Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.
Appears in 4 contracts
Sources: Employment Agreement (Broadwind Energy, Inc.), Employment Agreement (Broadwind Energy, Inc.), Employment Agreement (Broadwind Energy, Inc.)
Termination by the Company Without Cause. The Company shall have the right, at At any time during the Term, to the Company may terminate this Agreement and Executive’s employment with the Company without Cause for any reason or no reason by giving written notifying Executive in writing of the Company’s termination without Cause, specifying in such notice to Executivethe effective termination date, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates and this Agreement and Executive’s employment with the Company shall terminate at the end of the day on the termination date specified in the Company’s notice (or such other date as may be mutually agreed upon by the Company and Executive). Upon termination of Executive’s employment by the Company without Cause, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement shall be limited solely immediately terminate, except: (a) the Company shall pay Executive that portion of his Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments and benefits, if any, which have accrued and vested hereunder before the termination date; and (c) subject to Sections 7.8 and 7.9 of this Agreement, the Company shall provide Executive with the following severance benefits: (i) unpaid the Company will pay Executive severance compensation in the form of salary continuation at the Base Salary plus any accrued but unpaid benefits to rate in effect at the effective date time of termination, and any unpaid bonus earned in accordance with Executive's employment termination for a period of nine (9) months after the then applicable bonus plan or program to employment termination (the effective date of termination"Severance Period"); (ii) during the Severance Period, the Company will pay Executive an additional monthly severance in an amount equal to Executive’s thenone-current Base Salary twelfth (1/12) of the average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (or if Executive was not employed with the Company for a period the last three fiscal years, the average shall be calculated using the number of eighteen (18) monthsfiscal years Executive has been employed with the Company); and (iii) if during the Severance Period, the Company will pay Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up an additional monthly severance amount equal to eighteen One Hundred Forty percent (18140%) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 COBRA Premium Rate. For purposes of this Agreement, and must executethe term "COBRA Premium Rate" means the monthly amount charged, return, not rescind and comply with a general release of claims agreement in favor as of the Company and related entities and individualstermination date, within the timeframe and in a form to be prescribed by for COBRA continuation coverage under the Company's group medical and dental plans for the coverage options and coverage levels applicable to Executive and his covered dependents immediately prior to the termination date. The Subject to Sections 7.8 and 7.9, the Company will pay the foregoing severance benefits during the Severance Period in accordance with the Company's customary payroll practices and all such severance payments shall be paid in equal installments according subject to all applicable payroll tax withholdings. Other than the normal payroll scheduleforegoing, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty further obligations to mitigate damages Executive under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlAgreement.
Appears in 3 contracts
Sources: Employment Agreement (Hurco Companies Inc), Employment Agreement (Hurco Companies Inc), Employment Agreement (Hurco Companies Inc)
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to may terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment at any time without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to upon Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 written notice of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Companysuch termination. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in In the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if that Executive’s employment is terminated by the Company or a succeeding entity without Cause upon (other than due to death or within one Disability), Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year 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 a Change the Company in which Executive’s termination occurs, as determined by the Compensation Committee, payment of Control 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 any the same time it would otherwise be paid to Executive had no termination occurred, but in no event later than the date that is 2½ months following the last day of the fiscal year of the Company in which such termination occurred;
(iv) Continued payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices;
(v) Notwithstanding any provision to the contrary in any stock option agreement or any equity plan maintained by the Company, all stock options held by Executive as of the date of Executive’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 Executive’s termination; and
(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 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 termination. Amounts paid by the Company will be taxable 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. Notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv), (v) and (vi) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Non-Interference Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7 hereof8(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement. In such caseFor the avoidance of doubt, Section 7 Executive’s sole and exclusive remedy upon a termination of this Agreement employment by the Company without Cause shall controlbe receipt of the Severance Benefits.
Appears in 3 contracts
Sources: Employment Agreement (Healthequity, Inc.), Employment Agreement (Healthequity Inc), Employment Agreement (Healthequity Inc)
Termination by the Company Without Cause. The Executive’s employment under this Agreement may be terminated by the Company shall have the right, at any time during without Cause by the Term, Company upon sixty (60) days’ prior written notice to terminate the Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause. Upon any such termination of the Executive’s employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall continue to pay the Executive his Base Salary at the rate then in effect pursuant to Section 4(a) for a period of one (1) year from the Date of Termination and shall pay to the Executive in monthly installments over the one (1) year period, an amount equal to the Executive’s cash bonus, if any, received in respect of the year immediately preceding the year of termination pursuant to Section 4(b) beginning with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the first payroll date of such written notice. The Company may provide that begins thirty (30) days after the Date of Termination. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each monthly payment shall be considered a separate payment. The Company shall also pay in lieu 100% of notice. If the Company terminates costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s employment without Cause, title and responsibility and provide the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, with health and any unpaid bonus earned in accordance dental insurance continuation at a level consistent with the then applicable bonus plan or program to level and type the effective date Executive had in place at the time of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary termination for a period of eighteen twelve (1812) months; and (iii) if months from the Date of Termination. Following a termination of the Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for without Cause the health insurance coverage for a period of up to eighteen (18) months, payments Executive shall continue to be made on a monthly basis when eligible to receive technology incentive compensation payments due under the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt provisions of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed Technology Development Incentive Plan as such may have been established by the Company. The severance shall be paid in equal installments according administrator of such plan prior to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controltermination.
Appears in 3 contracts
Sources: Employment Agreement (Albany Molecular Research Inc), Employment Agreement (Albany Molecular Research Inc), Employment Agreement (Albany Molecular Research Inc)
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to may terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment at any time without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to upon Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 written notice of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Companysuch termination. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in In the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if that Executive’s employment is terminated by the Company or a succeeding entity without Cause upon (other than due to death or within one Disability), Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year 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 a Change the Company in which Executive’s termination occurs, as determined by the Compensation Committee, payment of Control 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 any the same time it would otherwise be paid to Executive had no termination occurred, but in no event later than the date that is 2 1⁄2 months following the last day of the fiscal year of the Company in which such termination occurred;
(iv) Continued payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices;
(v) Notwithstanding any provision to the contrary in any stock option agreement or any equity plan maintained by the Company, all stock options held by Executive as of the date of Executive’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 Executive’s termination; and
(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 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 termination. Amounts paid by the Company will be taxable 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. Notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv), (v) and (vi) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the Non-Interference Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7 hereof8(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement. In such caseFor the avoidance of doubt, Section 7 Executive’s sole and exclusive remedy upon a termination of this Agreement employment by the Company without Cause shall controlbe receipt of the Severance Benefits.
Appears in 3 contracts
Sources: Employment Agreement (Healthequity Inc), Employment Agreement (Healthequity Inc), Employment Agreement (Healthequity Inc)
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to may terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment at any time without Cause, the Company’s obligation effective upon delivery to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of written notice of such termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in In the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if that Executive’s employment is terminated by the Company or a succeeding entity without Cause (other than due to death or Disability), Executive shall be entitled to:
(a) The Accrued Obligations;
(b) Any unpaid Annual Bonus in respect of any completed fiscal year 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, in accordance with Section 4.2;
(c) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, as determined by the Compensation Committee, 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, 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 the number of days in the fiscal year in which the termination occurred, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, in accordance with Section 4.2;
(d) An amount equal to one times Executive’s Base Salary at the time of the Termination Date, such amount to be paid quarterly in equal installments upon the last day of each fiscal quarter following the Termination Date (the “Payment Date”); and
(e) If Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive’s dependents. Any such reimbursement for the period prior to the Payment Date shall be paid to Executive in a lump sum on the Payment Date and any reimbursement for any month (or within one year portion thereof) on and after the Payment Date shall be paid to Executive on a monthly basis, subject to the Executive timely remitting the premium payment. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twelve (12) month anniversary of a Change of Control at any time during Executive’s termination date (the Term as “Benefits Reimbursement Period”); and (ii) the date Executive is no longer eligible to receive COBRA continuation coverage. Notwithstanding the foregoing, the payments and benefits described in clauses (b), (c), (d) and (e) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches Section 7 hereof. In such case, Section 7 9 of this Agreement Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 5.5, Executive shall controlhave 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 3 contracts
Sources: Employment Agreement (Comtech Telecommunications Corp /De/), Employment Agreement (Comtech Telecommunications Corp /De/), Employment Agreement (Comtech Telecommunications Corp /De/)
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to may terminate Executive’s employment with the Company without Cause by giving hereunder for any reason (or for no reason) whatsoever, effective upon 30 days advance written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation or payment to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for such 30 day period. In the event of such termination by the Company (i.e., other than by reason of death, Disability or for Cause), then the Company shall pay to Executive his then current Base Salary (but not in such a manner that any payment for Base Salary during the notice period of eighteen would result in a duplicative payment) and Benefits accrued, Severance Pay (18as defined in and subject to Section 15(f) months; below) and (iii) if any expenses for which Executive is eligible entitled to be reimbursed, up to and including the effective date of such termination.
(i) Executive may voluntarily terminate his employment hereunder at any time upon not less than ninety (90) days’ prior written notice to the Company; provided, however, that any time during said 90-day period, the Company may request Executive to vacate his office and cease to perform employment services for and timely elects COBRA coverage for health insurance coverage, payment or on behalf of the Company except those assigned by the Board which are to be conducted from Executive’s COBRA premiums home. If Executive so terminates his employment, then the Company shall pay to Executive his then current Base Salary, Benefits accrued, and any expenses for the health insurance coverage for a period of which Executive is entitled to be reimbursed, up to eighteen (18) monthsand including the effective date of such termination. Executive shall not be entitled to any other salary, payments bonus, benefits or other compensation as a result of termination pursuant to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b15(d), .
