termination without Cause occurs during the fiscal year 12 month period immediately following a Change in which the Closing Date fallsControl, then all unvested shares subject to Employee’s Initial Option Grant and using the highest Annual Bonus paid Initial RSA Award (and all shares subject to any subsequent option grants or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(esubsequent restricted stock award) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health fully vested and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, exercisable as of the date of such termination, and the period of time in which Employee may exercise such vested option shares shall be increased to 12 months following the date of termination; and
(iii) If and to the extent that the Employee is able to continue her participation in the number Company’s group health and/or dental insurance from and after the date of equity-based awardstermination in accordance with the terms of the benefits plans or applicable law and Employee so elects to continue such coverage, if anyan amount equal to the monthly premium payment that the Company was contributing to such coverage on Employee’s behalf as of the date of termination, which would otherwise have vested for each month during the Severance Term; provided, that the payments pursuant to this clause (iii) shall cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to receive any comparable health and dental benefits with a subsequent employer, including through a spouse’s employer, during the Severance Term. Any payments under this clause (without regard to any subsequent vesting events)iii) shall be made at the same time that payments under clause (i) are made. Notwithstanding the foregoing, the payments and benefits described in subsections clauses (i), (ii) through ), and (iviii) above (collectively, the “Severance Benefits”) shall immediately ceaseterminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereofthe Confidentiality Agreement or the Release Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d)7, Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits and the Accrued Obligations.
Appears in 1 contract
Sources: Employment Agreement (BeiGene, Ltd.)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled toto the following, subject to adjustment under Section 8(i) below:
(i) The the Accrued Obligations;
(ii) Any any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than two and one-half months following the last day end of the Company’s fiscal year in to which such termination occursthe Annual Bonus relates;
(iii) An an amount equal to the Severance Multiplier multiplied by the sum of his then current Employee’s Base Salary and Annual Bonus (determined using any established plus target Annual Bonus if such termination occurs during amount for the fiscal year in during which the Closing Date fallssuch termination occurs, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), such amount to be payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee accordance with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company’s regular payroll practices; and
(viv) Vestingnotwithstanding any provision of any equity plan of the Company or applicable equity grant agreement to the contrary, all equity awards that have not otherwise vested shall vest, and applicable restrictions shall lapse, immediately upon such termination. For purposes of this subsection (d) only, the delivery of a Notice of Non-Extension by the Company to Employee during the two (2) year period following a Change in Control shall be deemed to constitute a termination without Cause, such that upon receipt of such Notice of Non-Extension by Employee, Employee shall be deemed to have waived the required notice period set forth in Section 2 above, and Employee’s employment hereunder shall be deemed to have been terminated without Cause as of the date of receipt of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events)notice. Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 10 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Medassets Inc)
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time during the Term of Employment without Cause, effective upon EmployeeExecutive’s receipt of written notice of such terminationtermination or such other date as is specified in such notice. In the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Disability)) during the Term of Employment, Employee Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Two (2) times Executive’s Base Salary, payable in substantially equal installments in accordance with the Company’s regular payroll practices during the Severance Term;
(iii) Any prior year’s earned but unpaid Annual Bonus in respect to (with any completed fiscal year which has ended prior to requirement for employment on the date of payment waived) (a “Prior Year Bonus”);
(iv) An amount equal to the product of (x) the Annual Bonus Executive would have earned for the year of termination if Executive had remained employed, as determined by the Board or Compensation Committee in a manner materially consistent (except with respect to the requirement of continued employment) as is used generally to determine the annual bonuses of actively employed senior executive employees of the Company for such terminationyear, multiplied by (y) a fraction, the numerator of which is the number of days during such fiscal year to which such Annual Bonus relates and that Executive was employed by the Company and the denominator of which is 365, which amount to will be paid at the same time it would otherwise be as annual bonuses for such year are paid to Employee had no such termination occurredactively employed senior executives of the Company generally, but in no event later than the last day December 31 of the Company’s fiscal year in which such following the year of termination occurs;
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls“Prorated Bonus”), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) VestingTo the extent permissible under the Company’s group health plan, as of the date of such terminationcontinuation, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard or if earlier, until the date that Executive becomes eligible to receive any health benefits as a result of subsequent vesting eventsemployment or service during the Severance Term), of health benefits provided to Executive and Executive’s dependents immediately prior to such termination, at the same cost applicable to active employees of the Company. Notwithstanding the foregoing, if the Company’s obligations contemplated by this Section 8(d)(v) would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable) or to the extent such continuation is not permissible under the Company’s group health plan, the Company shall discontinue the health benefits provided for in this Section 8(d) and shall instead pay to Executive a lump-sum payment equal to the employer portion of premium costs of health benefits (calculated based on the premiums for the first month of such benefits following the date of Executive’s termination) provided to Executive and Executive’s dependents for the remainder of the Severance Term no later than thirty (30) days after such determination by the Company. Notwithstanding the foregoing, the payments and benefits described in subsections clauses (ii) through – (ivv) above shall immediately ceaseterminate, and the Company shall have no further obligations to Employee Executive with respect thereto, in the event that Employee Executive breaches any provision of Section 9 hereofthe Non-Interference Agreement. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement, including any Base Salary and Annual Bonus for any time that, but for Executive’s termination by the Company without Cause, would otherwise remain in the Term of Employment. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.
Appears in 1 contract
Sources: Employment Agreement (Custom Truck One Source, Inc.)
Termination by the Company Without Cause. The Company may terminate Employee’s 's employment at any time without Cause, effective upon Employee’s 's receipt of written notice of such termination. In the event Employee’s 's employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to the Severance Multiplier multiplied by the sum of his then current Base Salary and Annual Bonus (determined using any established the target Annual Bonus if such termination occurs during the fiscal year in which the Closing Commencement Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Commencement Date falls), payable in substantially equal monthly installments over the period commencing on the date of termination and ending on the date that is one day prior to two and one-half months following the end of the Company's fiscal year in which such termination occurs (the "Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code");
(iv) Continuation of participation under the Company’s 's health and other insurance plans during for a period of years equal to the Severance TermMultiplier, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term two (2) year period immediately following such termination (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s 's employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Allied World Assurance Co Holdings LTD)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), and (except with respect to payment of the Accrued Obligations) subject to the Employee’s execution of the Release of Claims (as described in Section 8(g) below), Employee shall be entitled toto the additional benefits below:
(i) The Accrued ObligationsPayment of the Employee’s monthly Base Salary for each month during the Severance Term, which shall be paid in accordance with the Company’s regular payroll practices;
(ii) Any unpaid Annual Bonus in With respect to the vesting of the shares subject to the Initial Option Grant only (and not the Initial RSA Award or any completed fiscal year which has ended prior subsequent option grant or subsequent restricted stock awards), Employee’s employment shall be deemed to have terminated 24 months after the date of such terminationtermination of her employment, such amount to be paid at and the same period of time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which Employee may exercise such termination occurs;
(iii) An amount equal vested shares shall be increased to 12 months following the sum date of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus termination; provided, however, that if such termination without Cause occurs during the fiscal year 12 month period immediately following a Change in which the Closing Date fallsControl, then all unvested shares subject to Employee’s Initial Option Grant and using the highest Annual Bonus paid Initial RSA Award (and all shares subject to any subsequent option grants or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(esubsequent restricted stock award) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health fully vested and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, exercisable as of the date of such termination, and the period of time in which Employee may exercise such vested option shares shall be increased to 12 months following the date of termination; and
(iii) If and to the extent that the Employee is able to continue her participation in the number Company’s group health and/or dental insurance from and after the date of equity-based awardstermination in accordance with the terms of the benefits plans or applicable law and Employee so elects to continue such coverage, if anyan amount equal to the monthly premium payment that the Company was contributing to such coverage on Employee’s behalf as of the date of termination, which would otherwise have vested for each month during the Severance Term; provided, that the payments pursuant to this clause (iii) shall cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to receive any comparable health and dental benefits with a subsequent employer, including through a spouse’s employer, during the Severance Term. Any payments under this clause (without regard to any subsequent vesting events)iii) shall be made at the same time that payments under clause (i) are made. Notwithstanding the foregoing, the payments and benefits described in subsections clauses (i), (ii) through ), and (iviii) above (collectively, the “Severance Benefits”) shall immediately ceaseterminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereofthe Confidentiality Agreement or the Release Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits and the Accrued Obligations.
Appears in 1 contract
Sources: Employment Agreement (BeiGene, Ltd.)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such terminationtermination from the Board. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to of any completed fiscal year which that has ended prior to the date of such termination, such which amount to shall be paid at the same such time it would otherwise be annual bonuses are paid to Employee had no such termination occurredother senior executives of the Company, but in no event later than the date that is 2 1⁄2 months following the last day of the Company’s fiscal year in which such termination occursoccurred;
(iii) Continued payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices;
(iv) An amount equal to the sum “applicable percentage” of his then current Base Salary the monthly COBRA premium cost that Employee (and Annual Bonus Employee’s covered dependents) would be required to pay to continue to participate in the Company’s health plans during the Severance Term, if they elected coverage (determined using any established target Annual Bonus if such termination occurs during based on the fiscal year COBRA premiums in which effect as of the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date fallsdate of termination), payable in substantially equal monthly installments over during the Severance Term; provided, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed the payments pursuant to be a separate payment for purposes of Section 409A of the Code;
this clause (iv) Continuation shall cease earlier than the expiration of participation under the Severance Term in the event that Employee becomes eligible to receive any health benefits, including through a spouse’s employer, during the Severance Term. The “applicable percentage” shall be the percentage of Employee’s (and Employee’s covered dependents’) premium costs that the Company was required to pay (including through customary deductions from Employee’s paycheck) to participate in the Company’s health and other insurance plans during as of the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value date of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Companytermination; and
(v) VestingProvided that applicable targets are achieved for the fiscal year in which such termination occurs (with any individual and/or non-financial performance targets being disregarded for such purpose), as a pro rata Annual Bonus for such fiscal year, based on the number of days elapsed from the commencement of such fiscal year through the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the number date that is 2 1⁄2 months following the last day of equity-based awards, if any, the fiscal year in which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events)such termination occurred. Notwithstanding the foregoing, the payments and benefits described in subsections clauses (ii) through ), (iii), (iv) and (v) above shall immediately ceaseterminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee materially breaches any provision of Section 9 hereofthe Non-Interference Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Accrued Obligations and the Severance Benefits.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
(iii) An Within ten (10) business days of such termination, a lump sum amount equal to 150% of the sum of his then Employee’s then-current Base Salary and Annual Bonus (determined using any established the greater of (A) the target Annual Bonus if such termination occurs during for the fiscal year in which such termination occurs, or (B) the Closing Date fallsactual Annual Bonus for the fiscal year prior to the year in which such termination occurs);
(iv) Upon the expiration of the Restricted Period, and subject to Employee’s compliance during such period with the terms and conditions of this Agreement, a lump sum amount equal to 50% of the sum of Employee’s then-current Base Salary and Annual Bonus (determined using the highest greater of (A) the target Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which such termination occurs, or (B) the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and actual Annual Bonus payable hereunder or under Section 8(e) shall be deemed for the fiscal year prior to be a separate payment for purposes of Section 409A of the Codeyear in which such termination occurs);
(ivv) A pro rata Annual Bonus (determined using the target Annual Bonus for the fiscal year in which such termination occurs) based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination, such amount to be paid within five (5) business days of such termination;
(vi) Continuation of participation the health benefits provided to Employee and his covered dependants under the Company’s Company health and other insurance plans during as of the date of such termination at the same cost applicable to active employees until the earlier of: (A) the expiration of the Severance Term, or if such continued participation in is not permissible, provide (B) the date Employee commences employment with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Companyany Person; and
(vvii) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events)all Awards. Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (ivv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
6. By replacing the entirety of Section 8(f) with the following:
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time without Cause, effective upon EmployeeExecutive’s receipt of thirty (30) days written notice of such termination. In the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to of any completed fiscal year which that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2 1⁄2 months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to achievement of the applicable performance objectives for the fiscal year of the Company in which Executive’s termination occurs, as determined by the Compensation Committee, payment of the Annual Bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, such amount to be paid at the same time it would otherwise be paid to Employee Executive had no such termination occurred, but in no event later than the date that is 2 1⁄2 months following the last day of the Companyfiscal year of the Company in which such termination occurred; provided, that in the event the termination of Executive’s employment occurs during the Protected Period, Executive shall be entitled to receive payment of the target Annual Bonus that would otherwise have been earned in respect of the fiscal year in which such termination occursoccurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, assuming target level of performance was achieved, such amount to be paid in a lump sum on the first regularly scheduled payroll date following the sixtieth (60th) day following the date of Executive’s termination of employment hereunder;
(iiiiv) An amount equal to one (1) times the sum of his then current Executive’s Base Salary and Annual Bonus (determined using any established plus target Annual Bonus if such termination occurs during for the fiscal year in during which the Closing Date fallssuch termination occurs, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), such amount to be payable in substantially equal monthly installments over during the Severance Termtwelve (12) month period following the date of Executive’s termination of employment hereunder, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of in accordance with the CodeCompany’s regular payroll practices;
(ivv) Continuation In the event the termination of participation Executive’s employment occurs during the Protected Period, an additional amount equal to one (1) times the sum of Executive’s Base Salary plus target Annual Bonus for the fiscal year during which such termination occurs, in consideration for Executive’s undertakings set forth in the Non-Interference Agreement, and subject to compliance therewith, such amount to be payable in substantially equal installments during the twelve (12) month period commencing on the first anniversary of the date of Executive’s termination of employment hereunder, in accordance with the Company’s regular payroll practices;
(vi) To the extent permitted by applicable law without any penalty to Executive or any member of the Company Group and subject to Executive’s election of COBRA continuation coverage under the Company’s group health and other insurance plans plan, on the first regularly scheduled payroll date of each month of the Continuation Period, the Company will pay Executive an amount equal to the “applicable percentage” of the monthly COBRA premium cost; provided, that the payments pursuant to this clause (vi) shall cease earlier than the expiration of the Continuation Period in the event that Executive becomes eligible to receive health benefits, including through a spouse’s employer; provided, however, that in the event the termination of Executive’s employment occurs during the Severance TermProtected Period and such other health plan excludes any pre-existing condition that Executive or Executive’s dependents may have when coverage under such health plan would otherwise begin, the Company’s obligations under this clause (vi) shall continue with respect to such pre-existing condition until the earlier of (A) the date that such exclusion under such other health plan lapses or if such continued participation in is not permissibleexpires or (B) the Continuation Period. For purposes hereof, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value “applicable percentage” shall be the percentage of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used Executive’s health care premium costs covered by the Company; and
(v) Vesting, Company as of the date of termination. Amounts paid by the Company on behalf of Executive pursuant to this clause (vi) shall be imputed to Executive as additional taxable income to the extent required to avoid adverse consequences to Executive or the Company under either Section 105(h) of the Code or the Patient Protection and Affordable Care Act of 2010; provided that, if such terminationimputation does not prevent the imposition of an excise tax under, or the violation of, the Patient Protection and Affordable Care Act (as amended by the Health Care and Education Reconciliation Act of 2010 and as amended from time to time), including, without limitation, Section 4980D of the Code, the Company shall no longer provide such medical and dental benefits to Executive, but shall provide Executive with cash payments of equivalent value;
(vii) Notwithstanding any provision of any equity plan of the Company or applicable equity grant agreement to the contrary, all equity awards granted prior to 2015 that have not otherwise vested shall vest, and the applicable restrictions shall lapse, immediately upon such termination (with any awards subject to performance-based vesting being earned and vested at the target level of performance); and
(viii) Outplacement services for a period of twelve (12) months following the date of Executive’s termination of employment hereunder, at a level commensurate with Executive’s position in accordance with the Company’s practices as in effect from time to time, in an amount not to exceed $25,000. These services will be provided by a national firm whose primary business is outplacement assistance, selected by the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events)Company. Notwithstanding the foregoingabove, the if Executive accepts employment with another employer, these outplacement benefits shall cease. The payments and benefits described in subsections clauses (ii) through (ivii)-(viii) above shall immediately ceaseterminate, and the Company shall have no further obligations to Employee Executive with respect thereto, and Executive shall promptly repay to the Company any payments or benefits paid or provided to Executive pursuant to clauses (ii)-(viii) above, in the event that Employee Executive breaches any provision of Section 9 hereofthe Non-Interference Agreement. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.