(ii) Executive must be in compliance with Section 5 may resign his employment hereunder upon written notice of his “Resignation For Good Reason.” For purposes of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s “Resignation For Good Reason” means Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by with Company as a result of: (A) the Company materially reducing Executive’s Base Salary without Executive’s consent; (B) the Company’s material breach of this Agreement; or a succeeding entity without Cause upon or within one year (C) the relocation of Executive’s principal place of employment to any place that is more than 30 miles from Executive’s current principal place of employment, other than reasonable Company travel. Executive must provide the Company written notice of a Change of Control at any time during potential Resignation For Good Reason within 90 days after the Term as described in Section 7 hereofcondition(s) justifying such resignation arise. In Upon receiving such casenotice, Section 7 of this Agreement the Company shall controlhave 30 days to cure the condition(s) justifying Executive’s Resignation For Good Reason. If such condition(s) are not cured within such period, the Resignation For Good Reason shall be effective on the 31st day.
Appears in 3 contracts
Sources: Employment Agreement (Professional Diversity Network, Inc.), Employment Agreement (Professional Diversity Network, Inc.), Employment Agreement (Professional Diversity Network, Inc.)
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s Your employment with may be terminated by the Company without Cause by giving at any time at any time upon written notice to Executiveyou, which termination shall will be effective thirty (30) calendar days from immediately or on such later date as specified in the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If In the Company terminates Executive’s event your employment is terminated without Cause, you shall receive the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of terminationAccrued Amounts and, provided you sign a release and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release waiver of claims agreement in favor of the Company and related entities its Affiliates and individuals, within the timeframe their respective officers and directors in a form to be prescribed provided by the Company. The severance Company (the “Release”) and it becomes effective, you shall receive the following benefits:
(i) Any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the date of termination, which shall be paid on the applicable payment date;
(ii) The Company shall pay you a salary continuance benefit (the “Salary Continuance Benefit”) in an amount equal installments according to the normal payroll schedule, product of (x) your Final Monthly Compensation times (y) the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after number of months remaining between the date of Executive’s termination of your employment and the Expiration Date, including pro-rated credit for any partial month. For purposes of this Agreement, Final Monthly Compensation means the sum of your Base Salary in effect at the date of termination of your employment and the annual bonus paid or payable to you for the most recently completed year, divided by twelve (12). The Salary Continuance Benefit will be paid to you in a lump sum cash payment not later than the 30th day following the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Internal Revenue Code of 1986 (the “Code”);
(iii) The Company shall pay you a welfare continuance benefit (the “Welfare Continuance Benefit”) in an amount equal to the product of (x) the number of months remaining between the date of termination of your employment and the Expiration Date, including pro-rated credit for any partial month, times (y) the excess of the premium for continued health, dental and vision coverage for you and your “qualified beneficiaries” (as defined in Section 4980B of the Code) (the “COBRA Premium”) over the amount that you paid for such coverage immediately before the termination of your employment. The Welfare Continuance Benefit will be paid to you in a lump sum cash payment not later than the 30th day following the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code; and
(iv) During the twelve (12) month period following the date of termination, you shall provide the Company with at least ten days written notice before the starting date of any employment, provided that identifying the Company has received prospective employer and its affiliated companies and the signed general release job description, including a description of claims agreement and Executive has not rescinded such agreement within the rescission period proposed geographic market area associated with the new position. You shall notify in writing any new employer of the existence of the restrictive covenants set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlAgreement.
Appears in 3 contracts
Sources: Employment Agreement (American National Bankshares Inc.), Employment Agreement (American National Bankshares Inc.), Employment Agreement (American National Bankshares Inc.)
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s Your employment with may be terminated by the Company without Cause by giving at any time at any time upon written notice to Executiveyou, which termination shall will be effective thirty (30) calendar days from immediately or on such later date as specified in the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If In the Company terminates Executive’s event your employment is terminated without Cause, you shall receive the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of terminationAccrued Amounts and, provided you sign a release and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release waiver of claims agreement in favor of the Company and related entities its Affiliates and individuals, within the timeframe their respective officers and directors in a form to be prescribed provided by the Company. The severance Company (the "Release") and it becomes effective, you shall receive the following benefits:
(i) Any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the date of termination, which shall be paid on the applicable payment date;
(ii) The Company shall pay you a salary continuance benefit (the "Salary Continuance Benefit") in an amount equal installments according to the normal payroll schedule, product of (x) your Final Monthly Compensation times (y) the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after number of months remaining between the date of Executive’s termination of your employment and the Expiration Date, including pro-rated credit for any partial month. For purposes of this Agreement, Final Monthly Compensation means the sum of your Base Salary in effect at the date of termination of your employment and the annual bonus paid or payable to you for the most recently completed year, divided by twelve (12). The Salary Continuance Benefit will be paid to you in a lump sum cash payment not later than the 30th day following the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Internal Revenue Code of 1986 (the "Code");
(iii) The Company shall pay you a welfare continuance benefit (the "Welfare Continuance Benefit") in an amount equal to the product of (x) the number of months remaining between the date of termination of your employment and the Expiration Date, including pro-rated credit for any partial month, times (y) the excess of the premium for continued health, dental and vision coverage for you and your "qualified beneficiaries" (as defined in Section 4980B of the Code) (the "COBRA Premium") over the amount that you paid for such coverage immediately before the termination of your employment. The Welfare Continuance Benefit will be paid to you in a lump sum cash payment not later than the 30th day following the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code; and
(iv) During the twelve (12) month period following the date of termination, you shall provide the Company with at least ten days written notice before the starting date of any employment, provided that identifying the Company has received prospective employer and its affiliated companies and the signed general release job description, including a description of claims agreement and Executive has not rescinded such agreement within the rescission period proposed geographic market area associated with the new position. You shall notify in writing any new employer of the existence of the restrictive covenants set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlAgreement.
Appears in 3 contracts
Sources: Employment Agreement (American National Bankshares Inc.), Employment Agreement (American National Bankshares Inc.), Employment Agreement (American National Bankshares Inc.)
Termination by the Company Without Cause. (a) The Company shall have the right, may terminate this Agreement at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive effective upon receipt or on a later termination date agreed with Executive, which termination shall be effective thirty .
(30b) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Company will pay Executive shall be limited solely to (i) unpaid the Base Salary plus any accrued but unpaid benefits to due Executive through the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) for any accrued PTO not taken at the time of termination, and (iii) any other amounts to which Executive is entitled at the time of termination under any bonus or compensation 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 Executive executes and does not revoke a Release as provided in Section 7 and complies with Section 6.7(b), the Company will pay or grant Executive, in lieu of any other severance benefits or any other compensation, the benefits set forth in an 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 Executive than any of the Severance Benefits, the Company will pay to Executive such more favorable benefit in lieu of the corresponding Severance Benefit set forth below:
(i) An amount equal to Executive’s then-current the Base Salary for a period of eighteen twelve (1812) months; months from the date of termination, less any payroll withholding and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coveragedeductions due on such salary in accordance with applicable law, payable as a lump sum payment of no later than the first business day following the date on which Executive’s COBRA premiums for right to revoke any waiver and release of legal claims has expired;
(ii) If, at the health insurance coverage for a period time of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 termination of this Agreement, the 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 Executive will be eligible for such bonus on the same basis as other executive level employees, and must executeif other executive level employees receive a bonus under the MICP for the preceding year, returnthe Company will pay Executive the bonus pursuant to the MICP; provided, not rescind and comply with a general release of claims agreement in favor however, that the percentage of the Company and related entities and individualsCompany’s achievement of corporate goals which is used in the calculation of a portion of such bonus, within will be the timeframe and in a form to be prescribed same as the percentage established by the Company. The severance shall compensation committee of the Board for other executive level employees; and provided further that the percentage of 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 paid less than the average of the percentages achieved in equal installments according the preceding three (3) years.
(iii) A Bonus for the year in which this Agreement is terminated prorated for the period during such year Executive was employed prior to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that (or the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations full amount of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply Bonus if Executive’s employment is terminated by the Company within six (6) months prior to or a succeeding entity without Cause upon or within one year of twelve (12) months following a Change of Control at Control), payable as a lump sum payment no later than the first business day following the date on which Executive’s right to revoke any time during waiver and release of legal claims has expired; “Bonus” means the Term average of the bonuses awarded to Executive for each of the three (3) fiscal years prior to the date of termination, or such lesser number of years as described may be applicable if Executive has not been employed for three (3) full years on the date of termination. For purposes of determining Executive’s Bonus, to the extent Executive received no bonus in Section 7 hereof. In a year in which other executives received bonuses, such caseyear will still be taken into account (using zero (0) as the applicable bonus) in determining Executive’s Bonus, Section 7 but if Executive did not receive a bonus for a year in which no executive received a bonus, such year will not be taken into account and if any portion of this Agreement shall control.the bonuses awarded to Executive consisted of securities or other property, the fair market value thereof will be determined in good faith by the 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 shall have the right, may terminate Executive’s employment at any time without Cause, given 60 days’ notice (or pay in lieu thereof). In the event that, during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon (other than due to death or within one year Disability), Executive shall be eligible for the Accrued Obligations and, provided that Executive fully executes (and does not revoke) the Release of a Change of Control at any time during the Term Claims as described in Section 7 hereof7(g), Executive shall also be eligible for (i) the Severance Benefits and (ii) reimbursement for Executive’s (and Executive’s eligible dependents’) health care continuation (COBRA) premiums for 12 months following such termination (provided that (A) such COBRA benefits shall not be provided beyond the date on which Executive obtains comparable coverage from a subsequent employer and (B) such benefits shall not be provided to the extent that the Company determines that it would result in any fine, penalty or violation of law for being a discriminatory benefit or otherwise) (the “COBRA Benefits”). In Notwithstanding the foregoing, the Severance Benefits and the COBRA Benefits shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, and any Severance Benefits and COBRA Benefits that were provided will be reimbursed or repaid promptly by Executive to the Company, in the event that Executive breaches any provision of the Confidentiality and Invention Assignment Agreement or the Release of Claims. Any such casetermination, reimbursement or repayment of Severance Benefits or COBRA Benefits shall have no effect on the Release of Claims or any of Executive’s post-employment obligations to the Company. Following termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7 7(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of this Agreement doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall controlbe receipt of the Severance Benefits and the COBRA Benefits, subject to Executive’s execution and non-revocation of the Release of Claims, and the Accrued Obligations.
Appears in 2 contracts
Sources: Executive Employment Agreement (Edge Therapeutics, Inc.), Executive Employment Agreement (Edge Therapeutics, Inc.)
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to may terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment at any time without Cause, the Company’s obligation effective upon delivery to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of written notice of such termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in In the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if that Executive’s employment is terminated by the Company or a succeeding entity without Cause upon (other than due to death or within Disability), Executive shall be entitled to:
(a) The Accrued Obligations;
(b) Any unpaid Annual Bonus in respect of any completed fiscal year 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 two and one-half months following the last day of the fiscal year in which such termination occurred;
(c) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, as determined by the Board, 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, 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 365 (or 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 months following the last day of the fiscal year in which such termination occurred;
(d) An amount equal to one year times Executive’s Base Salary at the time of the Termination Date, such amount to be paid in one lump sum on the sixtieth (60th) day following the Termination Date (the “Payment Date”); and
(e) If Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for himself and his dependents. Any such reimbursement for the period prior to the Payment Date shall be paid to Executive in a Change lump sum on the Payment Date and any reimbursement for any month (or portion thereof) on and after the Payment Date shall be paid to Executive on the tenth day of Control at any time during the Term month immediately following the month in which Executive timely remits the premium payment. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the first anniversary of the Termination Date (the “Benefits Reimbursement Period”); (ii) the date Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which Executive becomes eligible to receive substantially similar coverage from another employer. Notwithstanding the foregoing, if the Company’s making payments under this Section 5.5(e) would violate the nondiscrimination rules applicable to non-grandfathered group health plans, or result in the imposition of penalties under the Patient Protection and Affordable Care Act of 2010 and the related regulations and guidance promulgated thereunder (“PPACA”), the parties agree to reform this Section 5.5(e) in a manner as is necessary to comply with PPACA. Notwithstanding the foregoing, the payments and benefits described in clauses (b), (c), (d) and (e) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches Section 7 hereof. In such case, Section 7 9 of this Agreement Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 5.5, Executive shall controlhave 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 2 contracts
Sources: Employment Agreement (Comtech Telecommunications Corp /De/), Employment Agreement (Comtech Telecommunications Corp /De/)
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon as provided in Section 3(d), then the Company will pay the Executive the Accrued Benefits. In addition, subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) and the expiration of the seven-day revocation period for the Release:
(i) the Company will pay the Executive an amount equal to the sum of the Executive’s Base Salary and then-current target Annual Bonus (the “Severance Amount”). The Severance Amount will be paid out in a lump sum, in accordance with the Company’s payroll practices, 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, the Severance Amount will begin to be paid in the second calendar year. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment payment (if any) is considered a separate payment;
(ii) if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) prior to the first anniversary of the Effective Date, notwithstanding anything to the contrary in the applicable restricted stock unit agreement, 50% of the outstanding Time-vesting RSUs, as defined in Section 2(c) and held by the Executive, will be fully accelerated and vested as of the Date of Termination;
(iii) if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) at any point between the first and second anniversary of the Effective Date, notwithstanding anything to the contrary in the applicable restricted stock unit agreement, 25% of the outstanding Time-vesting RSUs, as defined in Section 2(c) and held by the Executive, will be fully accelerated and vested as of the Date of Termination; and
(iv) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination, then the Company will, in its sole discretion, either (x) continue to provide health coverage to the Executive or within one year (y) pay to the Executive a lump sum cash payment (at the same time as the Severance Amount) equal to the amount of employer contributions that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company, in either case ((x) or (y)), for a period of 12 months. Notwithstanding the foregoing, in the event the Company elects to continue to provide health coverage to the Executive (in lieu of a Change cash payment), then the Company may discontinue such coverage in the event that the Executive obtains comparable health coverage prior to the end of Control at any time during the Term period specified above. For the avoidance of doubt, the acceleration provided in Sections 4(b)(ii) and 4(b)(iii) shall apply solely with respect to the Time-vesting RSUs granted in connection with Executive’s initial hiring as described defined in Section 7 hereof. In such case, Section 7 of this Agreement shall control2(c) above and not to any other or subsequent equity grants (if any).
Appears in 2 contracts
Sources: Executive Agreement (Guidewire Software, Inc.), Executive Agreement (Guidewire Software, Inc.)
Termination by the Company Without Cause. The Company shall have Except as provided in Section 7, if the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or as provided in Section 5(d), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. Except as provided in Section 7, if (i) the Executive’s employment is terminated by the Company without Cause as provided in Section 5(d), (ii) the Executive signs a general release of claims in a form and manner satisfactory to the Company (the “Release”) within one year 21 days of a Change the receipt of Control at any time the Release and does not revoke such Release during the Term as described seven-day revocation period (if applicable), and (iii) the Executive complies with the Confidentiality Agreement, then
A. The Company shall pay the Executive an amount equal to the sum of one (1) times the Executive’s Base Salary. Such amount shall be paid out either in Section 7 hereofa lump sum or in installments, per the discretion of the Company, and commencing on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, whichever is later.
▇. ▇▇ of the Date of Termination, all vested stock options held by the Executive shall be exercisable for twelve (12) months following the Date of Termination; and any unvested stock options, restricted stock or other stock-based equity award will be immediately forfeited upon the Date of Termination.
C. Executive’s coverage under the Company’s group health insurance will extend through the end of the month in which the Date of Termination occurs. Executive may elect COBRA continuation coverage for the group health plans. Notification of conditions and premiums costs to continue health insurance will be provided to Executive following termination. Executive will be responsible for payment of premiums for health insurance coverage secured after the end of the month in which the Date of Termination occurs. In such caseconsideration of the loss of various benefits provided by the Company, Section 7 the Company shall choose to either provide a lump sum payment to Executive equal to twelve (12) times the Company’s share of the monthly health insurance premium for the health insurance plan in force on the Date of Termination, less applicable withholdings and deductions OR provide a monthly subsidy for a period of twelve (12) months and equivalent to the Company’s share of the monthly health insurance premium for the health insurance plan in force on the Date of Termination to offset the Executive’s COBRA cost.
D. The Company shall have no obligation to make any further payments (salary, bonus or otherwise) or provide any further benefits to Executive except as otherwise provided under the applicable terms of this Agreement shall control.or the Company’s Employee Benefit Plans.
Appears in 2 contracts
Sources: Executive Employment Agreement (Plug Power Inc), Executive Employment Agreement (Plug Power Inc)
Termination by the Company Without Cause. The Company shall have the right, at At any time during the Term, to the Company may terminate Executive’s employment with the Company without Cause for any reason or no reason by giving written notifying Executive in writing of the Company’s termination without Cause, specifying in such notice to Executivethe effective termination date, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates and Executive’s employment with the Company shall terminate at the end of the day on the termination date specified in the Company’s notice (or such other date as may be mutually agreed upon by the Company and Executive). Upon termination of Executive’s employment by the Company without Cause, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement shall be limited solely to immediately terminate, except:
(ia) unpaid the Company shall pay or provide Executive the Accrued Benefits; (b) the Company shall provide Executive with severance compensation in the form of salary continuation at the Base Salary plus any accrued but unpaid benefits to rate in effect at the effective date time of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary 's employment termination for a period of eighteen twelve (1812) months; and (iiic) if the Company shall pay Executive is eligible an additional amount (the “Insurance Payment”) equal to twelve (12) times the monthly COBRA premium rate in effect for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for health plan coverage tier at the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date time of Executive’s termination of employment; (d) if a bonus would otherwise have been payable to Executive for the year of Executive’s employment termination pursuant to the terms of the AIP under Section 4.2 above, provided Executive shall receive a prorated portion of that AIP bonus amount, based on the number of whole months in such year that Executive was employed prior to his employment termination; and (e) Executive will continue to vest for a period of twelve (12) months after the date of employment termination in any non-vested shares awarded prior to the employment termination under the 2008 Incentive Plan. Subject to Section 6.8, the Company has received will pay: (1) the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) foregoing salary continuation severance compensation during the applicable severance period andin accordance with the Company's customary payroll practices, (2) the Insurance Payment in a single lump sum payment within 30 days after the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations effective date of the Company hereunderRelease Agreement under Section 6.8, and (3) the prorated AIP bonus, if any, on the date the AIP bonus is otherwise payable under the terms of the AIP. Notwithstanding anything herein All such payments shall be subject to all applicable payroll tax withholdings. Other than the contraryforegoing, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of shall have no further obligations to Executive under this Agreement shall controlAgreement.