Appears in 1 contract
Sources: Employment Agreement (Medassets Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s 's employment is terminated by the Company without Cause (pursuant to Section 5(e) for reasons other than due death, Total Disability or Cause, the Company shall pay the following amounts to death or Disability), Employee shall be entitled toEmployee:
(i) The Accrued Obligations;Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination.
(ii) Any unpaid Annual Bonus benefits to which Employee may be entitled pursuant to the plans, policies and arrangements referred to in respect Section 4(c) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.
(iii) The Base Salary (at the rate in effect as of the date of Employee's termination) which would have been payable to Employee if Employee had continued in active employment until the later of: (a) the period ending on the last day of the current term; or (b) the end of the twelve (12) month period beginning on the date of Employee's termination. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Employee had remained in active employment until the end of such period. The Employee shall also be eligible for a bonus or incentive compensation payment to the extent bonuses are paid to similarly situated employees, pro-rated for the year in which the Employee is terminated, and paid when similarly situated employees are paid.
(iv) The Company completely at its expense will continue for Employee and Employee's spouse and dependents, group health plans, programs or arrangements, in which Employee was entitled to participate at any completed fiscal year which has ended time during the twelve-month period prior to the date of such termination, such amount to be paid at until the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the earlier of: (a) last day of the Company’s fiscal year period during which Employee receives payment in which such termination occurs;
accordance with clause (iii) An amount equal above; (b) Employee's death (provided that benefits payable to the sum of his then current Base Salary and Annual Bonus Employee's beneficiaries shall not terminate upon Employee's death); or (determined using c) with respect to any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date fallsparticular plan, and using the highest Annual Bonus paid program or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls)arrangement, payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any Employee becomes covered by a comparable benefit provided by a subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementemployer.
Appears in 1 contract
Termination by the Company Without Cause. The If, during the Term, the Company may terminate terminates Employee’s employment at any time without Cause, effective upon other than for Cause or the occurrence of Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
to continue to receive (i) The Accrued Obligations;
any Bonus (if earned) relating to a fiscal year which was completed before the effectiveness of such termination (payable as set forth in Section 3(b)), (ii) Any unpaid Annual any Bonus in respect to any completed for the fiscal year which has ended prior to through the date of effectiveness of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurredextent earned, but in no event later than pro-rated (based on a percentage defined by a fraction, the last day numerator of which is the number of days during the fiscal year prior and through the date of effectiveness of the termination, and the denominator of which is three hundred sixty-five (365)), payable following the completion and filing of the Company’s annual audited financial statements in respect of such fiscal year in which such termination occurs;
year, and (iii) An an amount equal to (I) the sum lesser of his then current (A) Employee’s Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had paid from the date of effectiveness of such alternative arrangements not been used by termination through the Company; and
end of the Term and (vB) Vesting, Employee’s Base Salary in effect as of the date of effectiveness of such termination, or (II) if greater, at least six (6) months of Employee’s Base Salary in effect as of the date of effectiveness of such termination (in the number case of equity-based awardsclause (iii), if anyEmployee’s Base Salary will be paid in periodic payments which correspond to the Company’s regular payroll periods) (the period during which Employee’s Base Salary will continue as provided in this Clause (iii), which would otherwise have vested during the Severance Term “Post Employment Payment Period”); provided that any payments set out in clauses (without regard to any subsequent vesting eventsi), (ii) and (iii) shall only be made so long as Employee is not in breach of this Agreement and shall be net of appropriate tax and other withholdings. Notwithstanding the foregoing, the Company may suspend payments of such Bonus or Base Salary until seven (7) days following the date on which Employee executes and benefits described delivers to the Company a general release of all claims relating to Employee’s employment and termination from employment (the “General Release”) in subsections a form provided by the Company (iiwhich General Release shall not affect any rights Employee may have under COBRA or under any vested award previously issued to Employee by the Company under any Company benefit plan) through assuming such General Release is not revoked during such seven (iv7) above day period and assuming Employee is not in breach of this Agreement. Employee understands that if the conditions set forth in the preceding sentence are not met, Employee shall immediately cease, and not be entitled to a Bonus or any payments of Base Salary relating to periods of time following the effective date of the termination of Employee’s employment under this Section 6(c) or otherwise. The Company shall have no further obligations to Employee with respect theretounder this Agreement. Notwithstanding any other provision in this Agreement to the contrary, in by notice to Employee during the event that Employee breaches Post-Employment Payment Period, the Company may elect to continue to pay Employee’s Base Salary for any provision additional period ending no later than the second anniversary of Section 9 hereof. Following such the effectiveness of termination of Employee’s employment hereunder by the Company without Cause, except as set forth in this Section 8(dCause (“Continuing Payment Period”), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to the Severance Multiplier multiplied by the sum of his then current Base Salary and Annual Bonus (determined using any established the target Annual Bonus if such termination occurs during the fiscal year in which the Closing Commencement Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Commencement Date falls), payable in substantially equal monthly installments over the period commencing on the date of termination and ending on the date that is one day prior to two and one-half months following the end of the Company’s fiscal year in which such termination occurs (the “Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code”);
(iv) Continuation of participation under the Company’s health and other insurance plans during for a period of years equal to the Severance TermMultiplier, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term two (2) year period immediately following such termination (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Allied World Assurance Co Holdings LTD)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without CauseSubject to the foregoing provisions of this Section 6, effective upon Employee’s receipt if during the term of written notice of such termination. In the event Employee’s employment is terminated by this Agreement the Company terminates Employee's employment without Cause (other than due to death or Disability)cause, Employee shall be entitled tothen in such case:
(i) The Accrued ObligationsCompany shall continue to pay to Employee, or to Employee's personal representative(s) in the case of his subsequent death, Employee's Base Salary for a period equal to the greater of (A) the remainder of the Initial Term or (B) eighteen (18) months, less the number of days elapsed from the notice of non-renewal, if any, given by the Company or Employee, which payments shall be made in installments as provided in Section 3(a) hereof;
(ii) Any unpaid Annual Bonus All warrants and options to purchase common stock of the Company theretofore granted to Employee, including, without limitation, any stock option granted under the Option Plan, shall immediately become fully vested and exercisable, notwithstanding any existing or hereafter-enacted provision to the contrary in any warrant or option plan under which the same were granted;
(iii) The Company shall, during the period it is obligated to continue payments under paragraph (i) of this subsection (e), maintain in effect for Employee, to the extent described below, all group insurance (including life, health, accident and disability insurance) and all other employee benefit plans, programs or arrangements (but excluding qualified retirement plans) in which Employee was participating immediately preceding such termination, with the cost of the same paid or shared to the same extent as paid or shared from time to time with respect to other senior executive officers of the Company; provided, however, that in the event that prior to the expiration of such period Employee accepts similar employment elsewhere with substantially similar benefits, Employee shall be entitled to such benefits only through the date of such new employment;
(iv) All insurance or other provisions for indemnification and defense of officers or directors of the Company which are in effect on the date of termination of Employee's employment hereunder shall continue for the benefit of Employee with respect to all of his acts or omissions while an officer or director, as fully and completely as if such termination had not occurred, until the final expiration or running of all periods of limitation for actions which may be applicable to such acts or omissions;
(v) Without further action by the Company, Employee shall receive, beginning at age sixty-five (65), payments from the Company equal to the excess, if any, of (A) the monthly amount to which Employee would have been entitled, had Employee been employed by the Company for three (3) years, as a supplemental retirement benefit under any completed fiscal year supplemental retirement benefit arrangement in effect for Employee, over (B) any amounts actually payable to Employee under such arrangement, which has ended payments by the Company shall be made at the same times, for the same duration and in the same manner as any benefits payable under any such arrangement. In the event that Employee's participation in any of the foregoing plans, programs or arrangements contemplated by this subsection (e) is discontinued or the benefits thereunder are materially reduced during such period, the Company shall provide Employee with benefits substantially similar to those to which Employee was entitled immediately prior to the date of such terminationhis termination of employment, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but extent and for the periods specified in no event later than the last day this subsection (e). Upon expiration of the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to the sum period of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date fallscoverage provided hereunder, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) Employee shall be deemed provided with the opportunity to be a separate payment for purposes have assigned to him at no cost and with no apportionment of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other prepaid premiums any assignable insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment owned by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementof its subsidiaries and relating specifically to Employee.
Appears in 1 contract
Sources: Employment Agreement (Commerce Security Bancorp Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 21/2 months following of the last day of fiscal year in which such termination occurred;
(iii) Annual Bonus for the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time it the Annual Bonus would otherwise be have been paid pursuant to Employee Section 4(b) above had no such termination not occurred, but in no event later than one day prior to the date that is 21/2 months following of the last day of the Company’s fiscal year in which such termination occursoccurred;
(iiiiv) An amount equal to the sum Continuation of his then current payment of Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls)Severance Term, payable in substantially equal monthly installments over accordance with the Severance TermCompany’s regular payroll practices, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A 409 A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) VestingContinuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the number of equity-based awardsevent that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, if anyin any capacity, which would otherwise have vested any other business or entity during the Severance Term Term; provided, however, that to the extent that the applicable Company health plan is self-insured and the right to reimbursement of medical expenses constitutes nonqualified deferred compensation (without regard to any subsequent vesting eventswithin the meaning of Section 409A of the Code), such expense reimbursement shall be made by the Company no later than the last day of the taxable year following the taxable year in which such expense was incurred by Employee. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in subsections clauses (ii) through ), (iii), (iv), and (v) above shall immediately ceaseterminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s 's employment at any time without Cause, effective upon Employee’s 's receipt of written notice of such termination. In the event Employee’s 's employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to 93.75% (or if such termination occurs within one year following a Change in Control, 150%) of the sum of his Employee's then current Base Salary and Annual Bonus (determined using any established the greater of (A) the target Annual Bonus if such termination occurs during for the fiscal year in which such termination occurs, or (B) the Closing Date falls, and using the highest actual Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date fallssuch termination occurs), payable such amount to be paid in substantially equal monthly installments over the Severance Term, it being agreed that each installment in accordance with the company's then-regular payroll practices;
(iv) Upon the expiration of the Restricted Period, and subject to Employee's compliance during such period with the terms and conditions of this Agreement, a lump sum amount equal to 31.25% (or if such termination occurs within one year following a Change in Control, 50%) of the sum of Employee's then current Base Salary and Annual Bonus payable hereunder (determined using the greater of (A) the target Annual Bonus for the fiscal year in which such termination occurs, or under Section 8(e(B) shall be deemed to be a separate payment the actual Annual Bonus for purposes of Section 409A of the Codefiscal year in which such termination occurs);
(ivv) A pro rata Annual Bonus (determined using the target Annual Bonus for the fiscal year in which such termination occurs) based on the number of days elapsed from the commencement of such fiscal year through and including the date of such termination, such amount to be paid within five (5) business days of such termination;
(vi) Continuation of participation the health benefits provided to Employee and his covered dependants under the Company’s Company health and other insurance plans during as of the date of such termination at the same cost applicable to active employees until the earlier of: (A) the expiration of the Severance Term, or if such continued participation in is not permissible, provide (B) the date Employee commences employment with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Companyany Person; and
(vvii) Vesting, as of the date of such termination, in of all Awards, other than Awards under the number of equity-based awards, if anyCompany's 2004 Stock Option Incentive Plan (as the same may have been amended or supplemented) (the "2004 Plan"), which would otherwise have vested during shall be governed by the Severance Term (without regard to terms of the 2004 Plan and any subsequent vesting events)related grant agreement. Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (ivv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 8 hereof. Following such termination of Employee’s 's employment by the Company without Cause, except as set forth in this Section 8(d7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such terminationUPON A CHANGE OF CONTROL OR BY EXECUTIVE FOR GOOD REASON AT ANY TIME. In the event Employee’s If Executive's employment is terminated by the Company without Cause (other than due to death as defined in Section 7.8(a)) upon a Change of Control (as defined in Section 7.8 (c)) or Disabilityby Executive for Good Reason (as defined in Section 7.8(e)) at any time, Employee Executive shall be entitled toto receive:
(ia) The Accrued Obligationsseverance compensation equal to his then-current Base Salary under Section 5.1 hereof, payable at such times as his Base Salary would have been paid if his employment had not been terminated, for the remaining Term of this Agreement; provided, however, that Executive's severance compensation to be paid under this Section 7.5 (a) shall not be less than one (1) year of Executive's then-current Base Salary.
(b) a cash lump sum payment in respect of accrued but unused vacation days;
(iic) Any unpaid Annual Bonus in respect all commission bonuses earned by Executive pursuant to any completed fiscal year which has ended prior to Section 5.2(b) of this Agreement for the remainder of the eighteen (18) month period from the date of such terminationlaunch of a product related to transactions arranged by Executive or by personnel under Executive's supervision, such amount to be paid at as the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day case may be.
(d) acceleration of the Company’s fiscal year in which vesting of one hundred percent (100%) of the unvested portion of Executive's stock options or other stock-based awards, together with the right to exercise such termination occursstock options or awards for a period equal to the remaining term for exercising such options or awards under the applicable agreement and/or plan;
(iiie) An amount equal continuation of the insurance provided by the Company pursuant to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable Section 5.4 for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment longer of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company12 months; and
(vf) Vesting, as of the date of such reimbursement for all expenses incurred by Executive pursuant to Section 3 prior to his termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The If the Company may terminate terminates the Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled toto receive, as Employee’s exclusive right and remedy in respect of such termination, the payment of:
(i) The all Accrued Obligations;Obligations (as defined below); plus
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurredthe Company pays its employees bonuses in accordance with its general payroll policies, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;Pro Rata Bonus (as defined below), if any; plus
(iii) An amount severance pay equal to twelve (12) months of the sum Employee’s base salary as of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), of Termination payable in substantially equal monthly installments over accordance with the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;Company’s regular pay schedule; plus
(iv) Continuation Twelve months of participation under the Company’s continued health and other insurance welfare benefit plan coverage following the Date of Termination at active employee levels, if and to the extent the Employee was participating in any such plans during on the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value Date of such Termination and timely elects continuation coverage, in a manner provided that places the Employee in a net economic position that is at least equivalent to remits monthly premiums for the position in which the Employee would have been had such alternative arrangements not been used by the Companyfull cost of any health benefits; andplus
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested a cash payment each month during the Severance Term twelve-month (without regard 12 month) period following the Date of Termination equal to any subsequent vesting events). Notwithstanding the foregoing, full monthly premium for the payments medical and health benefits described in subsections (ii) through clause (iv) above shall immediately cease, and minus the active employee cost of such coverage; provided that in lieu of such payments the Company shall have no further obligations may impute taxable income to the Employee in an amount such that the net amount of taxable income realized in any year, after all applicable withholding, is equal to the amount of such payments that would otherwise be required for such year; plus
(vi) with respect theretoto non-vested equity and non-equity awards, in the event that Employee breaches any provision applicable plans and award agreements will govern vesting, exercise periods and payments due under such applicable plans and award agreements; plus
(vii) three (3) months of Section 9 hereof. Following such termination of Employee’s employment executive-level career transition assistance services by a firm selected by the Company without Cause, except as set forth in this Section 8(d), (including an aggregate cost) with such assistance being commenced by the Employee shall have no further rights to any compensation or any other benefits under this Agreementlater than sixty (60) days following the Employee’s Date of Termination.
Appears in 1 contract
Sources: Severance and Non Competition Agreement (Campbell Alliance, Ltd.)
Termination by the Company Without Cause. (a) The Company may shall have the right to terminate this Agreement and Employee’s employment at any time without Cause, effective cause upon 10 days’ written notice to Employee. If the Company terminates this Agreement and Employee’s receipt employment without cause pursuant to this Section 2.3, Employee shall receive his Base Compensation, as that term is defined in Section 3.1 of written notice this Agreement, for the remainder of the then current term of this Agreement, and shall be entitled to continue pre-existing coverage for himself and any dependents under any applicable medical plans described in Section 3.4 of this Agreement for the remainder of the then current term of this Agreement as long as the Employee continues to make the same monthly payments and copayments which would have been applicable if the Employee’s employment had not been terminated. Upon such termination, Employee shall not receive any further compensation pursuant to Sections 3.2, 3.3 or the non-medical benefits described in Section 3.4 of this Agreement except as required by the terms of such terminationbenefit plans. In the event Employee’s employment is terminated by of termination without cause, Employee acknowledges that the Company without Cause (shall have no liability to the Employee whatsoever other than due its obligation to death or Disability)pay his Base Compensation and to provide continuation of coverage under any applicable medical plans for the remainder of the then current term of this Agreement, and subsequently to provide the Employee shall with medical benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985 as amended (“COBRA”) and other benefits to which the Employee may be entitled tounder the terms of any benefit plan or arrangement in accordance with the terms thereof notwithstanding termination of his employment.
(b) Notwithstanding paragraph (a) above, Section 2.4 below or any other provision of this Agreement to the contrary:
(i) No payments of Base Compensation shall be made to the Employee with respect to the period beginning with his date of termination of employment until the first day of the seventh month which begins after the date of termination of employment or, if earlier, the first day of the month following the Employee’s death. The Accrued Obligations;payments which would otherwise have been made for the period from the date of termination of employment until the date benefits commence under the preceding sentence had this paragraph (b)(1) not existed, shall be accumulated and paid in a lump sum on the first day of the seventh month following termination of employment or, if earlier, the first day of the month following the Employee’s date of death. The payments (other than the payments described in the preceding sentence) which commence on the first day of the seventh month following the Employee’s termination shall be in the same amount as if payments had started on the date payments would have commenced under paragraph (a) above if this paragraph (b)(1) did not exist.
(ii) Any unpaid Annual Bonus Employee shall pay the full cost of coverage under the applicable medical plans described in respect to any completed fiscal year which has ended prior to paragraph(a) above (including both the normal Employee share and the Company share) during the first six months after the date of the Employee’s termination of employment. Employee shall then be reimbursed for the cost of such termination, such amount to be paid at coverage on the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last first day of the Companyseventh month following the Employee’s fiscal year in which such termination occurs;
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events)employment. Notwithstanding the foregoingpreceding sentence, however, if the provision of medical benefits coverage pursuant to paragraph (a) above would be discriminatory within the meaning of Section 105(h) of the Internal Revenue Code, then to the extent necessary to prevent such discrimination, the payments Employee shall pay the full cost of such coverage (including both the normal Employee and benefits described in subsections (iiCompany share) through (iv) above and shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment not be reimbursed by the Company without Causefor doing so.
(c) In order to facilitate compliance with Section 409(A) of the Internal Revenue Code, except as set forth in the Company and the Employee shall neither accelerate nor defer or otherwise change the time at which any payment due under this Section 8(d), 2.3 is to be made and the Employee shall not be considered to have no further rights had a termination of employment until the Employee is considered to any compensation or any other benefits under this Agreement.have a had a separation from service within the meaning of Code Section 409A.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to of any completed fiscal year which that has ended prior to the date of such termination, such which amount to shall be paid at the same such time it would otherwise be annual bonuses are paid to Employee had no such termination occurredother senior executives of the Company, but in no event later than the date that is 2 1/2 months following the last day of the Company’s fiscal year in which such termination occursoccurred;
(iii) Continued payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices; and
(iv) An amount (net of any applicable taxes) equal to the sum “applicable percentage” of his then current Base Salary the monthly COBRA premium cost that Employee (and Annual Bonus Employee’s covered dependents) would be required to pay to continue to participate in the Company’s health plans during the Severance Term, if they elected coverage (determined using any established target Annual Bonus if such termination occurs during based on the fiscal year COBRA premiums in which effect as of the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date fallsdate of termination), payable in substantially equal monthly installments over during the Severance Term; provided, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed the payments pursuant to be a separate payment for purposes of Section 409A of the Code;
this clause (iv) Continuation shall cease earlier than the expiration of participation under the Severance Term in the event that Employee becomes eligible to receive any health benefits with a subsequent employer during the Severance Term. The “applicable percentage” shall be the percentage of Employee’s (and Employee’s covered dependents’) premium costs that Employee was required to pay (including through customary deductions from Employee’s paycheck) to participate in the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections clauses (ii) through ), (iii), and (iv) above shall shall, subject to delivery of written notice from the Company and an opportunity to address the Board within five (5) business days following receipt of such notice, immediately ceaseterminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereofthe Non-Interference Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.
Appears in 1 contract
Termination by the Company Without Cause. The Notwithstanding any other provision of this Agreement, the Company may terminate Employee’s the Executive's employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee at any time during the Term of Employment by giving written notice to the Executive that the Company intends to terminate his or her employment without Cause. In the event that the Company terminates the Executive's employment without Cause, the Executive shall be entitled entitled, in consideration of the Executive's obligations under Section 10 and in lieu of any other compensation and benefits whatsoever, to:
(ia) The Accrued Obligationsa payment amount equal to two (2) times the Executive's annualized Base Salary, at the rate in effect at the time of his or her termination, which shall be paid out in equal installments for the duration of the Restriction Period at the same frequency as the Company's regular payroll payments;
(iib) Any earned but unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to Base Salary through the date of termination of employment;
(c) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which termination occurs, but not yet paid;
(d) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in written plan documents and agreements;
(e) reimbursement for expenses incurred but not paid prior to such terminationtermination of employment pursuant to Section 5.1;
(f) an amount equal to any accrued but unused vacation or other paid time off as of the termination of employment;
(g) such rights to other benefits as may be provided in applicable written plan documents and agreements of the Company, including, without limitation, documents and agreements defining stock option rights, restricted stock rights and applicable employee benefit plans and programs, according to the terms and conditions of such amount documents and agreements, and as further set forth in Sections 4.1 and 4.2 of this Agreement;
(h) continuation of the Executive's primary group health insurance (excluding Exec-U-Care or substitute benefits), at the Company's expense, for eighteen (18) months after the termination of employment or, at the Company's option, payment to the Executive of the economic equivalent thereof, which shall constitute the provision of COBRA benefits to the Executive; and
(i) any and all amounts owed by the Company under Sections 6.5(b), 6.5(c), 6.5 (e) and 6.5(f) shall be paid by the Company within sixty (60) days of the date of termination of employment. Any and all amounts owed by the Company under Sections 6.5(d), 6.5(g) and 6.5(h) shall be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
sixty (iii60) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of days following the date of such termination, in termination or the number of equity-based awards, if any, which would otherwise have vested during date(s) specified under the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation applicable written plan documents or any other benefits under this Agreementagreements.