Appears in 2 contracts
Sources: Executive Employment Agreement (Heritage-Crystal Clean, Inc.), Executive Employment Agreement (Heritage-Crystal Clean, Inc.)
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to may terminate Executive’s employment with under this Agreement without Cause. In the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date event of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Causetermination, the Company’s obligation to Executive shall be limited solely entitled to receive the Accrued Amounts (iincluding the vested Options) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of terminationand, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal subject to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 Article III of this Agreement, Agreement and must execute, return, not rescind and comply with his execution of a general release of claims agreement in favor of the Company Group and related entities each of their respective officers and individuals, within the timeframe and directors in a form to be prescribed provided by the Company. The severance Company (the “Release”) and such Release becoming effective within 60 days following the Termination Date (such 60 day period, the “Release Execution Period”), Executive shall be paid entitled to receive (i) continued Base Salary for year[s] following the Termination Date (the applicable period, the “Severance Period”), and (ii) for the duration of the Severance Period, the amount, if any, by which the Company was subsidizing medical and dental insurance coverage for Executive and his eligible dependants immediately prior to Executive’s Termination Date, payable in all such cases in equal installments according to in accordance with the Company’s normal payroll schedulepractices, but no less frequently than monthly, commencing with the first ordinary Company payroll date following the Release Execution Period; provided that the first installment payment shall include all amounts that would otherwise have been paid to Executive during the period beginning on the Termination Date and ending on the first payment to date if no delay associated with the Release Execution Period had been imposed. The Company shall provide Executive to be made on with the next scheduled payroll date that occurs Release within ninety five (905) business days after the date Termination Date. The parties agree that time is of Executive’s termination of employment, provided the essence and each party agrees to work to complete the Release so that the Company has received the signed general release of claims agreement prescribed time periods for execution and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations revocation of the Company hereunder. Notwithstanding anything herein to Release under the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by Age Discrimination in Employment Act will lapse before the Company or a succeeding entity without Cause upon or within one year last day of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlRelease Execution Period.
Appears in 2 contracts
Sources: Employment Agreement (Chuy's Holdings, Inc.), Employment Agreement (Chuy's Holdings, Inc.)
Termination by the Company Without Cause. The Company shall have the right, may terminate Employee’s employment at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Companyeffective upon Employee’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 written notice of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Companysuch termination. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in In the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executivethat Employee’s employment is terminated by the Company or a succeeding entity without Cause upon (other than due to death or within one year Disability), Employee is entitled to the Accrued Obligations. Further, if Employee agrees to be bound by the limitations on Competitive Activities and Customer Interfering Activities set forth in the Non-Interference Agreement, Employee shall be entitled to:
(i) Continued payment of a Change of Control at any time Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices; and
(ii) Subject to Employee’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 Employee an additional monthly amount equal to (on an after-tax basis) the “applicable percentage” of the monthly COBRA premium cost for the level of coverage that Employee had as of the date of termination; provided, that the payments pursuant to this clause (iv) shall cease earlier than the expiration of the Severance Term in the event that Employee obtains other employment during the Severance Term that offers group health benefits. Employee will notify the Company of Employee’s eligibility for health benefits during the Severance Term within thirty (30) days of such eligibility. 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. In the event that the Company terminates Employee’s employment without Cause and Employee does not agree to be bound by the limitations on Competitive Activities and Customer Interfering Activities set forth in the Non- Interference Agreement, he shall be entitled only to the Accrued Obligations. Notwithstanding the foregoing, the payments and benefits described in clauses (i) and (ii) above shall immediately terminate, and the Company shall have no further obligations to Employee with respect thereto, in the event that Employee breaches any provision of the Non- Interference Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 7 hereof9(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. In such caseFor the avoidance of doubt, Section 7 Employee’s sole and exclusive remedy upon a termination of this Agreement employment by the Company without Cause shall controlbe receipt of the Severance Benefits.
Appears in 2 contracts
Sources: Employment Agreement (CrowdStrike Holdings, Inc.), Employment Agreement (CrowdStrike Holdings, Inc.)
Termination by the Company Without Cause. The If the Triggering Event was a Termination by the Company Without Cause, Employee shall have be entitled to receive his Annual Base Compensation and accrued but unpaid vacation through the rightdate thereof plus, at any time during in the Termdiscretion of the Company's Compensation Committee, to terminate Executive’s the 2016 and 2017 Maximum Option Bonus, payable in accordance with the Company's normal payroll practices, and for the six (6) month period following the date of termination of Employee's employment with the Company without Cause by giving written notice (the "Severance Period"), an amount per month equal to Executive, which termination shall be effective thirty one-twelfth (301/12) calendar days from of Employee's Annual Base Compensation on the date of such written notice. The Company may provide thirty termination in installments consistent with the Company's normal payroll practices, commencing with the first regular payroll payment date following the termination of the Employment Period (30collectively, the "Severance Benefits"), and to continue to participate in the Company's health, insurance and disability plans and programs for the six (6) days pay in lieu month period following the date of notice. If termination of Employee's employment with the Company terminates Executive’s employment without Cause, (the Company’s obligation to Executive "Severance Period"); provided that Employee shall be limited solely entitled to receive such Severance Benefits during the Severance Period if (i) unpaid Base Salary plus any accrued but unpaid benefits Employee has executed and delivered to the Company an effective date of terminationand irrevocable General Release substantially in form and substance as set forth in Exhibit B to this Agreement within fifty (50) days after his termination date, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal Employee has not breached any of his covenants to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreementthis Agreement. Executive shall have no duty to mitigate damages To the extent any payments under this Section 6(bSec. 5.2(c) during are treated as non-qualified deferred compensation subject to Sec. 409A, if the fifty (50) calendar day period from Employee's termination date through the expiration of any applicable severance revocation period and, with respect to the General Release begins in one taxable year and ends in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwisefollowing taxable year, then no such income payments shall in any manner offset not commence being paid or otherwise reduce be paid until the payment obligations beginning of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlsecond taxable year.
Appears in 2 contracts
Sources: Employment Agreement (Dyadic International Inc), Employment Agreement (Dyadic International Inc)
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company without Cause, then the Executive shall be entitled to receive solely the following in addition to the Accrued Rights:
(i) one and one-half (1.5) times the Executive’s base salary in effect on the Termination Date, payable in twelve (12) equal monthly installments commencing in the month after the Terminate Date and in accordance with the Company’s standard payroll practices for executive officers, except that the first payment will be on the first payroll date occurring on or after the Payment Commencement Date and include a succeeding entity without Cause upon or within one catch up payment for the first installment;
(ii) the STIP Bonus the Executive would otherwise have received for the full fiscal year of in which the Termination Date occurred, based on actual performance, payable in a Change of Control at any time lump sum during the Term STIP Payment Period; and
(iii) for each outstanding award that remains subject to vesting under the LTIP as described of the Termination Date:
(1) any such performance-based award shall vest based on actual performance, as of the date of determination by the Compensation Committee after the end of the completed performance cycle for such award of the level of such performance achieved, and be pro-rated for the number of calendar days that the Executive was employed during the maximum vesting period applicable to the award, and shall be payable in Section 7 hereof. In accordance with the LTIP and applicable award agreement, and
(2) any such casetime-based award shall vest on the Termination Date in an amount that is pro-rated for the number of calendar days that the Executive was employed during the vesting period, Section 7 and shall be payable in accordance with the LTIP and applicable award agreement; and
(iv) if the Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), a cash payment equal to the employer contribution to the premium payment for actively employed senior executives with the same level of this Agreement shall controlcoverage, payable monthly in accordance with the Company’s standard payroll practices for twelve (12) months following the Termination Date or until such earlier termination of COBRA coverage, except that the first payment will be on the first payroll date occurring on or after the Payment Commencement Date and include a catch up payment for the first installment.
Appears in 2 contracts
Sources: Termination Protection Agreement (Signet Jewelers LTD), Termination Protection Agreement (Signet Jewelers LTD)
Termination by the Company Without Cause. The It is expressly acknowledged and agreed that if Executive's employment shall be terminated by Company for any reason, except as set forth in Sections 6.1, and 6.2(i), then all of the obligations under Sections 1 through 5 of the Company and Executive shall cease except that the Company shall have pay, or provide the right, at any time during the Termfollowing benefits, to terminate Executive’s employment with the Company Executive without Cause by giving written notice further recourse or liability to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to :
(i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to the unpaid portion of Executive’s then-current 's Current Base Salary earned through the Termination Date;
(ii) an amount equal to the prorata Annual Management Bonus for a the completed portion of the current annual pay period of eighteen (18) months; and where the total Annual Management Bonus is determined in accordance with Section 5.2;
(iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment an amount equal to the value of Executive’s COBRA premiums for 's vacation accrued as of the health insurance coverage for a period Termination Date;
(iv) one (1) year's Current Base Salary as severance in pay continuation. Payment of up to eighteen (18) months, payments to this severance will be made on a monthly basis when in bi-weekly payments for one (1) year (the premiums are due. Executive’s rights with regard "Initial Salary Continuation Period");
(v) during the Initial Salary Continuation Period as it may be extended pursuant to equity incentive awardssubsection (vi) below (together, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b"Total Salary Continuation Period"), Executive must will continue to be eligible for medical, dental and vision plans in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with which Executive was a general release of claims agreement in favor participant at the Termination Date. The Company will continue to pay the employer portion of the costs of these plans during the Total Salary Continuation Period;
(vi) if the Executive has not found a full time comparable executive position with another employer during the Initial Salary Continuation Period, the Company and related entities and individualswill extend the bi-weekly payment plan on a month to month basis until the earlier to occur of (A) one (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, within in each case subject only to the timeframe and in a form Executive's obligation to be prescribed by inform the Company's Human Resources Department that Executive's search for replacement employment is ongoing and continuing in good faith. The severance Said Notice from Executive shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations 15th of the Company hereundermonth commencing with the last month of the Initial Salary Continuation Period and monthly thereafter as applicable. Notwithstanding anything herein to Notice shall be made in accordance with Section 13 of this Agreement. Executive's rights under the contraryTotal Salary Continuation Period shall be offset by income earned from consulting fees with the Company, this Section 6(bby short term and/or sporadic consulting fees earned from any other business entity or by income received for part time employment with another business entity; and
(vii) shall not apply if Executive’s employment is terminated any and all payment by the Company or a succeeding entity without Cause under this Agreement are and shall be specifically conditioned upon or within one year full compliance by the Executive with all elements of a Change of Control at any time during the Term Executive Invention, Nondisclosure, Noncompetition and Nonsolicitation Agreement (attached as described in Section 7 hereof. In such case, Section 7 Exhibit B) and the other applicable provisions of this Agreement shall controlAgreement.