Appears in 1 contract
Sources: Executive Employment Agreement (Ameristar Casinos Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Commencement Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Commencement Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s or the applicable member of the Company Group’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the CompanyCompany or the applicable member of the Company Group; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company and any member of the Company Group shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Allied World Assurance Co Holdings LTD)
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time without Cause, effective upon EmployeeExecutive’s receipt of written notice of such termination. In Subject to Section 8(h) below, in the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to of any completed fiscal year which that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to achievement of the applicable performance objectives for the fiscal year of the Company in which Executive’s termination occurs, as determined by the Compensation Committee, payment of the Annual Bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, such amount to be paid at the same time it would otherwise be paid to Employee Executive had no such termination occurred, but in no event later than the date that is 2½ months following the last day of the Company’s fiscal year of the Company in which such termination occurs;
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Codeoccurred;
(iv) Continuation Continued payment of participation under the Company’s health and other insurance plans Base Salary during the Severance Term, or if such continued participation payable in is not permissible, provide Employee accordance with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company’s regular payroll practices; and
(v) VestingTo the extent permitted by applicable law without any penalty to Executive or any member of the Company Group and subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of each month of the Severance Term, the Company will pay Executive an amount equal to the “applicable percentage” of the monthly COBRA premium cost; provided, that the payments pursuant to this clause (vi) shall cease earlier than the expiration of the Severance Term in the event that Executive becomes eligible to receive any health benefits, including through a spouse’s employer, during the Severance Term. For purposes hereof, the “applicable percentage” shall be the percentage of Executive’s health care premium costs covered by the Company as of the date of such termination, in . Amounts paid by the number Company will be taxable to the extent required to avoid adverse consequences to Executive or the Company under either Section 105(h) of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events)Code or the Patient Protection and Affordable Care Act of 2010. Notwithstanding the foregoing, the payments and benefits described in subsections clauses (ii) through ), (iii), (iv), and (v) above shall immediately ceaseterminate, and the Company shall have no further obligations to Employee Executive with respect thereto, in the event that Employee Executive breaches any provision of Section 9 hereofthe Non-Interference Agreement. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, subject to Section 8(h) below, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event EmployeeIf Executive’s employment is terminated by the Company without Cause (other than due or Executive terminates for Good Reason, executive shall receive the following, subject to death or Disability), Employee shall be entitled to:Section 8(g):
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
(iii) An an amount equal to the sum of his then current Base Salary (A) one times (1x) the Executive’s annual base salary and Annual Bonus (determined using any established B) a pro-rata portion of Executive’s target Annual Bonus if such termination occurs during annual bonus (prorated based on the percentage of the fiscal year that shall have elapsed through the Separation Date), in which each case, as in effect on the Closing Separation Date falls(or, if a reduction in Executive’s annual base salary gave rise to Good Reason under this Agreement, as in effect immediately prior to such reduction) (the “Severance Payment”);
(ii) provided that Executive timely and using properly elects to purchase continued healthcare coverage under COBRA, a monthly amount equal to the highest Annual Bonus employer portion of the monthly premiums paid or payable under the Company’s group health plans as of the Separation Date, for the two immediately period ending on the earliest of (i) the one-year anniversary of the Separation Date, (ii) the date on which Executive becomes covered under another employer’s health plan and (iii) the expiration of the maximum COBRA continuation coverage period for which Executive is eligible under federal law. For the avoidance of doubt, Executive will be responsible for paying the applicable COBRA premiums directly to the Company’s COBRA administrator (the “COBRA Payment”);
(iii) a lump sum amount equal to any earned, but unpaid, Annual Cash Bonus, if any, for the year prior fiscal years for terminations after to the fiscal year in of termination, less taxes and withholdings, which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes payable on the 60th day following Executive’s termination of Section 409A of the Codeemployment;
(iv) Continuation a lump sum amount equal to any earned, but unpaid, Base Salary, if any, through the date of participation under Executive’s termination of employment, less taxes and withholdings, which shall be payable with the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value first payroll after Executive’s termination of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Companyemployment; and
(v) Vesting, as of the date of such termination, in the number of equity-based awardsa lump sum amount equal to any unreimbursed business expenses, if any, which pursuant to and in accordance with Section 7, incurred through the date of Executive’s termination of employment. The Severance Payment and COBRA Payment (to the extent payable as described above) will be paid in substantially equal installments over a period of twelve (12) months following the Separation Date in accordance with the Company’s regular payroll practices, beginning on the Company’s first regular payroll date following the date that the Separation Agreement (as defined below) becomes fully effective and irrevocable (and the first installment will include all amounts that would otherwise have vested during been paid on the Severance Term (without regard regular payroll dates of the Company following the Separation Date prior to any subsequent vesting eventssuch date). Notwithstanding the foregoing, the payments and benefits except as described in subsections Section 13(h) below; provided, however, to the extent any severance payments or benefits that Executive was entitled to receive under this Agreement were subject to Section 409A (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, as determined in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment good faith by the Company without Causewith the advice of outside counsel), except as the Severance Payment shall be paid on the schedule set forth in this the Existing Agreement to the extent required to prevent any accelerated or additional tax or adverse consequences under Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.409A.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred;
(iii) The Applicable Severance Benefits, but payable (x) as to 75% thereof in no event later than substantially equal installments over the last day of Severance Term, in accordance with the Company’s regular payroll practices, and (y) as to 25% thereof, subject to Employee’s compliance during the Restricted Period with the terms and conditions of this Agreement, in a lump sum upon the expiration of such period; provided, however, that notwithstanding the payment schedule set forth above in this subsection (iii), that portion of the Applicable Severance Benefits remaining unpaid as of December 31, 2017, following such termination shall be paid to Employee, subject to Section 8(m) below, in a lump sum on December 31, 2017; provided further, however, that Employee shall not be entitled to any amounts pursuant to this Section 8(d)(iii) to the extent Employee received any benefits pursuant to Section 8(l) below prior to such termination;
(A) An amount equal to 75% of Employee’s Annual Bonus (determined using the greater of (A) the target Annual Bonus for the fiscal year in which such termination occurs and (B) the actual Annual Bonus for the fiscal year in which such termination occurs;
) (iii) An or if such termination occurs within one year following a Change in Control, an amount equal to the sum of his then (x) 75% of Employee’s then-current Base Salary plus (y) 150% of Employee’s Annual Bonus (determined in the same manner as set forth above)), such amount to be paid in substantially equal installments over the Severance Term in accordance with the Company’s regular payroll practices; and (B) Upon the expiration of the Restricted Period, and subject to Employee’s compliance during such period with the terms and conditions of this Agreement, a lump sum amount equal to 25% of Employee’s Annual Bonus (determined using any established the greater of (A) the target Annual Bonus if such termination occurs during for the fiscal year in which such termination occurs and (B) the Closing Date falls, and using the highest actual Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which such termination occurs) (or if such termination occurs within one year following a Change in Control, an amount equal to the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment sum of (x) 25% of Employee’s then-current Base Salary and plus (y) 50% of Employee’s Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of (determined in the Codesame manner as set forth above));
(ivv) Continuation A pro rata Annual Bonus (determined using the target Annual Bonus for the fiscal year in which such termination occurs) based on the number of participation days elapsed from the commencement of such fiscal year through and including the date of such termination, such amount to be paid within five (5) business days of such termination;
(vi) To the extent permitted by applicable law and without penalty to the Company, (A) continuation of the health benefits provided to Employee and his covered dependants under the Company’s Company health and other insurance plans during as of the date of such termination at the same cost applicable to active employees until the earlier of: (1) the expiration of the Severance Term, or if such continued participation (2) the date Employee commences employment with any Person, and (B) following the expiration of the continuation period in is not permissible(A) above, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used extent permitted by the Company’s health care insurance provider and to the extent such coverage would not result in a material increase in the premium cost to the Company or its Affiliates, Employee shall be entitled to continue participating in the Company’s (or, in the discretion of the Company, an Affiliate’s) health plans (as in effect from time to time) in respect of Employee and his covered dependents, at Employee’s sole expense and availability of coverage in accordance with the policies of the insurance provider, until the earliest to occur of (x) the date Employee (or a covered dependent, as applicable) attains age 65; provided, that, in the event that a covered dependent turns 65, Employee’s ability to maintain coverage under the Company’s or Affiliate’s health plans shall only terminate with respect to Employee’s covered dependent, (y) the date on which Employee (or a covered dependent, as applicable) becomes eligible to receive coverage under any other health plan provided by a new employer; provided, that, in the event that a covered dependent receives coverage under any other such health plan, Employee’s ability to maintain coverage under the Company’s or Affiliate’s health plans shall only terminate with respect to such covered dependent, and (z) the date on which Employee breaches any of the terms of this Agreement; and
(vvii) (A) Vesting, as of the date of such termination, of all Awards, other than (1) Awards under the Company’s 2004 Stock Option Incentive Plan (as the same may have been amended or supplemented) (the 2004 Plan”), the vesting of which shall continue to be governed by the terms of the 2004 Plan and any related grant agreement, and (2) Awards that as of their date of grant were subject to both service- and performance-based vesting requirements, which shall remain outstanding through the last day of the applicable performance periods, without regard for the termination of Employee’s employment, and shall vest (or fail to vest and be forfeited) based on the level of actual attainment of performance goals at such time or times as would have been the case had the service vesting provisions continued to apply and Employee remained employed through all applicable service vesting periods; provided, however, the eligibility for continued vesting based on performance shall immediately cease, and all Awards shall be forfeited, in the number event that Employee violates any provision of equitythe restrictive covenants set forth herein, and (B) any Awards that are stock options shall remain outstanding until the earliest of (x) exercise, (y) the expiration of the original term, and (z) the six-based awards, if any, which would otherwise have vested during month anniversary of the Severance Term (without regard to any subsequent vesting events)date of Employee’s termination. Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (ivvii) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time without Cause, effective upon Employee’s receipt delivery to Executive of written notice of such termination. In the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to of any completed fiscal year which that has ended prior to the date of such termination, such which amount to shall be paid at the same such time it would otherwise be annual bonuses are paid to Employee had no such termination occurredother senior executives of the Company, but in no event later than the date that is two and one-half (21/2) months following the last day of the Company’s fiscal year in which such termination occurred;
(iii) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs;, an amount equal to (A) the Annual Bonus otherwise payable to Executive for the fiscal year in which such termination occurred, assuming Executive had remained employed through the applicable payment date (and assuming any applicable subjective performance conditions have been satisfied at target), multiplied by (B) a fraction, the numerator of which is the number of days elapsed from the commencement of such fiscal year through the date of such termination and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), as applicable), which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is two and one-half (21/2) months following the last day of the fiscal year in which such termination occurred; provided, however, if such termination is a CIC Qualified Termination, (x) any applicable performance objectives shall be deemed satisfied at target, and (y) the amount referenced in clause (A) above shall instead be the Target Annual Bonus.
(iiiiv) An amount equal to the Severance Multiplier times the sum of his then current Base Salary and the Target Annual Bonus (determined using any established target Annual Bonus if Bonus, such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus amount to be paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments payments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under in accordance with the Company’s health and other insurance plans during the Severance Termregular payroll practices; provided, or however, if such continued participation termination is a CIC Qualified Termination, such amount shall instead be payable in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value a single lump sum within five (5) days of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Companytermination; and
(v) VestingSubject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, as of on the first regularly scheduled payroll date of such termination, in the number of equity-based awards, if any, which would otherwise have vested each month during the Severance Term, payment of an amount equal to the difference between the monthly COBRA premium cost and the monthly contribution paid by active employees for the same coverage; provided, that the payments described in this clause (v) shall cease earlier than the expiration of the Severance Term (without regard in the event that Executive becomes eligible to receive any health benefits as a result of subsequent vesting events)employment or service during the Severance Term. Notwithstanding the foregoing, the payments and benefits described in subsections clauses (ii) through (ivv) above shall immediately ceaseterminate, and the Company shall have no further obligations to Employee Executive with respect thereto, in the event that Employee Executive materially breaches any provision of set forth in Section 9 hereof. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d7(e), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The If the Company may terminate terminates the Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled toto receive, as Employee’s exclusive right and remedy in respect of such termination, the payment of:
(i) The all Accrued Obligations;Obligations (as defined below); plus
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurredthe Company pays its employees bonuses in accordance with its general payroll policies, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;Pro Rata Bonus (as defined below), if any; plus
(iii) An amount severance pay equal to twelve (12) months of the sum Employee’s base salary as of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls)of Termination, payable in substantially equal monthly installments over accordance with the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;Company’s regular pay schedule; plus
(iv) Continuation Twelve (12) months of participation under the Company’s continued health and other insurance welfare benefit plan coverage following the Date of Termination at active employee levels, if and to the extent the Employee was participating in any such plans during on the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value Date of such Termination and timely elects continuation coverage, in a manner provided that places the Employee in a net economic position that is at least equivalent to remits monthly premiums for the position in which the Employee would have been had such alternative arrangements not been used by the Companyfull cost of any health benefits; andplus
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested a cash payment each month during the Severance Term twelve-month (without regard 12 month) period following the Date of Termination equal to any subsequent vesting events). Notwithstanding the foregoing, full monthly premium for the payments medical and health benefits described in subsections (ii) through clause (iv) above shall immediately cease, and minus the active employee cost of such coverage; provided that in lieu of such payments the Company shall have no further obligations may impute taxable income to the Employee in an amount such that the net amount of taxable income realized in any year, after all applicable withholding, is equal to the amount of such payments that would otherwise be required for such year, plus
(vi) with respect theretoto non-vested equity and non-equity awards, in the event that Employee breaches any provision applicable plans and award agreements will govern vesting, exercise periods and payments due under such applicable plans and award agreements; plus
(vii) three (3) months of Section 9 hereof. Following such termination of Employee’s employment executive-level career transition assistance services by a firm selected by the Company without Cause, except as set forth in this Section 8(d), (including an aggregate cost) with such assistance being commenced by the Employee shall have no further rights to any compensation or any other benefits under this Agreementlater than sixty (60) days following the Employee’s Date of Termination.
Appears in 1 contract
Sources: Severance and Non Competition Agreement (Inventiv Health Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal year in which such termination occurred;
(iii) Annual Bonus for the fiscal year of termination, pro-rated for the period of service in the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time it the Annual Bonus would otherwise be have been paid to Employee had no such termination not occurred, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the Company’s fiscal year in which such termination occursoccurred;
(iiiiv) An amount equal to the sum Continuation of his then current payment of Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls)Severance Term, payable in substantially equal monthly installments over accordance with the Severance TermCompany’s regular payroll practices, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) VestingContinuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the number of equity-based awardsevent that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, if anyin any capacity, which would otherwise have vested any other business or entity during the Severance Term Term; provided, however, that to the extent that the applicable Company health plan is self-insured and Employee qualifies as a “highly compensated individual” (without regard within the meaning of Section 1OS (h) of the Code), such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to any subsequent vesting events)be paid by Employee pursuant to clause (A) above. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in subsections clauses (ii) through ), (iii), (iv), and (v) above shall immediately ceaseterminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 4 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d3(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Sources: Non Interference and Severance Agreement (United Maritime Group, LLC)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled toto the following, subject to adjustment under Section 8(i) below:
(i) The the Accrued Obligations;
(ii) Any any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than two and one-half months following the last day end of the Company’s fiscal year in to which such termination occursthe Annual Bonus relates;
(iii) An an amount equal to the Severance Multiplier multiplied by the sum of his then current Employee’s Base Salary and Annual Bonus (determined using any established plus target Annual Bonus if such termination occurs during amount for the fiscal year in during which the Closing Date fallssuch termination occurs, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), such amount to be payable in substantially equal monthly installments over during the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of in accordance with the CodeCompany’s regular payroll practices;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent an additional amount equal to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company$45,000; and
(v) Vestingnotwithstanding any provision of any equity plan of the Company or applicable equity grant agreement to the contrary, all equity awards that have not otherwise vested shall vest, and applicable restrictions shall lapse, immediately upon such termination. For purposes of this subsection (d) only, the delivery of a Notice of Non-Extension by the Company to Employee during the two (2) year period following a Change in Control shall be deemed to constitute a termination without Cause, such that upon receipt of such Notice of Non-Extension by Employee, Employee shall be deemed to have waived the required notice period set forth in Section 2 above, and Employee’s employment hereunder shall be deemed to heave been terminated without Cause as of the date of receipt of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events)notice. Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 10 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Medassets Inc)
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time without Cause, effective upon EmployeeExecutive’s receipt of thirty (30) days written notice of such termination. In the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to of any completed fiscal year which that has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than the date that is 2½ months following the last day of the fiscal year in which such termination occurred;
(iii) Subject to achievement of the applicable performance objectives for the fiscal year of the Company in which Executive’s termination occurs, as determined by the Compensation Committee, payment of the Annual Bonus that would otherwise have been earned in respect of the fiscal year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, such amount to be paid at the same time it would otherwise be paid to Employee Executive had no such termination occurred, but in no event later than the date that is 2½ months following the last day of the Companyfiscal year of the Company in which such termination occurred; provided, that in the event the termination of Executive’s employment occurs during the Protected Period, Executive shall be entitled to receive payment of the target Annual Bonus that would otherwise have been earned in respect of the fiscal year in which such termination occursoccurred, pro-rated to reflect the number of days Executive was employed during such fiscal year, assuming target level of performance was achieved, such amount to be paid in a lump sum on the first regularly scheduled payroll date following the sixtieth (60th) day following the date of Executive’s termination of employment hereunder;
(iiiiv) An amount equal to two (2) times the sum of Executive’s Base Salary plus target Annual Bonus for the fiscal year during which such termination occurs, payable in a lump sum on the first regularly scheduled payroll date following the sixtieth (60th) day following the date of Executive’s termination of employment hereunder;
(v) In the event the termination of Executive’s employment occurs during the Protected Period, an additional amount equal to the sum of his then current Executive’s Base Salary and Annual Bonus (determined using any established plus target Annual Bonus if such termination occurs during for the fiscal year during which such termination occurs, in which consideration for Executive’s undertakings set forth in the Closing Date fallsNon-Interference Agreement, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls)subject to compliance therewith, payable in substantially equal monthly installments over a lump sum on the Severance Term, it being agreed that each installment first regularly scheduled payroll date following the sixtieth (60th) day following the date of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes Executive’s termination of Section 409A of the Codeemployment hereunder;
(ivvi) Continuation To the extent permitted by applicable law without any penalty to Executive or any member of participation the Company Group and subject to Executive’s election of COBRA continuation coverage under the Company’s group health and other insurance plans plan, on the first regularly scheduled payroll date of each month of the Continuation Period, the Company will pay Executive an amount equal to the “applicable percentage” of the monthly COBRA premium cost; provided, that the payments pursuant to this clause (vi) shall cease earlier than the expiration of the Continuation Period in the event that Executive becomes eligible to receive health benefits, including through a spouse’s employer; provided, however, that in the event the termination of Executive’s employment occurs during the Severance TermProtected Period and such other health plan excludes any pre-existing condition that Executive or Executive’s dependents may have when coverage under such health plan would otherwise begin, the Company’s obligations under this clause (vi) shall continue with respect to such pre-existing condition until the earlier of (A) the date that such exclusion under such other health plan lapses or if such continued participation in is not permissibleexpires or (B) the Continuation Period. For purposes hereof, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value “applicable percentage” shall be the percentage of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used Executive’s health care premium costs covered by the Company; and
(v) Vesting, Company as of the date of termination. Amounts paid by the Company on behalf of Executive pursuant to this clause (vi) shall be imputed to Executive as additional taxable income to the extent required to avoid adverse consequences to Executive or the Company under either Section 105(h) of the Code or the Patient Protection and Affordable Care Act of 2010; provided that, if such terminationimputation does not prevent the imposition of an excise tax under, or the violation of, the Patient Protection and Affordable Care Act (as amended by the Health Care and Education Reconciliation Act of 2010 and as amended from time to time), including, without limitation, Section 4980D of the Code, the Company shall no longer provide such medical and dental benefits to Executive, but shall provide Executive with cash payments of equivalent value;
(vii) Outplacement services for a period of twelve (12) months following the date of Executive’s termination of employment hereunder, at a level commensurate with Executive’s position in accordance with the Company’s practices as in effect from time to time, in an amount not to exceed $50,000. These services will be provided by a national firm whose primary business is outplacement assistance, selected by the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events)Company. Notwithstanding the foregoingabove, the if Executive accepts employment with another employer, these outplacement benefits shall cease. The payments and benefits described in subsections clauses (ii) through (ivii)-(vii) above shall immediately ceaseterminate, and the Company shall have no further obligations to Employee Executive with respect thereto, and Executive shall promptly repay to the Company any “applicable amount,” in the event that Employee Executive materially breaches any provision of Section 9 the Non-Interference Agreement. For purposes hereof, the “applicable amount” shall be the payments or benefits paid or provided to Executive pursuant to clauses (ii)-(vii) above, or, in the event the termination of Executive’s employment occurs during the Protected Period, only the payments and benefits described in clause (v) above, in each case, multiplied by a fraction, the numerator of which shall be the number of days remaining in the twenty-four (24) month period commencing on the date of the termination of the Employment Period for any reason at the time of Executive’s material breach of the Non-Interference Agreement, and the denominator of which shall be 730. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits. For purposes of this Agreement, a termination of Executive’s employment upon expiration of the Term following a following a notice of non-extension provided by the Company to Executive pursuant to Section 2 shall be deemed to be a termination of Executive’s employment by the Company without Cause.
Appears in 1 contract
Sources: Employment Agreement (Medassets Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s 's employment is terminated by the Company without Cause (pursuant to Section 5(e) for reasons other than due death, Total Disability or Cause, and provided that subsection vi of this Section 6(d) does not apply, the Company shall pay the following amounts to death or Disability), Employee shall be entitled toEmployee:
(i) The Accrued Obligations;Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination.
(ii) Any unpaid Annual Bonus benefits to which Employee may be entitled pursuant to the plans, policies and arrangements referred to in respect Section 4(c) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.
iii) The Base Salary (at the rate in effect as of the date of Employee's termination) which would have been payable to Employee if Employee had continued in active employment until the later of: (a) the period ending on the last day of the Initial Term; or (b) the end of the 36-month period beginning on the date of Employee's termination. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Employee had remained in active employment until the end of such period. The Employee shall also be eligible for a bonus or incentive compensation payment, to the extent and in the amount bonuses had been paid in the year prior to termination.
iv) Five hundred thousand shares of Biomoda Common Stock.
v) The Company, completely at its expense, will continue for Employee and Employee's spouse and dependents, group health plans, programs or arrangements, in which Employee was entitled to participate at any completed fiscal year which has ended time during the twelve-month period prior to the date of such termination, such amount to be paid at until the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the earlier of: (a) last day of the Company’s fiscal year period during which Employee receives payment in which such termination occurs;
accordance with clause (iii) An amount equal above; (b) Employee's death (provided that benefits payable to Employee's beneficiaries shall not terminate upon Employee's death); or (c) with respect to any particular plan, program or arrangement, the sum date Employee becomes covered by a comparable benefit provided by a subsequent employer.
vi) Employee understands that at the time of signing this Employment Agreement the Company is a development corporation without revenues and as such, from time-to-time may be without operating funds to pay Employee full or partial salary under this Agreement, as defined in Section 5(e) as the Development Period of Company. Employee has no right to compensation or payment during any period of time in the Development Period when the Company lacks operating funds. Furthermore, if Employee terminates his then current Base Salary or her employment relationship with the Company during such a Development Period when the Company lacks operating funds, this contract is void and Annual Bonus his or her rights under this contract and Section 6(d) are similarly void and unenforceable. If and when operating funds become available, the Company shall pay Employee all compensation and back pay due. In the event the Company is sold or transferred, this subsection (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment vi) of Base Salary and Annual Bonus payable hereunder or under Section 8(e6(d) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health void and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementunenforceable.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The the Accrued Obligations;
(ii) Any any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than two and one-half months following the last day end of the Company’s fiscal year in to which such termination occursthe Annual Bonus relates;
(iii) An an amount equal to the Severance Multiplier multiplied by the sum of his then current Employee’s Base Salary and Annual Bonus (determined using any established plus target Annual Bonus if such termination occurs during amount for the fiscal year in during which the Closing Date fallssuch termination occurs, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), such amount to be payable in substantially equal monthly installments over during the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of in accordance with the CodeCompany’s regular payroll practices;
(iv) Continuation payment by the Company of participation under premiums for Employee and his dependents of Employee’s group health insurance COBRA continuation coverage, if so elected, for the lesser of (A) eighteen (18) months following the date of such termination or (B) the number of months remaining in the Term of Employment (assuming no such termination had occurred); provided, however, the Company’s health and other insurance plans during the Severance Term, or if obligation to continue to provide such continued participation in is not permissible, provide payment shall cease when Employee with coverage that is economically equivalent becomes eligible to Employee through alternative arrangements, or the cash value of such coverage, participate in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used plan offered by the Companyhis subsequent employer or his spouse’s employer; and
(v) Vestingnotwithstanding any provision of any equity plan of the Company or applicable equity grant agreement to the contrary, all equity awards that have not otherwise vested shall vest, and applicable restrictions shall lapse, immediately upon such termination. For purposes of this subsection (d) only, the delivery of a Notice of Non-Extension by the Company to Employee shall be deemed to constitute a termination without Cause, such that upon receipt of such Notice of Non-Extension by Employee, Employee shall be deemed to have waived the required notice period set forth in Section 2 above, and Employee’s employment hereunder shall be deemed to have been terminated without Cause as of the date of receipt of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events)notice. Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 10 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Medassets Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment may be terminated at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause. If the Company terminates Employee’s employment without Cause (and other than due to as a result of her death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no and such termination occurred, but in no event later than constitutes a “separation from service” with the last day Company within the meaning of the Company’s fiscal year in which such termination occurs;
(iiiTreasury Regulation Section 1.409A-1(h) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting eventspermissible alternative definition of “termination of employment” thereunder) (a “Termination Without Cause”). Notwithstanding , then the foregoingCompany shall provide the following severance benefits to Employee as her sole severance benefits, provided that Employee’s entitlement to such severance benefits shall be conditioned upon Employee’s execution and delivery to the payments Company of (i) an effective general release of all known and benefits described unknown claims in subsections a form acceptable to the Company by the Release Deadline, and (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination a prompt resignation from all of Employee’s employment positions with the Company; provided, further, if such release does not become effective by the Release Deadline, Employee will forfeit any rights to the severance payments under this Section 5.3:
(a) Continuation of Employee’s then-current base salary for the Applicable Period (such amounts, the “Severance Payments”); provided, however, that no such payments will be made until the 60th day following the termination date, and on such date, Employee will be paid, in a lump sum, the cash severance she would have been paid had the payments commenced on her termination date, with the balance of the continued salary paid thereafter on the Company’s regular payroll pay dates during the Applicable Period; and
(b) provided that Employee timely elects continued group health insurance coverage through federal COBRA law or applicable state law, Employee shall be reimbursed by the Company without Causefor the costs of her COBRA premiums during the Severance Period to the extent her COBRA premiums exceed the costs previously paid by Employee while employed by the Company for her group health insurance coverage, except provided, however, that Employee’s reimbursement for her COBRA premiums shall cease at such time as set forth Employee is eligible for group health insurance coverage with a subsequent employer (the “COBRA Payments”); and
(c) If the termination occurs at any time within twelve (12) months after the consummation date of an Acquisition or an Asset Transfer (both as defined in this Section 8(d5.5), the Restricted Stock shall be subject to accelerated vesting, effective as of the termination date, equal to the number of shares that would have been released from the Company’s Repurchase Option (as defined in the Restricted Stock Purchase Agreement between Employee shall have no further rights to any compensation or any other benefits under this Agreementand Ruckus Wireless, Inc. (formerly Video54 Technologies, Inc.) dated August 17, 2005) if Employee had remained employed with the Company for two (2) years after the date of termination (the “Two Year Option Acceleration”).
Appears in 1 contract
Termination by the Company Without Cause. Termination by the ------------------------------------------------------------ Executive for Good Reason. -------------------------
(a) The Company may terminate Employee’s the Executive's employment at any time without Causefor any reason or no reason, effective upon Employee’s receipt subject to the approval of written notice of such terminationthe Board. In the event Employee’s employment is terminated by If the Company without Cause (other than due to death terminates the Executive's employment and the termination is not covered by Section 4 or Disability)5.1 or the Executive terminates service for "Good Reason", Employee shall be entitled to:
(i) The Accrued Obligations;
the Executive shall receive (w) Annual Salary and other benefits earned under this Agreement but unpaid prior to the termination of the Executive's employment, (x) a pro-rata payment in respect of target bonus accrued through the termination of the Executive's employment, (y) payment in respect of accrued but unused vacation time prior to the termination of the Executive's employment and (z) reimbursement for expenses properly incurred prior to the termination of the Executive's employment; (ii) Any unpaid the Executive shall continue to receive payment of 100% of Annual Bonus Salary (as in effect immediately before such termination) and shall receive reimbursement for his COBRA premiums with respect to any completed fiscal medical and dental benefits for one year which has ended prior to following the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
Executive's employment; and (iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder; provided that the Company's obligations with respect -------- to the payments and benefits provided for in this Section 5.2(a) are conditioned upon the Executive's execution of a Separation Agreement and General Release in the standard form then used by the Company. In addition, upon a termination of the Executive's employment without Cause or the Executive terminates employment for Good Reason, the Executive shall receive (i) payment, at the time awards under the MRP are otherwise paid, of 100% of the MRP award, to the extent not previously paid, and (ii) with the exception of termination of service by the Executive for Good Reason as defined in this Section 5.2(b)(i), payment, at the time that the next installment award under the DRP is otherwise paid, of the next installment award owed under the DRP, which will be determined with individual performance targets treated as if they were fully achieved and based on corporate performance targets actually achieved in respect of that award. It is expressly understood and agreed that any payment made pursuant to this Section 5.2(a) shall be in lieu of any other payments that may otherwise be due to the Executive under any severance or separation agreement, plan, program or policy of the Company.
(b) For purposes of this Agreement, "Good Reason" shall mean (i) a material reduction in the Executive's duties and responsibilities that occurs following the Effective Time (provided that reductions in duties and responsibilities that result from the Company no longer being a public reporting company under the Securities Exchange Act of 1934, shall not constitute, by itself, a material reduction in the Executive's duties and responsibilities), (ii) a material breach by the Company of the terms and provisions of this Agreement, which breach is not cured within 30 days after written notice thereof is provided by the Executive, (iii) the relocation of the Executive's principal place of business, without the consent of the Executive, by more than 35 miles from such principal place of business on the date hereof, (iv) a reduction in the Annual Salary, compensation or aggregate level of benefits provided to the Executive, (v) the failure of the Company to pay compensation and benefits when due, which is not cured promptly after demand for payment by the Executive or (vi) failure of a successor to the Company to assume its obligations under the Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may If the employment of the Executive should terminate Employee’s employment during the Term or any Renewal Term at any time without Cause, effective upon Employee’s receipt the election of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due or by Executive pursuant to death or DisabilitySection 6(e)) (and in each case such termination constitutes a separation from service under Code Section 409A (and the regulations thereunder) of the Internal Revenue Code, as amended) (“Code Section 409A”), Employee then the Company shall be entitled topay all compensation to and benefits on behalf of the Executive as follows:
(i) The Any earned and unpaid Base Salary, Equity Incentive Bonus, Cash Incentive Bonus, Equity Unit and expense reimbursements pursuant to the Agreement that are due and owing to the Executive only up to and including his period of employment preceding his termination date (including pay in lieu of accrued, but unused, vacation) (the “Accrued Obligations”); in addition, the fair value of unvested Equity Units as of that termination date, consistent with the terms of the award;
(ii) Any unpaid Annual The Cash Incentive Bonus and Equity Incentive Bonus at the Maximum Level for both corporate and individual performance for the year in respect to any completed fiscal which the termination of employment occurs, prorated for the portion of such year during which has ended the Executive was employed prior to the effective date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to the sum of his (A) the Executive’s then current annual Base Salary and Annual (B) the sum of the Cash Incentive Bonus and Equity Incentive Bonus (determined using any established target Annual Bonus if such termination occurs during assuming Target level performance in each case) and Equity Units multiplied by (x) the fiscal year remaining years in which the Closing Date falls, and using the highest Annual Bonus paid or payable Initial Term for the two immediately prior fiscal first six years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the CodeInitial Term and (y) 2.99 for each of the remaining years in the Initial Term and each year of the Renewal Term;
(iv) Continuation The sum of participation the amounts payable under subsections (i) - (iii) hereof is referred to herein as the CompanyExecutive’s health “Severance Payment”. If a termination of employment under this Section 7(a) takes place as a consequence of a Change of Control (as set forth in Section 8 and other insurance plans during Annex A hereto), the Severance Term, or if Executive shall receive the benefit described in such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; andAnnex A.