Appears in 2 contracts
Sources: Employment Agreement (Brooks Automation Inc), Employment Agreement (Brooks Automation Inc)
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment incomefor Good Reason Prior to, or otherwiseMore than 12 Months Following, then no such income shall a Change in any manner offset Control. If, prior to a Change in Control Date or otherwise reduce more than 12 months following a Change in Control Date, either the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon (other than for Disability or within one year death) or the Executive resigns for Good Reason (a “Non-Change in Control Termination”), then, following the Date of Termination and subject to the conditions of Section 7 and in accordance with the payment terms set forth in Section 7:
(a) the Company shall, for a period of 18 months beginning on the Payment Commencement Date, continue to pay to the Executive, in accordance with the Company’s customary payroll practices, his then current Base Salary as severance;
(b) if the Executive is eligible for and timely elects to continue receiving group medical and/or dental insurance under the continuation coverage rules known as COBRA, the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage (single, family, or other) until the earlier of (x) the end of the 18th month after the Date of Termination, and (y) the date the covered individual’s COBRA continuation coverage expires, unless, as a result of a change in legal requirements, the Company’s provision of payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply;
(c) the Executive will receive a pro-rated Target Bonus for the fiscal year in which his Date of Termination occurs, calculated by multiplying the Target Bonus for such year by a fraction, the numerator of which is the number of days the Executive was employed by the Company in such year and the denominator of which is 365, paid in a lump sum on the Payment Commencement Date;
(d) the vesting schedule of each outstanding option to purchase shares of Common Stock of the Company held by the Executive shall be accelerated in part so that the option shall become exercisable for an additional number of shares equal to 25% of the original number of shares of Common Stock subject to the option; and
(e) unvested shares, or units, if any, with respect to each restricted stock or stock unit award held by the Executive shall become vested such that the number of unvested shares or units shall be reduced by 25% of the original number of shares or units subject to such restricted stock or stock unit award; provided that the vesting will not accelerate the distribution of shares underlying equity awards if such acceleration of distribution would trigger taxation under Section 409A of the Code. For the avoidance of doubt, the equity acceleration upon a termination of the Executive by the Company without Cause or by the Executive for Good Reason prior to, or more than twelve months following, a Change in Control provided for in Sections 6.2(d) and (e) shall be in lieu of, and not in addition to, any equity acceleration provided for in any applicable equity award agreement in connection with such a termination (a “Non-CIC Duplicative Acceleration Provision”). The Executive agrees that any Non-CIC Duplicative Acceleration Provision is hereby deleted and of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlno further force or effect.
Appears in 2 contracts
Sources: Employment Agreement (Achillion Pharmaceuticals Inc), Employment Agreement (Achillion Pharmaceuticals Inc)
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause Outside a Change in Control Period; Termination by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written noticeExecutive for Good Reason Outside a Change in Control Period. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in In the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if that Executive’s employment is terminated by the Company outside a Change in Control Period (as defined in Section 7) for reasons other than death, Total Disability or a succeeding entity without Cause upon Cause, or within one year Executive terminates his employment for Good Reason outside of a Change in Control Period, the Company shall pay the following amounts to Executive:
(i) Any accrued but unpaid Base Salary for services rendered to the date of Control termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination, and any earned but unpaid bonuses for any prior calendar year.
(ii) Any benefits to which Executive 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) Subject to Executive’s execution of the Release (as defined in Section 7), an amount equal to two times the sum of Executive’s Base Salary plus his Target Annual Bonus (in each case, as then in effect), of which one-half shall be paid in a lump sum within ten (10) days after such termination and one-half shall be paid during the two (2) year period beginning on the date of Executive’s termination and shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period.
(iv) Subject to Executive’s execution of the Release (as defined in Section 7), the Company at its expense will continue for Executive and Executive’s spouse and dependents, all health benefit plans, programs or arrangements, whether group or individual, disability, and other benefit plans, in which Executive was entitled to participate at any time during the Term twelve-month period prior to the date of termination, until the earliest to occur of (A) two years after the date of termination; (B) Executive’s death (provided that benefits provided to Executive’s spouse and dependents shall not terminate upon Executive’s death); or (C) with respect to any particular plan, program or arrangement, the date Executive becomes eligible to participate in a comparable benefit provided by a subsequent employer. In the event that Executive’s continued participation in any such Company plan, program, or arrangement is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under such plan, program, or arrangement, for such period on a basis which provides Executive with no additional after tax cost.
(v) Subject to Executive’s execution of the Release (as described defined in Section 7 hereof. In such case7), Section 7 Executive shall be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to other similarly-situated executive employees of this Agreement shall controlthe Company, prorated for the year in which Executive is terminated.
Appears in 1 contract
Sources: Employment Agreement
Termination by the Company Without Cause. The Company shall have the right, may terminate Executive’s employment at any time without Cause, given 60 days’ notice (or pay in lieu thereof). In the event that, during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon (other than due to death or within one year Disability), Executive shall be eligible for the Accrued Obligations and, provided that Executive fully executes (and does not revoke) the Release of a Change of Control at any time during the Term Claims as described in Section 7 hereof7(g), Executive shall also be eligible for (i) the Severance Benefits and (ii) reimbursement for Executive’s (and Executive’s eligible dependents’) health care continuation (COBRA) premiums for 6 months following such termination (provided that (A) such COBRA benefits shall not be provided beyond the date on which Executive obtains comparable coverage from a subsequent employer and (B) such benefits shall not be provided to the extent that the Company determines that it would result in any fine, penalty or violation of law for being a discriminatory benefit or otherwise) (the “COBRA Benefits”). In Notwithstanding the foregoing, the Severance Benefits and the COBRA Benefits shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, and any Severance Benefits and COBRA Benefits that were provided will be reimbursed or repaid promptly by Executive to the Company, in the event that Executive breaches any provision of the Confidentiality and Invention Assignment Agreement or the Release of Claims. Any such casetermination, reimbursement or repayment of Severance Benefits or COBRA Benefits shall have no effect on the Release of Claims or any of Executive’s post-employment obligations to the Company. Following termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7 7(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of this Agreement doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall controlbe receipt of the Severance Benefits and the COBRA Benefits, subject to Executive’s execution and non-revocation of the Release of Claims, and the Accrued Obligations.
Appears in 1 contract
Sources: Executive Employment Agreement (PDS Biotechnology Corp)
Termination by the Company Without Cause. The Company shall have OR BY THE EXECUTIVE FOR GOOD REASON. In the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided event that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s 's employment is terminated by the Company (other than pursuant to Section 5(b)) or a succeeding entity such employment is terminated by the Executive for Good Reason (and in either such case the Executive is not entitled to benefits pursuant to Section 6(b)), the Company agrees to pay or provide to the Executive as termination compensation the following:
(i) A single lump sum payment, payable in cash within five days of the Termination Date, equal to the sum of:
(A) the accrued portion of any Base Salary and vacation through the Termination Date; plus
(B) an amount representing bonus and all other cash incentive compensation for such period determined by multiplying:
(I) the average of such bonus and other cash incentive compensation accrued for each of the three preceding full years, by
(II) the fraction of the year of termination elapsed prior to the Termination Date; plus
(C) the present value of:
(I) the Executive's Base Salary in effect upon the Termination Date for the Severance Term, plus
(II) incentive compensation for the Severance Term, based upon the Executive's average bonus and all other cash incentive compensation accrued for each of the three preceding full years, less standard withholdings for tax and social security purposes. For the purpose of determining present value, future payments will be discounted at an interest rate equal to the short-term borrowing rate of the Company.
(ii) All stock options, restricted stock or other equity awards then held by Employee will automatically be deemed amended, without Cause upon further action on the part of the Company or within the Executive, so that (A) all options will be fully vested and not subject to forfeiture or expiration by reason of the Executive's termination, and will be subject to exercise in full for one year from the Termination Date; and (B) all restricted stock or other equity awards will be fully vested and all restrictions thereon will lapse.
(iii) Continuation of benefits as follows:
(A) All benefits provided under Section 2(b) will continue for the remaining period of the Severance Term. Notwithstanding the foregoing, to the extent any such benefit cannot be provided through the applicable plan of the Company, the Company will provide such benefit outside of the plan or will provide a Change cash lump sum payment equal to the value of Control such additional benefit.
(B) The Company shall meet its obligation under (A) above, in connection with its group medical/dental plan for the period ending on the earlier to occur of: (i) the end of the Severance Term or (ii) the date the Executive ceases to be eligible for continuation coverage under the Company's group medical/dental plan pursuant to the provisions of COBRA, by providing the continuation of such coverage at any time during Company expense, contingent upon the Term as described Executive's timely election of such coverage under COBRA.
(C) To the extent required to avoid adverse tax consequences under Section 105(h) of the Internal Revenue Code of 1986 (the "Code"), the Company's payments under this Section 5(d)(iii) will be recognized by the Executive in Section 7 hereof. In his taxable income and the Executive will receive, in addition, a "gross-up" payment covering the tax liability attributable to such caserecognized income consistent with principles of paragraph 6(c)(v), Section 7 of this Agreement shall controlbelow.
(iv) Additional credited service for retirement benefits under all retirement plans, including supplemental retirement plans (if any), equivalent to the Severance Term.
Appears in 1 contract
Sources: Employment Agreement (K2 Inc)
Termination by the Company Without Cause. The In the event of any termination of the Executive’s employment during the Term by the Company without Cause, other than during a Change in Control Period, the Company shall have pay to or provide the rightExecutive with the following compensation and benefits:
(i) Any earned but unpaid Base Salary up to and including the Date of Termination, at any time payable in accordance with the Company’s customary payroll procedures;
(ii) Any earned but unpaid Annual Incentive Compensation for the last completed calendar year during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination Annual Incentive Compensation shall be effective thirty determined (30A) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan Company’s annual incentive plan, (B) utilizing the Threshold Annual Incentive Compensation Percentage, Maximum Annual Incentive Compensation Percentage, Target Annual Incentive Compensation Percentage and performance criteria previously established by the Board and the Executive’s Direct Supervisor for such completed calendar year in accordance with Section 4.1(b) and (C) by the Board and the Executive’s Direct Supervisor (1) without the exercise by the Board or program the Executive’s Direct Supervisor of any discretionary adjustment to such Annual Incentive Compensation and (2) with the Board and the Executive’s Direct Supervisor ascribing to any individual evaluation of the Executive the same result as occurs based upon the Company’s performance under its annual incentive plan, and which Annual Incentive Compensation shall be payable within 15 business days of the Date of Termination;
(iii) A cash sum equal to the effective Target Annual Incentive Compensation Percentage of the Executive’s Base Salary as of the Date of Termination multiplied by a fraction (x) the numerator of which is the number of calendar days elapsed from the January 1st immediately preceding the Date of Termination to the Date of Termination and (y) the denominator of which is 365, payable within 15 business days of the Date of Termination;
(iv) The continuation of the Executive’s Base Salary, paid in accordance with the Company’s payroll policy, from the Date of Termination to the earlier of (x) the twelve month anniversary of the Date of Termination or (y) February 28th of the calendar year following the Date of Termination;
(v) A cash sum equal to the difference (if any) between 12 months of the Executive’s Base Salary and the amounts previously paid to the executive pursuant to clause (iv), payable on the February 28th of the calendar year following the Date of Termination;
(vi) The continuation during the 12 months immediately following the date of terminationTermination of the eligibility of the Executive, his spouse and his dependent children to participate in the Company’s medical, dental, vision and life insurance plans in which the Executive, his spouse and his dependent children participated immediately preceding the Date of Termination; (ii) severance provided, however, that participation in an amount equal such medical, dental, vision and life insurance plans shall be subject to the Executive’s then-current payment of the applicable employee portion of the monthly premium cost, if any.
(vii) Any unreimbursed business expenses incurred by the Executive in the performance of his duties for the Company prior to the Date of Termination, upon receipt by the Company of documentation in such form as customarily required by the Company to report business expenses, payable in accordance with the Company’s customary business expense reimbursement procedures;
(viii) The Executive’s Base Salary for a period any vacation days accrued and unused (determined in accordance with Company policy) by the Executive from the immediately preceding January 1st until the Date of eighteen Termination, payable in accordance with the Company’s customary payroll procedures;
(18ix) months; and Any housing expense reimbursement payable in accordance with Section 4.1(d) until the earlier of (iiiA) if Executive is eligible the end of the lease for and timely elects COBRA coverage for health insurance coverage, payment of the Executive’s COBRA premiums residence in Bermuda or (B) the three month anniversary of the Date of Termination, payable in accordance with the Company’s customary business housing allowance reimbursement procedures;
(x) Reimbursement for the health insurance coverage for a period reasonable cost of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. preparation of the Executive’s rights with regard to equity incentive awardshome country federal and state income tax returns by KPMG, including stock options and restricted stock units, shall be governed or an alternate tax preparation service provider elected by separate applicable agreements entered into between the Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed approved by the Company. The severance , for the calendar year during which the Date of Termination occurred; provided that the maximum amount of tax preparation expense reimbursable by the Company pursuant hereto shall be paid in equal installments according to $2,500 and the normal payroll scheduleCompany shall have received from the Executive satisfactory written substantiation for such tax expenses, the first payment to Executive to which reimbursement shall be made on the next scheduled payroll date that occurs payable within ninety (90) 15 business days after the date submission to the Company of satisfactory written substantiation for such tax expenses;
(xi) Any proper and reasonable expense reimbursement relating to the relocation of the Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period andresidence from Bermuda, in the event the Executive shall subsequently receive income from providing and the Executive’s services family relocate their permanent residence from Bermuda during the 12 months immediately following the Date of Termination, which relocation expense reimbursement shall be made in a manner agreeable to any person or entitythe Company and the Executive and subject to receipt by the Company of satisfactory written substantiation for such relocation expenses, including self employment income, or otherwise, then no which reimbursement shall be payable within 15 business days after the submission to the Company of satisfactory written substantiation for such income shall in any manner offset or otherwise reduce the payment obligations relocation expenses; and
(xii) Any other benefits available to employees of the Company hereunder. Notwithstanding anything herein generally, through and including the Date of Termination, payable or deliverable in accordance with the terms and conditions applicable to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlbenefits.
Appears in 1 contract
Sources: Employment Agreement (Endurance Specialty Holdings LTD)
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate It is expressly acknowledged and agreed that if Executive’s employment with shall be terminated by Company for any reason, except as set forth in Sections 6.1, and 6.2.1, then all of the obligations under Sections 1 through 5 of the Company without Cause by giving written notice to Executive, which termination and Executive shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If cease except that the Company terminates Executive’s employment shall pay, or provide the following benefits, to Executive without Cause, further recourse or liability to the Company’s obligation to Executive shall be limited solely to :
(i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to the unpaid portion of Executive’s then-current Current Base Salary earned through the Termination Date;
(ii) an amount equal to the prorata Annual Management Bonus, if any, for a the completed portion of the current annual pay period of eighteen (18) months; and where the total Annual Management Bonus is determined in accordance with Section 5.2;
(iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment an amount equal to the value of Executive’s COBRA premiums vacation accrued as of the Termination Date;
(iv) one (1) year’s Current Base Salary as severance in pay continuation Payment of this severance will be made in bi-weekly payments for one (1) year (the health insurance coverage “Initial Salary Continuation Period”);
(v) during the Initial Salary Continuation Period as it may be extended pursuant to subsection (vi) below (together, the “Total Salary Continuation Period”), Executive will continue to be eligible for medical, dental and vision plans in which Executive was a period participant at the Termination Date. The Company will continue to pay the employer portion of up the costs of these plans during the Total Salary Continuation Period;
(vi) if the Executive has not found a full time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment plan on a month to eighteen month basis until the earlier to occur of (18A) monthsone (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, payments in each case subject only to the Executive’s obligation to inform the Company’s Human Resources Department that Executive’s search for replacement employment is ongoing and continuing in good faith. Said Notice from Executive shall be made on a the 15th of the month commencing with the last month of the Initial Salary Continuation Period and monthly basis when the premiums are duethereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, under the Total Salary Continuation Period shall be governed offset by separate applicable agreements entered into between income earned from consulting fees with the Company, by short term and/or sporadic consulting fees earned from any other business entity or by income received for part time employment with another business entity; and
(vii) any and all payment by the Company under this Agreement are and shall be specifically conditioned upon full compliance by the Executive with all elements of the Executive Invention, Nondisclosure, Noncompetition and Nonsolicitation Agreement (attached as Exhibit B) and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 other applicable provisions of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate the Executive’s employment with the Company without Cause by giving written notice to the Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) 30 days pay in lieu of notice. If the Company terminates the Executive’s employment without Cause, the Company’s obligation to the Executive shall be limited solely to (i) unpaid Base Salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) a severance in an amount equal to the Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed prepared by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date Company’s receipt of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the expiration of any rescission period set forth in such agreementagreement without rescission by Executive. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of in Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.