(v) VestingThe Severance Payment shall be paid to the Executive in a single, lump sum cash payment sixty (60) days following the Executive’s separation from service, provided that the Executive has delivered the signed General Release (as defined below) to the Company and the Executive has not revoked the General Release.
(vi) The Company shall allow the Executive to continue to participate in any healthcare, dental, vision, and prescription drug plans in which the Executive participated immediately prior to his termination for a period of two (2) years (the “Severance Period”) to the same extent and upon the same terms as the Executive participated in such plans prior to his termination, provided that the Executive’s continued participation is permissible or otherwise practicable under the general terms and provisions of such benefit plans and programs as they may exist at or after the date of such termination, in the number of equity-based awards, if any, upon which would otherwise have vested during his termination is effective. During the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoingPeriod, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have pay for the Executive’s continued participation in said healthcare, dental, vision, and prescription drug plans, and shall pay the Executive’s life insurance specified in Section 5(d)(iv) policy in full and for the Executive’s reasonable secretarial support. To the extent that continued participation is neither permissible nor practicable, the Company shall take such actions as may be necessary to provide the Executive with substantially comparable benefits (without additional cost to the Executive) outside the scope of such plans, including, without limitation, reimbursing the Executive for his costs in obtaining such coverage, such as COBRA premiums paid by the Executive for himself and/or his eligible dependents, as well as premiums in excess of COBRA coverage. If the Executive engages in regular employment after his termination of employment (whether as an executive or as a self-employed person), any employee benefit and welfare benefits received by the Executive in consideration of such employment which are similar in nature to the healthcare, dental, vision, and prescription drug plans provided by the Company will relieve the Company of its obligation under this Section 7(a)(vi) to provide comparable benefits to the extent of the benefits so received. Notwithstanding any provision of this Agreement to the contrary, no further obligations to Employee payments shall be made by the Company with respect theretoto any coverage period beyond the last day of the Severance Period.
(vii) All Severance Payments are contingent on Executive signing a General Release and Waiver Agreement, substantially in the form attached hereto as Exhibit A (the “General Release”). The Executive’s failure or refusal to sign or his revocation of the General Release shall abrogate the Company’s obligations pursuant to this Agreement and shall relieve the Company of liability to provide Executive any and all pay and/or benefits following the effective date of Executive’s termination.
(viii) The Severance Payment shall be funded to the extent sufficient funds are available from the life insurance benefit attendant to the Executive’s personal life insurance policy paid by the Company, in the event that Employee breaches any provision of Section 9 hereofthe Executive’s death. Following such termination of Employee’s employment by Should the life insurance benefit be insufficient to meet the Severance Payment, the Company without Causeshall pay the difference.
(ix) All Equity Unit awards shall vest immediately, except subject to the conditions of the grant as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementtherein.
Appears in 1 contract
Sources: Employment Agreement (American Realty Capital Properties, Inc.)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (pursuant to Section 5(e) for reasons other than due death, Total Disability or Cause, the Company shall pay the following amounts to death Employee:
i. Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination.
ii. Any benefits to which Employee may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(c) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.
iii. The Base Salary (at the rate in effect as of the date of Employee’s termination) which would have been payable to Employee if Employee had continued in active employment until the later of: (a) the period ending on the last day of the Initial Term; or Disability), (b) the end of the 12-month period beginning on the date of Employee’s termination. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Employee had remained in active employment until the end of such period. The Employee shall also be eligible for a bonus or incentive compensation payment, to the extent bonuses are paid to similarly situated employees, pro-rated for the year in which the Employee is terminated, and paid at the same time as similarly situated employees are paid. During the time of severance, or in no event more than one year after termination of employment, the employee shall not directly or in-directly engage in any business that is a competitor of bioAffinity Technologies.
iv. The Company, completely at its expense, will continue for Employee and Employee’s spouse and dependents, group health plans, programs or arrangements, in which Employee was entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to participate at any completed fiscal year which has ended time during the twelve-month period prior to the date of such termination, such amount to be paid at until the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the earlier of: (a) last day of the Company’s fiscal year period during which Employee receives payment in which such termination occurs;
accordance with clause (iii) An amount equal above; (b) Employee’s death (provided that benefits payable to the sum of his then current Base Salary and Annual Bonus Employee’s beneficiaries shall not terminate upon Employee’s death); or (determined using c) with respect to any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date fallsparticular plan, and using the highest Annual Bonus paid program or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls)arrangement, payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any Employee becomes covered by a comparable benefit provided by a subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementemployer.
Appears in 1 contract
Sources: Employment Agreement (bioAffinity Technologies, Inc.)
Termination by the Company Without Cause. The If the Company may terminate terminates the Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled toto receive, as Employee’s exclusive right and remedy in respect of such termination, the payment of:
(i) The all Accrued Obligations;Obligations (as defined below); plus
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurredthe Company pays its employees bonuses in accordancewith its general payroll policies, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;Pro Rata Bonus (as defined below), if any; plus
(iii) An amount severance pay equal to twelve (12) months of the sum Employee’s base salary as of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), of Termination payable in substantially equal monthly installments over accordance with the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;Company’s regular pay schedule; plus
(iv) Continuation Twelve (12) months of participation under the Company’s continued health and other insurance welfare benefit plan coverage following the Date of Termination at active employee levels, if and to the extent the Employee was participating in any such plans during on the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value Date of such Termination and timely elects continuation coverage, in a manner provided that places the Employee in a net economic position that is at least equivalent to remits monthly premiums for the position in which the Employee would have been had such alternative arrangements not been used by the Companyfull cost of any health benefits; andplus
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested a cash payment each month during the Severance Term twelve-month (without regard 12 month) period following the Date of Termination equal to any subsequent vesting events). Notwithstanding the foregoing, full monthly premium for the payments medical and health benefits described in subsections (ii) through clause (iv) above shall immediately cease, and minus the active employee cost of such coverage: provided that in lieu of such payments the Company shall have no further obligations may impute taxable income to the Employee in an amount such that the net amount of taxable income realized in any year, after all applicable withholding, is equal to the amount of such payments that would otherwise be required for such year; plus
(vi) with respect theretoto non-vested equity and non-equity awards, in the event that Employee breaches any provision applicable plans and award agreements will govern vesting, exercise periods and payments due under such applicable plans and award agreements; plus
(vii) three (3) months of Section 9 hereof. Following such termination of Employee’s employment executive-level career transition assistance services by a firm selected by the Company without Cause, except as set forth in this Section 8(d), (including an aggregate cost) with such assistance being commenced by the Employee shall have no further rights to any compensation or any other benefits under this Agreementlater than sixty (60) days following the Employee’s Date of Termination.
Appears in 1 contract
Sources: Severance and Non Competition Agreement (Inventiv Health Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment may be terminated at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (and other than due to as a result of his death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to . If the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no Company terminates Employee’s employment without Cause and such termination occurred, but in no event later than constitutes a “separation from service” with the last day Company within the meaning of the Company’s fiscal year in which such termination occurs;
(iiiTreasury Regulation Section 1.409A-1(h) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting eventspermissible alternative definition of “termination of employment” thereunder) (a “Termination Without Cause”). Notwithstanding , then the foregoingCompany shall provide the following severance benefits to Employee as his sole severance benefits, provided that Employee’s entitlement to such severance benefits shall be conditioned upon Employee’s execution and delivery to the payments Company of (i) an effective general release of all known and benefits described unknown claims in subsections a form acceptable to the Company by the Release Deadline, and (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination a prompt resignation from all of Employee’s employment positions with the Company; provided, further, if such release does not become effective by the Release Deadline, Employee will forfeit any rights to the severance payments under this Section 5.3:
(a) Continuation of Employee’s then-current base salary for the Applicable Period (such amounts, the “Severance Payments”); provided, however, that no such payments will be made until the 60th day following the termination date, and on such date, Employee will be paid, in a lump sum, the cash severance he would have been paid had the payments commenced on his termination date, with the balance of the continued salary paid thereafter on the Company’s regular payroll pay dates during the Applicable Period; and
(b) provided that Employee timely elects continued group health insurance coverage through federal COBRA law or applicable state law, Employee shall be reimbursed by the Company without Cause, except as set forth in this Section 8(d), for the costs of his COBRA premiums during the Severance Period to the extent his COBRA premiums exceed the costs previously paid by Employee shall have no further rights to any compensation or any other benefits under this Agreement.while employed by the Company for his group health
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate the Employee’s employment under this Agreement without Cause at any time without Causeby giving no less than ninety (90) calendar days’ written notice to the Employee. However, effective upon in the event of the Employee’s receipt Separation from Service (as defined in Section 9(a) below) as a result of written notice of such termination. In the event Employee’s employment is terminated termination by the Company without Cause (other than due Cause, and subject to death or Disability)the provisions of Section 9 below, the Company agrees that it will provide Employee shall be entitled towith all accrued compensation, wages and benefits through the effective date of termination and pay and/or provide to the Employee the following:
(i) The Accrued Obligations;an amount equal to one half (1/2) times the Employee’s then-prevailing Base Salary; plus
(ii) Any unpaid Annual Bonus in six (6) months of COBRA premiums for Employee paid for by the Company (with any such payments to be treated as taxable compensation to the extent necessary to comply with Section 105(h) of the Internal Revenue Code) pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Employee is eligible for COBRA benefits and timely completes all documentation necessary to receive COBRA benefits; plus
(iii) if (x) the effective date of termination is on or before the first anniversary of the effective date of employment and (y) Employee holds any outstanding long-term incentive awards (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards) that are not fully vested and, if applicable, exercisable with respect to any completed fiscal year which has ended all the shares subject thereto effective immediately prior to the date of such termination, then the Company shall cause the portion of such amount outstanding and unvested long-term incentive awards that would otherwise become vested and exercisable in the twelve (12) months following the effective date of termination to become fully vested and, if applicable, exercisable effective immediately prior to the date of termination, and Employee shall have ninety days to exercise any stock options that vest pursuant to this Section. In all other respects, such awards will continue to be paid at subject to the same time it terms and conditions of the plans, if any, under which they were granted and any applicable agreements between the Company and the Employee.
(iv) if (x) the effective date of termination after the first anniversary of the effective date of employment and (y) Employee holds any outstanding long-term incentive awards (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards) that are not fully vested and, if applicable, exercisable with respect to all the shares subject thereto effective immediately prior to the date of termination, then the Company shall cause the portion of such outstanding and unvested long-term incentive awards that would otherwise become vested and exercisable in the twenty-four (24) months following the effective date of termination to become fully vested and, if applicable, exercisable effective immediately prior to the date of termination, and Employee shall have ninety days to exercise any stock options that vest pursuant to this Section. In all other respects, such awards will continue to be paid subject to Employee had no such termination occurred, but in no event later than the last day terms and conditions of the Company’s fiscal year plans, if any, under which they were granted and any applicable agreements between the Company and the Employee. The amounts described in which such termination occurs;
clause (iiii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(eii) shall be deemed paid in two equal lump sum installments, subject to applicable tax withholding, with the first installment to be a separate payment for made within sixty (60) days following the date of the Employee’s Separation from Service and the second installment to be made on the six month anniversary the Employee’s Separation from Service (the “Severance Period”). For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code;
”) (iv) Continuation including, without limitation, for purposes of participation under Treasury Regulation Section 1.409A-2(b)(2)(iii)), the CompanyEmployee’s health right to receive the foregoing installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent distinct payment. Notwithstanding any provision to the position contrary in which this Agreement, no amount shall be paid pursuant to this Section 8(a) unless, on or prior to the Employee would have been had such alternative arrangements not been used by the Company; and
fifty-fifth (v55th) Vesting, as of day following the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoingEmployee’s Separation from Service, the payments Employee has executed an effective waiver and benefits described release of claims agreement (the “Release”) in subsections (ii) through (iv) above shall immediately cease, form and substance acceptable to the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches and any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementapplicable revocation period has expired.