Appears in 1 contract
Termination by the Company Without Cause. The If the Company terminates Employee’s employment other than for Cause pursuant to Paragraph 6, the Company shall have pay or provide the rightEmployee, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide within thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and with: (i) any unpaid bonus salary earned in accordance with the then applicable bonus plan or program under this Agreement prior to the effective date of termination; (ii) severance in an amount equal any accrued but unused PTO days prior to Executive’s then-current Base Salary for a period the date of eighteen termination; (18iii) monthsany unpaid compensation due under Paragraph 4 (b) herein; and (iiiiv) if Executive is eligible any unpaid expense reimbursement owed to her for and periods through the date of termination (collectively, the “Accrued Benefits”). In addition to the Accrued Benefits, the Company shall also provide the following:
(a) The Company shall provide Employee six (6) months of continued payment of base salary on a bi-weekly basis. If Employee timely elects COBRA continued coverage for health insurance coverageunder COBRA, payment of Executivethe Company will pay Employee’s COBRA premiums necessary to continue Employee’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the date of termination and ending on the earliest to occur of: (i) six (6) months following the date of termination or (ii) the date Employee and Employee’s eligible dependents, if applicable, become eligible for group health insurance coverage through a new employer. In the event Employee becomes covered under another employer’s group health plan during the COBRA Premium Period, Employee must immediately notify Company of such event. To be eligible for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under severance payment provided for in this Section 6(b)7, Executive Employee must be in compliance with Section 5 of this Agreement, have executed and must execute, return, not rescind revoked a full and comply with a complete general release of any and all claims agreement in favor of against the Company and related persons and entities and individualsin the standard form then used by the Company (“Release”), within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety sixty (9060) days after of the date of Executive’s termination termination. Upon making all of employmentthe applicable severance payments and benefits, provided that except with respect to any outstanding equity compensation agreements, the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty further obligations to mitigate damages Employee under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing ExecutiveAgreement or any other agreement relating to or arising out of Employee’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations status as an employee of the Company hereunder. Notwithstanding anything herein (as opposed to some other status with respect to the contraryCompany, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company such as a shareholder or a succeeding entity without Cause upon or within one year holder of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlstock option).
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in In the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s that your employment is terminated by the Company or a succeeding entity without Cause pursuant to Section 10(d), the Company shall compensate you as follows:
(i) Any accrued but unpaid Base Salary as of the date of termination for services rendered to the date of termination;
(ii) Any accrued but unpaid expenses required to be reimbursed pursuant to Section 3;
(iii) Any vacation accrued to the date of termination; and
(iv) As your sole damages and conditioned upon or within your execution and delivery of a general release in favor of the Company, its employees, Officers, Directors and Affiliates the Company agrees to provide you with the following benefits:
(a) one year of Base Salary payable over twelve (12) months;and those perquisites effective at the time of the termination (i.e., cell phone) including those normally provided to active full time senior executives;
(b) pro-rated bonus based on greater of the current year plan or prior year actual bonus or at your option a Change combination of Control at any time the pro-rated bonus and senior executive outplacement service during the Term severance period, with such combination not to exceed the total amount of the pro-rated bonus; however, in the event the amount of the pro-rated bonus does not cover the cost of outplacement service, at your option, in lieu of paying the pro-rated bonus, the Company will pay for outplacement services up to a maximum fee of $20,000. Outplacement services would be provided by a nationally recognized executive outplacement firm;
(c) the Company will pay medical and dental coverage for one year under COBRA
(d) the Company will continue payment of the premiums for one year on the life insurance (3x salary) as described outlined in 3e;
(e) In the event a minimum of 125,000 shares of the initial grant, as outlined in 3c(i), have not already vested on their scheduled annual vesting dates as of your termination date, then a sufficient number of shares subject to the Option will be accelerated as of the employment termination date so that a total of 125,000 shares have vested.
(f) During the period in which you must report executive officer securities transactions under applicable securities laws and regulations (under present regulations, up to six months from the termination date), you may not sell, transfer or dispose of Genta securities beneficially owned by you or otherwise engage in a reportable transaction with respect to Genta securities beneficially owned by you. Thereafter, all vested stock options shall be exercisable for up to one year beyond the termination date of the expiration of the then applicable executive officer reporting requirements, but not later than the expiration date of the option. The benefits to which you may be entitled upon termination pursuant to the plans, policies and arrangements referred to in Section 7 hereof. In 3 hereof shall be determined and paid in accordance with the terms of such caseplans, Section 7 of this Agreement shall controlpolicies and arrangements.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, Millennium Mortgage may terminate Executive’s employment without cause at any time during the Termterm of this Agreement by giving the Executive nine (9) months’ prior notice of such termination, during which period Executive will continue to terminate receive Base Salary and Commissions and benefits to which Executive would normally be entitled under the terms of this Agreement. During the notice period, Executive must fulfill all of Executive’s employment with the Company without Cause by giving written notice duties and responsibilities, continue to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates meet annual budget numbers for profit and expense and use Executive’s employment without Causebest efforts to train and support Executive’s replacement, if any. Failure of Executive to comply with this requirement may result in Termination for Cause described below. Notwithstanding the Company’s obligation foregoing, Millennium Mortgage, at its option, may instruct Executive during such period not to undertake any active duties on behalf of Millennium Mortgage, in which case Executive shall be limited solely entitled to receive for each month in the remainder of the notice period the greater of either earned Commission to which the Executive would be entitled under Section 3.1 or monthly Commissions in the amount of his “Average Monthly Commission,” which is defined as the average monthly commission Executive earned during the completed 6 month period (ior, if less, the period between the commencement of employment and the active employment separation date) unpaid Base Salary plus any accrued but unpaid benefits immediately prior to the effective date month in which the Executive was placed on non-working notice. Executive also may continue normal participation in Millennium Mortgage benefit plans at his own cost. All payments and benefits referenced herein which may be paid to Executive as a result of terminationa Termination Without Cause are conditioned upon and subject to the Executive executing a valid general release and waiver, waiving all claims the Executive may have against Millennium Mortgage, Millennium Bank, and all of their respective subsidiaries, affiliates, directors, officers, employees, shareholders and agents other than rights of indemnification, rights to directors and officers insurance, and any unpaid bonus earned in accordance with the then applicable bonus plan or program rights to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and accrued benefits under this Section 6(bthe employee benefit plans (including equity plans), Executive must be in compliance with Section 5 unless otherwise provided under the terms of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlthose plans.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s your employment without CauseCause prior to the CFO Termination Date, then, subject to your execution and nonrevocation of the Company’s obligation to Executive Second Release (as defined in the Transitional Employment Agreement), and such release becoming effective, you shall be limited solely entitled to (i) any then unpaid Base Salary plus any accrued but unpaid benefits to as set forth in Section 2 hereof (payable in a lump-sum on the effective 60th day following your date of termination), and (ii) any then unpaid bonus earned Base Salary as set forth in accordance with Section 3(a) of the then applicable bonus plan or program to Transitional Employment Agreement (payable in a lump-sum on the effective 60th day following the date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, any payment of Executive’s COBRA premiums for to which you are entitled under the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt terms of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period Bonus Plan as set forth in Section 3 hereof, and (iv) full vesting acceleration and settlement of then unvested shares subject to your M&A RSUs and Interim CFO RSUs as set forth in Section B3(c) of the Transitional Employment Agreement. Additionally, subject to your execution and nonrevocation of the Second Release, and such agreement. Executive shall release becoming effective, if the Company terminates your employment without Cause during 2017 and prior to the CFO Termination Date, the Company agrees that you will be eligible to receive under Section 3 of this Employment Agreement the annual bonus that you would have no duty earned for 2017 had you been employed through the time of payment, notwithstanding the condition under the Bonus Plan that in order to mitigate damages under this Section 6(b) during the applicable severance period and, be eligible to participate in the event Executive shall subsequently Bonus Plan a Participant (as defined in the Bonus Plan) must be employed at the time of payment. Any such bonus under the Bonus Plan is subject to the approval of the Compensation Committee of the Company’s Board of Directors, after evaluating to the extent to which the performance objective under the Bonus Plan has been achieved. For the avoidance of doubt, any payment you receive income from providing Executive’s services will be calculated in the same manner used for all other Participants under the Bonus Plan, and will be paid at the same time payments are made to any person or entity, including self employment income, or otherwise, then no such income shall other Participants but in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contraryevent no later than March 15, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or 2018 and payable in a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controllump-sum.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment an additional severance benefit calculated by the Company in its discretion equal to (A) the cost of Executive’s monthly COBRA premiums for (determined as of the health insurance coverage for a period effective date of up to eighteen termination) multiplied by (B) 18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance benefits set forth in clauses (ii) and (iii) of the third sentence hereof shall be paid in equal installments according to the Company’s normal payroll schedule, with the first payment to Executive to be made on the next scheduled payroll date that occurs commence within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.
Appears in 1 contract
Termination by the Company Without Cause. The Executive’s employment under this Agreement may be terminated by the Company shall have the right, at any time during without “Cause” (as defined in Section 6(b)) by the Term, Company upon sixty (60) days’ prior written notice to terminate the Executive. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 6(b) and is not a termination on account of death or disability under Section 6(c) shall be deemed a termination without Cause. Upon any such termination of the Executive’s employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than any obligations with respect to earned but unpaid Base Salary and bonus under Section 4. In addition, subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall continue to pay the Executive his Base Salary at the rate then in effect pursuant to Section 4(a) for a period of twelve (12) months from the Date of Termination and shall pay to the Executive in monthly installments over the year, an amount equal to the Executive’s cash bonus, if any, received in respect of the immediately preceding year pursuant to Section 4(b) beginning with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the first payroll date of such written notice. The Company may provide that begins thirty (30) days after the Date of Termination. For purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each monthly payment shall be considered a separate payment. The Company shall also pay in lieu 100% of notice. If the Company terminates costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s employment without Cause, title and responsibility and provide the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, with health and any unpaid bonus earned in accordance dental insurance continuation at a level consistent with the then applicable bonus plan or program to level and type the effective date executive had in place at the time of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary termination for a period of eighteen twelve (12) months from the Date of Termination. The twelve months shall be considered the first twelve months of the executive’s (18) month COBRA eligibility period. Upon completion of the twelve months; and , the executive shall have (iii6) if Executive further months of COBRA eligibility for which he will have sole responsibility for making appropriate premium payments in order to continue coverage that he is eligible for and timely elects under COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlprovisions.