Appears in 1 contract
Termination by the Company Without Cause. The If, during the Term, the Company may terminate terminates Employee’s employment at any time without Cause, effective upon other than for Cause or the occurrence of Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
to continue to receive (i) The Accrued Obligations;
any Bonus (if earned) relating to a fiscal year which was completed before the effectiveness of such termination (payable as set forth in Section 3(b)) and any Base Salary payable in accordance with the provisions of Section 3(a), (ii) Any unpaid Annual any Bonus in respect to any completed for the fiscal year which has ended prior to through the date of effectiveness of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurredextent earned, but in no event later than pro-rated (based on a percentage defined by a fraction, the last day numerator of which is the number of days during the fiscal year prior and through the date of effectiveness of the termination, and the denominator of which is three hundred sixty-five (365)), payable following the completion and filing of the Company’s fiscal year in which such termination occurs;
annual audited financial statements, and (iii) An an amount equal to (I) the sum lesser of his then current (A) Employee’s Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had paid from the date of effectiveness of such alternative arrangements not been used by termination through the Company; and
end of the Term or (vB) Vesting, Employee’s Base Salary in effect as of the date of effectiveness of such termination, or (II) if greater, at least six (6) months of Employee’s Base Salary in effect as of the date of effectiveness of such termination (in the number case of equity-based awardsclause (iii), if anyEmployee’s Base Salary will be paid in periodic payments which correspond to the Company’s regular payroll periods); provided that any payments set out in clauses (i), which would (ii) and (iii) shall only be made so long as Employee is not in breach of this Agreement and shall be net of appropriate tax and other withholdings. In addition, Employee shall become fully vested in any portion of the Restricted Stock Unit Award that has not otherwise have become vested during on or before the Severance Term (date of his termination of employment by the Company without regard to any subsequent vesting events)Cause. Notwithstanding the foregoing, the Company may suspend payments of such Bonus or Base Salary until seven (7) days following the date on which Employee executes and benefits described delivers to the Company a general release of all claims relating to Employee’s employment and termination from employment (the “General Release”) in subsections a form provided by the Company (iiwhich General Release shall not affect any rights Employee may have under COBRA or under any vested award previously issued to Employee by the Company under any Company benefit plan) through assuming such General Release is not revoked during such seven (iv7) above day period and assuming Employee is not in breach of this Agreement. Employee understands that if the conditions set forth in the preceding sentence are not met, Employee shall immediately cease, and not be entitled to a Bonus or any payments of Base Salary relating to periods of time following the effective date of the termination of Employee’s employment under this Section 6(c) or otherwise. The Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate the Employee’s employment under this Agreement without Cause at any time without Causeby giving no less than ninety (90) calendar days’ written notice to the Employee. However, effective upon in the event of the Employee’s receipt Separation from Service (as defined in Section 9(a) below) as a result of written notice of such termination. In the event Employee’s employment is terminated termination by the Company without Cause (other than due Cause, and subject to death or Disability)the provisions of Section 9 below, the Company agrees that it will provide Employee shall be entitled towith all accrued compensation, wages and benefits through the effective date of termination and pay and/or provide to the Employee the following:
(i) The Accrued Obligations;an amount equal to one (1) times the Employee’s then-prevailing Base Salary; plus
(ii) Any unpaid an amount equal to one (1) times the average Annual Bonus paid to the Employee by the Company for the three most recently completed fiscal years in which a cash bonus program covering the Employee was in effect or an Annual Bonus was otherwise paid. For the avoidance of doubt, (A) in the event there are less than three years in which a cash bonus program covering the Employee was in effect, the average Annual Bonus shall be determined solely with respect to such lesser number of years, (B) to the extent the Employee received no Annual Bonus in a year due to the fact that no bonus targets were set or the Company’s Compensation Committee or Board of Directors did not determine whether the bonus targets had been achieved, and not because of a failure to meet applicable performance objectives, such year will not be taken into account in determining the foregoing average, and (C) to the extent the Employee received no Annual Bonus in a year due to a failure to meet the applicable performance objectives, such year will still be taken into account (using zero (0) as the applicable bonus) in determining the foregoing average; plus
(iii) twelve (12) months of COBRA premiums for Employee paid for by the Company (with any such payments to be treated as taxable compensation to the extent necessary to comply with Section 105(h) of the Internal Revenue Code) pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Employee is eligible for COBRA benefits and timely completes all documentation necessary to receive COBRA benefits; plus
(iv) if (x) the effective date of termination is on or after the second anniversary of the effective time of the Merger and (y) Employee holds any outstanding long-term incentive awards (including, without limitation, stock options, stock appreciation rights, phantom shares, restricted stock or similar awards) that are not fully vested and, if applicable, exercisable with respect to any completed fiscal year which has ended all the shares subject thereto effective immediately prior to the date of such termination, then the Company shall cause the portion of such amount outstanding and unvested long-term incentive awards that would otherwise become vested and exercisable in the six (6) months following the effective date of termination to become fully vested and, if applicable, exercisable effective immediately prior to the date of termination, and Employee shall have one hundred and twenty (120) days to exercise any stock options that vest pursuant to this Section. In all other respects, such awards will continue to be paid at subject to the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day terms and conditions of the Company’s fiscal year plans, if any, under which they were granted and any applicable agreements between the Company and the Employee The amounts described in which such termination occurs;
clause (iiii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(eii) shall be deemed paid in two equal lump sum installments, subject to applicable tax withholding, with the first installment to be a separate payment for made within sixty (60) days following the date of the Employee’s Separation from Service and the second installment to be made on the first anniversary the Employee’s Separation from Service (the “Severance Period”). For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code;
”) (iv) Continuation including, without limitation, for purposes of participation under Treasury Regulation Section 1.409A-2(b)(2)(iii)), the CompanyEmployee’s health right to receive the foregoing installment payments shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment shall at all times be considered a separate and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent distinct payment. Notwithstanding any provision to the position contrary in which this Agreement, no amount shall be paid pursuant to this Section 8(a) unless, on or prior to the Employee would have been had such alternative arrangements not been used by the Company; and
fifty-fifth (v55th) Vesting, as of day following the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoingEmployee’s Separation from Service, the payments Employee has executed an effective waiver and benefits described release of claims agreement (the “Release”) in subsections (ii) through (iv) above shall immediately cease, form and substance acceptable to the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches and any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementapplicable revocation period has expired.
Appears in 1 contract
Termination by the Company Without Cause. Termination by Employee for "Good Reason." The Company may may, by delivering 30 days prior written notice to Employee, terminate Employee’s 's employment at any time without Causecause, effective upon Employee’s receipt of and the Employee may, by delivering 30 days prior written notice of to the Company, terminate Employee's employment for "Good Reason," as defined below. If such termination. In the event Employee’s employment is terminated by the Company termination without Cause (other than due to death cause or Disability)for Good Reason occurs, Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
(iii) An amount receive a lump-sum payment equal to the sum of (a) two times the sum of (i) his Base Salary at the then current Base Salary rate and Annual Bonus (determined using any established ii) the sum of the target Annual Bonus if such termination occurs during bonuses under all of the fiscal Company's incentive bonus plans applicable to Employee for the year in which the Closing Date fallstermination occurs and (b) if termination occurs in the fourth quarter of a calendar year, and using the highest Annual Bonus paid or payable sum of the target bonuses under all of the Company's incentive bonus plans applicable to Employee for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over termination occurs prorated daily based on the Severance Term, it being agreed that each installment number of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A days from the beginning of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position calendar year in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of termination occurs to and including the date of such termination. Employee shall also receive all earned but unpaid bonuses for the year prior to the year in which the termination occurs and shall receive (i) for a period of two years following termination of employment, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments continuing coverage and benefits described in subsections comparable to all life, health and disability insurance plans which the Company from time to time makes available to its management executives and their families, (ii) through (iv) above shall immediately ceasea lump-sum payment equal to two times the stipulated flexible perquisites amount pursuant to Section 2(d), and (iii) two years additional service credit under the current non-qualified supplemental pension plans, or successors thereto, of the Company applicable to the Employee on the date of termination. All unvested stock options held by Employee on the date of the termination shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment become immediately vested and all restrictions on restricted stock then held by the Company without Cause, except as set forth in Employee shall terminate. For purposes of this Section 8(d)5 and Section 8, Employee the provisions of such sections shall have no further rights not apply to any compensation or any other benefits awards under this Agreementthe 1998 Performance Incentive Compensation Plan.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event EmployeeIf Executive’s employment is terminated by the Company without Cause (other than due Cause, executive shall receive the following, subject to death or Disability), Employee shall be entitled to:Section 8(g):
(i) The Accrued Obligationsan amount equal to one half of the Executive’s Base Salary on the date of termination, less taxes and withholdings, payable in substantially equal installments over a period of 6 months in accordance with the Company’s normal payroll practices, with payments commencing with the Company’s first payroll after the sixtieth (60th) day following Executive’s termination of employment, and such first payment shall include any such amounts that would otherwise be due prior thereto;
(ii) Any unpaid a pro rata portion of the Target Annual Bonus amount that Executive would have been eligible to receive pursuant to Section 4 hereof in respect to any completed such year of termination, based upon the percentage of the fiscal year which has ended prior to that shall have elapsed through the date of such terminationExecutive’s termination of employment, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurredless taxes and withholdings, but payable in no event later than the last day substantially equal installments over a period of 6 months in accordance with the Company’s fiscal year in which normal payroll practices, with payments commencing with the Company’s first payroll after the sixtieth (60th) day following Executive’s termination of employment, and such termination occursfirst payment shall include any such amounts that would be otherwise due prior thereto;
(iii) An provided that Executive elects to purchase continued healthcare coverage under COBRA, an amount equal to the sum Company’s portion of his then current Base Salary the premium for medical and Annual Bonus dental benefits under the Company’s group medical and dental plans that the Company was paying on Executive’s behalf on the date of termination (determined using any established target Annual Bonus if such which subsidy will be treated as imputed income) for a period of 6 months, with the first payment commencing on the Company’s first payroll date after the 60th day following Executive’s termination occurs during the fiscal year in which the Closing Date fallsof employment, and using the highest Annual Bonus paid or payable for the two immediately such first payment shall include any such amounts that would otherwise be due prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Codethereto;
(iv) Continuation a lump sum amount equal to any earned, but unpaid, Annual Cash Bonus, if any, for the year prior to the year of participation under termination, less taxes and withholdings, which shall be payable on the 60th day following Executive’s termination of employment;
(v) a lump sum amount equal to any earned, but unpaid, Base Salary, if any, through the date of Executive’s termination of employment, less taxes and withholdings, which shall be payable with the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value first payroll after Executive’s termination of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Companyemployment; and
(vvi) Vesting, as of the date of such termination, in the number of equity-based awardsa lump sum amount equal to any unreimbursed business expenses, if any, which would otherwise have vested during pursuant to and in accordance with Section 7, incurred through the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision date of Section 9 hereof. Following such Executive’s termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementemployment.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s 's employment at any time without Cause, which termination shall be effective upon Employee’s 's receipt of written notice of such terminationthe same in accordance with this Agreement. In the event Upon any termination of Employee’s 's employment is terminated by the Company without Cause (other than due pursuant to death or Disability)this Section 4.2, Employee shall be entitled to:
(a) a lump sum cash payment, payable within ten (10) business days after the date of termination of Employee's employment equal to the sum of: (i) The Accrued Obligations;
any accrued but unpaid salary as of the date of such termination; (ii) Any any accrued but unpaid Annual annual cash bonus payable under the Company's EVA Bonus in respect to Program for any completed fiscal year which has annual period ended prior to the date of such termination; and (iii) all expenses incurred for which documentation has been or will be provided in accordance with the Company's policies but not yet reimbursed;
(b) a lump sum cash payment, such amount to be paid payable within ten (10) business days of the date that is six (6) months following the date of termination (or, if Employee is not considered a "key employee" within the meaning of Section 409A of the Code at the same time it would otherwise be paid of termination, the date Employee's employment terminates), equal to Employee had no such termination occurred, but in no event later than the last day of amount payable under the Company’s fiscal year 's EVA Bonus Program for the annual period in which such termination occurs, as if the Employee's employment had not been terminated, prorated through the date of such termination;
(iiic) An amount equal continuation of all perquisites and other Company-related benefits to which Employee was entitled as of the sum date of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during termination, including, but not limited to, those set forth in Section 2.3 above, through the fiscal end of the second calendar year following the year in which Employee's employment terminates, if and to the Closing Date falls, and using extent the highest Annual Bonus paid provision of such perquisites or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of benefits complies with Section 409A of the Code;
(ivd) Continuation immediate vesting of all of Employee's stock options, warrants and any other equity awards based on Employer's securities, such as restricted stock, restricted stock units, stock appreciation rights, performance units, etc., all of which shall remain exercisable in accordance with the original terms on the date of grant, or, if later, the maximum date stock rights may be extended under Section 409A of the Code;
(e) continued participation in, and continuation by the Company of the payment of the relevant premiums applicable to, the life insurance and health, welfare and medical insurance plans described in Section 2.3 or comparable plans at the Company's expense (subject to the terms of the applicable plans) through the end of the second calendar year following the year in which Employee's employment terminates, if and to the extent the provision of continued participation and payments of premiums complies with Section 409A of the Code;
(f) continued participation, through the end of the second calendar year following the year in which Employee's employment terminates, of Employee and each of his dependents in all other Company-sponsored health, welfare and benefit plans or comparable plans at the Company's expense (subject to the terms of the applicable plans) at the benefit levels in effect from time to time and with COBRA benefits commencing thereafter, if and to the extent the provision of continued benefits and benefit levels complies with Section 409A of the Code and any other applicable laws and regulations. In addition to the foregoing payments and continuation of benefits, the Company shall pay Employee a lump sum cash payment, payable within ten (10) business days of the date that is six (6) months following the date of termination of Employee's employment (or, if Employee is not considered a "key employee" within the meaning of Section 409A of the Code at the time of termination, the date Employee's employment terminates), an amount equal to the product of (I) two multiplied by (II) the sum of (1) Employee's then current annual salary pursuant to Section 2.1 and (2) the average amount paid to Employee under the Company’s health and other insurance plans during 's EVA Bonus Program with respect to the Severance Termmost recent three calendar years (or such shorter period to coincide with Employee's years of employment with the Company prior to the end of the preceding calendar year). Notwithstanding anything in this Agreement to the contrary, if at the time of termination, Employee is a "specified employee" or if such continued participation in is not permissible"key employee" who has experienced a "separation from service," each within the meaning of Section 409A of the Code, provide Employee with coverage no payments or benefits pursuant to this Agreement that are considered "deferred compensation" subject to Section 409A of the Code shall be made prior to the date that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
six (v6) Vesting, as of months after the date of such termination"separation from service" (or, if earlier, Employee's date of death), except as otherwise provided in the number Code, Section 409A of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to Code or any subsequent vesting events)regulations promulgated thereunder. Notwithstanding the foregoingIn such event, the payments and benefits described subject to the six (6) month delay will be paid in subsections (ii) through (iv) above shall immediately cease, and a lump sum on the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementearliest permissible payment date.
Appears in 1 contract
Termination by the Company Without Cause. The Notwithstanding any other provision of this Agreement, the Company may terminate Employee’s the Executive's employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee at any time during the Term of Employment by giving written notice to the Executive that the Company intends to terminate his or her employment without Cause. In the event that the Company terminates the Executive's employment without Cause, the Executive shall be entitled entitled, in consideration of the Executive's obligations under Section 10 and in lieu of any other compensation and benefits whatsoever, to:
(ia) The Accrued Obligationsa payment amount equal to two (2) times the Executive's annualized Base Salary, at the rate in effect at the time of his or her termination, which shall be paid out in equal installments for the duration of the Restriction Period at the same frequency as the Company's regular payroll payments;
(iib) Any earned but unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to Base Salary through the date of termination of employment;
(c) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which termination occurs, but not yet paid;
(d) any deferred compensation or bonuses, including interest or other credits on the deferred amounts, to the extent provided in written plan documents and agreements;
(e) reimbursement for expenses incurred but not paid prior to such terminationtermination of employment pursuant to Section 5.1;
(f) an amount equal to any accrued but unused vacation or other paid time off as of the termination of employment;
(g) such rights to other benefits as may be provided in applicable written plan documents and agreements of the Company, including, without limitation, documents and agreements defining stock option rights, restricted stock rights and applicable employee benefit plans and programs, according to the terms and conditions of such amount documents and agreements, and as further set forth in Sections 4.1 and 4.2 of this Agreement;
(h) continuation of the Executive's group health insurance, at the Company's expense, for eighteen (18) months after the termination of employment or, at the Company's option, payment to the Executive of the economic equivalent thereof, which shall constitute the provision of COBRA benefits to the Executive; and
(i) any and all amounts owed by the Company under Sections 6.5(b), 6.5(c), 6.5 (e) and 6.5(f) shall be paid by the Company within sixty (60) days of the date of termination of employment. Any and all amounts owed by the Company under Sections 6.5(d), 6.5(g) and 6.5(h) shall be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
sixty (iii60) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of days following the date of such termination, in termination or the number of equity-based awards, if any, which would otherwise have vested during date(s) specified under the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation applicable written plan documents or any other benefits under this Agreementagreements.
Appears in 1 contract
Sources: Executive Employment Agreement (Ameristar Casinos Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal year in which such termination occurred;
(iii) Annual Bonus for the fiscal year of termination, pro-rated for the period of service in the fiscal year of termination, to the extent applicable performance conditions are achieved for such fiscal year, such amount to be paid in a lump sum at the same time it the Annual Bonus would otherwise be have been paid to Employee had no such termination not occurred, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the Company’s fiscal year in which such termination occursoccurred;
(iiiiv) An amount equal to the sum Continuation of his then current payment of Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls)Severance Term, payable in substantially equal monthly installments over accordance with the Severance TermCompany’s regular payroll practices, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) VestingContinuation, during the Severance Term, of the medical benefits provided to Employee and his covered dependants under the Company’s health plans in effect as of the date of such termination, it being understood and agreed that (A) Employee shall be required to pay that portion of the cost of such medical benefits as Employee was required to pay (including through customary deductions from Employee’s paycheck) as of the date of Employee’s termination of employment with the Company, and (B) notwithstanding the foregoing, the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the number of equity-based awardsevent that Employee becomes eligible to receive any such or similar benefits while employed by or providing service to, if anyin any capacity, which would otherwise have vested any other business or entity during the Severance Term Term; provided, however, that to the extent that the applicable Company health plan is self-insured and Employee qualifies as a “highly compensated individual” (without regard within the meaning of Section 105(h) of the Code), such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to any subsequent vesting events)be paid by Employee pursuant to clause (A) above. Notwithstanding the foregoing, the Severance Term shall expire, the payments and benefits described in subsections clauses (ii) through ), (iii), (iv), and (v) above shall immediately ceaseterminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 4 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d3(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Sources: Non Interference and Severance Agreement (United Maritime Group, LLC)
Termination by the Company Without Cause. Termination by the Executive ---------------------------------------------------------------------- for Good Reason. ---------------
(a) The Company may terminate Employee’s the Executive's employment at any time without Causefor any reason or no reason, effective upon Employee’s receipt subject to the approval of written notice of such terminationthe Board. In the event Employee’s employment is terminated by If the Company without Cause (other than due to death terminates the Executive's employment and the termination is not covered by Section 4 or Disability)5.1 or the Executive terminates service for "Good Reason", Employee shall be entitled to:
(i) The Accrued Obligations;
the Executive shall receive (w) Annual Salary and other benefits earned under this Agreement but unpaid prior to the termination of the Executive's employment, (x) a pro-rata payment in respect of target bonus accrued through the termination of the Executive's employment, (y) payment in respect of accrued but unused vacation time prior to the termination of the Executive's employment and (z) reimbursement for expenses properly incurred prior to the termination of the Executive's employment; (ii) Any unpaid the Executive shall continue to receive payment of 100% of Annual Bonus Salary (as in effect immediately before such termination) and shall receive reimbursement for his COBRA premiums with respect to any completed fiscal medical and dental benefits for one year which has ended prior to following the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
Executive's employment; and (iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder; provided that the Company's obligations with respect -------- to the payments and benefits provided for in this Section 5.2(a) are conditioned upon the Executive's execution of a Separation Agreement and General Release in the standard form then used by the Company. In addition, upon a termination of the Executive's employment without Cause or the Executive terminates employment for Good Reason, the Executive shall receive (i) payment, at the time awards under the MRP are otherwise paid, of 100% of the MRP award, to the extent not previously paid, and (ii) with the exception of termination of service by the Executive for Good Reason as defined in this Section 5.2(b)(i), payment, at the time that the next installment award under the DRP is otherwise paid, of the next installment award, owed under the DRP, which will be determined with individual performance targets treated as if they were fully achieved and based on corporate performance targets actually achieved in respect of that award. The Executive shall also continue to receive payments in respect of those options that were not vested immediately prior to the Effective Time but which have an exercise price that is less than the Per Share Amount (as defined in the Merger Agreement), at the time such payments would otherwise have been made in accordance with the vesting schedule set forth in such option agreement. It is expressly understood and agreed that any payment made pursuant to this Section 5.2(a) shall be in lieu of any other payments that may otherwise be due to the Executive under any severance or separation agreement, plan, program or policy of the Company.
(b) For purposes of this Agreement, "Good Reason" shall mean (i) a material reduction in the Executive's duties and responsibilities that occurs following the Effective Time (provided that reductions in duties and responsibilities that result from the Company no longer being a public reporting company under the Securities Exchange Act of 1934, shall not constitute, by itself, a material reduction in the Executive's duties and responsibilities), (ii) a material breach by the Company of the terms and provisions of this Agreement, which breach is not cured within 30 days after written notice thereof is provided by the Executive, (iii) the relocation of the Executive's principal place of business, without the consent of the Executive, by more than 35 miles from such principal place of business on the date hereof, (iv) a reduction in the Annual Salary, compensation or aggregate level of benefits provided to the Executive, (v) the failure of the Company to pay compensation and benefits when due, which is not cured promptly after demand for payment by the Executive or (vi) failure of a successor to the Company to assume its obligations under the Agreement.
Appears in 1 contract
Termination by the Company Without Cause. (a) The Company may may, at any time, terminate the Employee’s employment at any time without Cause, effective upon Employee’s receipt of cause immediately on written notice to the Employee (where the date of such terminationnotice is defined as the “Termination Date”). In the event that the Company terminates this Agreement without cause, the Company shall provide the Employee with only the following amounts, subject to the conditions specified in this paragraph 13:
(i) the Employee’s Base Salary up to the Termination Date; the value of any unused accrued vacation entitlement of the Employee pro-rated for that portion of the calendar year up to the Termination Date or as may be required by the ESA; and reimbursement to the Employee for any unpaid business expenses (with such accrued amounts owing by the Company to the Employee as of the end of the Employee’s employment with the Company defined as the “Accrued Obligations”); and
(ii) an aggregate amount equal to 12 months of the Employee’s Base Salary in effect on the Termination Date, less all applicable deductions and withholdings (the “Severance Amount”). The Severance Amount shall be paid in equal installments for a period (the “Severance Period”) of one year in accordance with the Company’s established payroll practices at the time of the Employee’s termination (the “Severance Payments”). Except for Accrued Obligations, the Severance Payments shall be paid only if the Employee executes and provides the Company with an effective and irrevocable general release of all claims arising from the Employee’s employment with the Company and the termination of the Employee’s employment with the Company in a form acceptable to the Company (the “General Release”). If the Employee does not sign the General Release, the Employee agrees that the Employee will not be entitled to the Severance Amount or Severance Payments and in such circumstances the Employee will receive only such minimum notice of termination or pay in lieu of notice, as may be required by the ESA.
(b) The Employee agrees that upon the Employee’s termination without cause the Employee will only be entitled to the amounts and entitlements set forth in this paragraph 13(a). Without limiting the generality of the foregoing, the Employee agrees that the Employee will not be entitled to any Annual Bonus payment or other bonus or incentive payment (other than the Employee’s eligibility for the Final Full Fiscal Year Annual Bonus and the Prorated Annual Bonus as set out in paragraph 6(b) of this Agreement), vacation pay, benefits, or any other amount or entitlement during the Severance Period or otherwise except as specifically set forth in paragraph 13(a).
(c) The Employee understands that by complying with this paragraph 13 the Company satisfies its entire obligation under common law and statute to provide notice or pay in lieu of notice to the Employee in the event that the Employee’s employment is terminated by without cause and the Company without Cause (Employee hereby waives any claim to any other than due to death payments or Disability), Employee shall be entitled to:benefits from the Company.
(id) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect to any completed fiscal year which has ended prior to the date of such terminationFor greater certainty, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
(iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date fallsthis paragraph 13 shall not apply to, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect theretoeffect in connection with, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of the Employee’s employment by the Company without Cause, except as set forth in to which paragraph 14 of this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this AgreementAgreement applies.
Appears in 1 contract
Sources: Employment Agreement (Village Farms International, Inc.)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (pursuant to Section 5(e) for reasons other than due death, Total Disability or Cause, the Company shall pay the following amounts to death or Disability), Employee shall be entitled toEmployee:
(i) The Accrued Obligations;Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination.
(ii) Any unpaid Annual Bonus benefits to which Employee may be entitled pursuant to the plans, policies and arrangements referred to in respect Section 4(c) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.
(iii) The Base Salary (at the rate in effect as of the date of Employee’s termination) which would have been payable to Employee if Employee had continued in active employment until the end of the twelve (12) month period beginning on the date of Employee’s termination. Payment shall be made at the same time and in the same manner as such compensation would have been paid if Employee had remained in active employment until the end of such period. The Employee shall also be eligible for a bonus or incentive compensation payment to the extent bonuses are paid to similarly situated employees, pro-rated for the year in which the Employee is terminated, and paid when similarly situated employees are paid.
(iv) The Company completely at its expense will continue for Employee and Employee’s spouse and dependents, group health plans, programs or arrangements, in which Employee was entitled to participate at any completed fiscal year which has ended time during the twelve-month period prior to the date of such termination, such amount to be paid at until the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the earlier of: (A) last day of the Company’s fiscal year period during which Employee receives payment in which such termination occurs;
accordance with clause (iii) An amount equal above; (B) Employee’s death (provided that benefits payable to the sum of his then current Base Salary and Annual Bonus Employee’s beneficiaries shall not terminate upon Employee’s death); or (determined using C) with respect to any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date fallsparticular plan, and using the highest Annual Bonus paid program or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls)arrangement, payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any Employee becomes covered by a comparable benefit provided by a subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementemployer.
Appears in 1 contract
Termination by the Company Without Cause. Termination by the Executive ---------------------------------------------------------------------- for Good Reason. ---------------
(a) The Company may terminate Employee’s the Executive's employment at any time without Causefor any reason or no reason, effective upon Employee’s receipt subject to the approval of written notice of such terminationthe Board. In the event Employee’s employment is terminated by If the Company without Cause (other than due to death terminates the Executive's employment and the termination is not covered by Section 4 or Disability)5.1 or the Executive terminates service for "Good Reason", Employee shall be entitled to:
(i) The Accrued Obligations;
the Executive shall receive (w) Annual Salary and other benefits earned under this Agreement but unpaid prior to the termination of the Executive's employment, (x) a pro-rata payment in respect of target bonus accrued through the termination of the Executive's employment, (y) payment in respect of accrued but unused vacation time prior to the termination of the Executive's employment and (z) reimbursement for expenses properly incurred prior to the termination of the Executive's employment; (ii) Any unpaid the Executive shall continue to receive payment of 100% of Annual Bonus Salary (as in effect immediately before such termination) and shall receive reimbursement for his COBRA premium with respect to any completed fiscal medical and dental benefits for one year which has ended prior to following the date of such termination, such amount to be paid at the same time it would otherwise be paid to Employee had no such termination occurred, but in no event later than the last day of the Company’s fiscal year in which such termination occurs;
Executive's employment; and (iii) An amount equal to the sum of his then current Base Salary and Annual Bonus (determined using any established target Annual Bonus if such termination occurs during the fiscal year in which the Closing Date falls, and using the highest Annual Bonus paid or payable for the two immediately prior fiscal years for terminations after the fiscal year in which the Closing Date falls), payable in substantially equal monthly installments over the Severance Term, it being agreed that each installment of Base Salary and Annual Bonus payable hereunder or under Section 8(e) shall be deemed to be a separate payment for purposes of Section 409A of the Code;
(iv) Continuation of participation under the Company’s health and other insurance plans during the Severance Term, or if such continued participation in is not permissible, provide Employee with coverage that is economically equivalent to Employee through alternative arrangements, or the cash value of such coverage, in a manner that places the Employee in a net economic position that is at least equivalent to the position in which the Employee would have been had such alternative arrangements not been used by the Company; and
(v) Vesting, as of the date of such termination, in the number of equity-based awards, if any, which would otherwise have vested during the Severance Term (without regard to any subsequent vesting events). Notwithstanding the foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately cease, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of Section 9 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder; provided that the Company's obligations with respect -------- to the payments and benefits provided for in this Section 5.2(a) are conditioned upon the Executive's execution of a Separation Agreement and General Release in the standard form then used by the Company. In addition, upon a termination of the Executive's employment without Cause or the Executive terminates employment for Good Reason, the Executive shall receive (i) payment, at the time awards under the MRP are otherwise paid, of 100% of the MRP award, to the extent not previously paid, and (ii) with the exception of termination of service by the Executive for Good Reason as defined in this Section 5.2(b)(i), payment, at the time that the next installment award under the DRP is otherwise paid, of the next installment award, owed under the DRP, which will be determined with individual performance targets treated as if they were fully achieved and based on corporate performance targets actually achieved in respect of that award. It is expressly understood and agreed that any payment made pursuant to this Section 5.2(a) shall be in lieu of any other payments that may otherwise be due to the Executive under any severance or separation agreement, plan, program or policy of the Company.
(b) For purposes of this Agreement, "Good Reason" shall mean (i) a material reduction in the Executive's duties and responsibilities that occurs following the Effective Time (provided that reductions in duties and responsibilities that result from the Company no longer being a public reporting company under the Securities Exchange Act of 1934, shall not constitute, by itself, a material reduction in the Executive's duties and responsibilities), (ii) a material breach by the Company of the terms and provisions of this Agreement, which breach is not cured within 30 days after written notice thereof is provided by the Executive, (iii) the relocation of the Executive's principal place of business, without the consent of the Executive, by more than 35 miles from such principal place of business on the date hereof, (iv) a reduction in the Annual Salary, compensation or aggregate level of benefits provided to the Executive, (v) the failure of the Company to pay compensation and benefits when due, which is not cured promptly after demand for payment by the Executive or (vi) failure of a successor to the Company to assume its obligations under the Agreement.
Appears in 1 contract