Appears in 1 contract
Sources: Employment Agreement (Albany Molecular Research Inc)
Termination by the Company Without Cause. The Company shall have Except as provided in Section 6, if the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if ExecutiveEmployee’s employment is terminated by the Company or a succeeding entity without Cause upon or as provided in Section 4(d), then the Company shall, through the Date of Termination, pay the Employee his Accrued Benefit. Except as provided in Section 6, if (i) the Employee’s employment is terminated by the Company without Cause as provided in Section 4(d), (ii) the Employee signs a general release of claims in a form and manner satisfactory to the Company (the “Release”) within one year thirty (30) days of a Change the receipt of Control at any time the Release and does not revoke such Release during the Term seven-day revocation period, and (iii) the Employee complies with the Confidentiality Agreement, then
A. The Company shall pay the Employee an amount equal to the sum of 0.5 times the Employee’s Base Salary. Such amount shall be paid out in a lump sum on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, whichever is later.
B. As of the Date of Termination, all vested stock options held by the Employee shall be exercisable for six (6) months following the Date of Termination; and any unvested stock options, restricted stock or other stock-based equity award will be immediately forfeited upon the Date of Termination.
C. Subject to the Employee’s copayment of premium amounts at the active employees’ rate, the Company shall pay its share of the premiums for the Employee’s participation in the Company’s group health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as described amended (“COBRA”) for a period of six (6) months following the Date of Termination (the “Health Continuation Period”). The Employee may continue to participate in Section 7 hereof. In such case, Section 7 of this Agreement shall controlthe Company’s group health plans after the Health Continuation Period at his own cost pursuant to COBRA.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus the Employee is terminated by the Company for any accrued but unpaid benefits to the effective date of terminationreason other than for Cause, and any unpaid bonus earned in accordance with the then applicable bonus plan Disability or program to the effective date of termination; death, (ii) severance in an amount equal if the Employee is terminated by the Company for what the Company believes is Cause or Disability, and it is ultimately determined that the Employee was terminated without Cause or Disability, the Employee shall be entitled to Executive’s then-current receive, as severance, his/her Base Salary for a period of eighteen three (183) monthsmonths following the Termination Date; and (iii) provided, however, that if Executive is eligible for and timely elects COBRA coverage for health insurance coveragesuch termination occurs at any time within one year after the occurrence of, payment or in contemplation of, a Change of Executive’s COBRA premiums for the health insurance coverage Control then Employee shall be entitled to receive his/her Base Salary for a period of up to eighteen (18) months, payments to one year following the Termination Date. Such payment of Base Salary shall be made on a monthly basis when in accordance with the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and normal payroll practices of the Company, net of applicable taxes, tax withholdings and employee portions of medical and dental insurance premiums, if any. As a condition During this period, the Company shall also continue to his receipt pay the Company portion of premiums, if any, to continue medical and dental coverage pursuant to the provisions of the post-employment existing plan or of the Consolidated Omnibus Budget Reconciliation Act. During this period, the Company will also continue Employee's life insurance and disability coverage, to the extent permitted under applicable policies, and will pay to the Employee the fringe benefits pursuant to section 5 which have accrued prior to the Termination Date. Incentive bonus, in any, for the year of termination will be prorated based on the Termination Date and paid in accordance with the annual bonus payment schedule. Notwithstanding the forgoing, the Company shall not be obligated to make any of the payments or provide the other benefits called for by this section 6(d) unless (i) Employee signs a waiver and benefits under this Section 6(b)release of all claims against the Company, Executive must be the Parent Company and its subsidiaries in compliance with Section 5 a form acceptable to the Company, and (ii) Employee is not in breach of this Agreement, including sections 7 and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control8.
Appears in 1 contract
Sources: Employment Agreement (Rc2 Corp)
Termination by the Company Without Cause. The Company shall have Except as provided in Section 7, if the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or as provided in Section 5(d), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. Except as provided in Section 7, if (i) the Executive’s employment is terminated by the Company without Cause as provided in Section 5(d), (ii) the Executive signs a general release of claims in a form and manner satisfactory to the Company (the “Release”) within one year 21 days of a Change the receipt of Control at any time the Release and does not revoke such Release during the Term as described seven-day revocation period (if applicable), and (iii) the Executive complies with the Confidentiality Agreement, then
A. The Company shall pay the Executive an amount equal to the sum of one (1) times the Executive’s Base Salary. Such amount shall be paid out either in Section 7 hereofa lump sum or in installments, per the discretion of the Company, and commencing on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, whichever is later.
▇. ▇▇ of the Date of Termination, all vested stock options held by the Executive shall be exercisable for twelve (12) months following the Date of Termination; and any unvested stock options, restricted stock or other stock-based equity award will be immediately forfeited upon the Date of Termination.
C. Executive’s coverage under the Company’s group health insurance will extend through the end of the month in which the Date of Termination occurs. Executive may elect COBRA continuation coverage for the group health plans. Notification of conditions and premiums costs to continue health insurance will be provided to Executive following termination. Executive will be responsible for payment of premiums for health insurance coverage secured after the end of the month in which the Date of Termination occurs. In such caseconsideration of the loss of various benefits provided by the Company, Section 7 the Company shall choose to either provide a lump sum payment to Executive equal to twelve (12) times the Company’s share of the monthly health insurance premium for the health insurance plan in force on the Date of Termination, less applicable withholdings and deductions OR provide a monthly subsidy for a period of twelve (12) months and equivalent to the Company’s share of the monthly health insurance premium for the health insurance plan in force on the Date of Termination to offset the Executive’s COBRA cost.
D. The Company shall have no obligation to make any further payments (salary, bonus or otherwise) or provide any further benefits to Executive except as otherwise provided under the applicable terms of this Agreement shall controlor the Company’s Employee Benefit Plans.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have In the right, at any time during the Term, to terminate event that Executive’s employment with is terminated without Cause:
(a) during the time period that begins on the Effective Date and ends 180 days after the Effective Date, the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary continue for a period of eighteen 12 months (18) months; the “12-Month Severance Period”), to pay to Executive the annual base salary then in effect and (iii) payment for accrued but untaken vacation days. During the Severance Period, if the Executive is eligible for entitled to and timely elects to have COBRA coverage, the Company shall make a monthly payment to the Executive equal to the monthly cost of COBRA coverage for under the Company’s group health insurance coverage, payment of Executive’s COBRA premiums plan for the health insurance coverage Executive and his family members who are entitled to such COBRA coverage.
(b) during the time period that begins on the 181st day after the Effective Date and ends on December 31, 2011, thereafter, the Company shall continue for a period of up nine months (the “9-Month Severance Period”), to eighteen (18) monthspay to Executive the annual base salary then in effect and payment for accrued but untaken vacation days. During the Severance Period, payments if the Executive is entitled to be made on and elects to have COBRA coverage, the Company shall make a monthly basis when payment to the premiums are due. ExecutiveExecutive equal to the monthly cost of COBRA coverage under the Company’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between group health plan for the Executive and his family members who are entitled to such COBRA coverage.
(c) during the time period that begins on the January 1, 2012 and thereafter, the Company shall continue for a period of six months (the “6-Month Severance Period”), to pay to Executive the annual base salary then in effect and payment for accrued but untaken vacation days. During the Severance Period, if the Executive is entitled to and elects to have COBRA coverage, the Company shall make a monthly payment to the Executive equal to the monthly cost of COBRA coverage under the Company’s group health plan for the Executive and his family members who are entitled to such COBRA coverage. As For the purposes of clarity, the Company shall not be entitled to terminate this Agreement without Cause prior to the 91st day after the Effective Date. In addition, for the purposes of clarity, the Executive shall only be entitled to a condition to his receipt of the post-employment payments and benefits single payment under this either Section 6(b5.2(a), Executive must be in compliance with Section 5 of 5.2(b) or 5.2(c) pursuant to this Agreement. The Company shall not be obligated to make the severance payments otherwise provided for in Section 5.2 unless the Executive provides to the Company, and must executedoes not revoke, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form satisfactory to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the rightmay, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving delivering sixty (60) days' prior written notice to Executive, which termination shall be effective thirty terminate Executive's employment at any time and without Cause (30as defined below) calendar days from by:
(a) paying to Executive, no later than the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, a lump sum equal to:
(i) Executive's base salary accrued through the date of termination;
(ii) all accrued vacation pay and accrued bonuses, if any, to the date of termination;
(iii) any unpaid bonus earned bonus, if any, which would have been paid but for the termination, prorated through the date of termination, based upon the Company's performance and in accordance with the then applicable terms, provisions and conditions of any Company incentive bonus plan or program to in which Executive may be designated a participant;
(iv) if the effective date of termination; (ii) severance in termination occurs within one year of the Commencement Date, an amount equal to 12 months of Executive’s then-current Base Salary 's base salary at the rate in effect on the date of notice of termination (the "Severance Amount"). The Severance Amount shall be increased to 18 months of Executive's base salary as of the date of the notice of termination if the date of termination is not less than one nor more than two years after the Commencement Date, and the Severance Amount shall be further increased to 24 months of such base salary if the date of termination is more than two years after the Commencement Date;
(b) providing, for a period of eighteen (18) months12 months after the date of termination, at the Company's expense, coverage to Executive under the Company's life insurance and disability insurance policies and to Executive and his dependents under the Company's health plan; and (iii) if any of the Company's health, life insurance, or disability insurance plans are not continued or if Executive is not eligible for coverage thereunder because of the termination of his employment, the Company shall pay the amount required for Executive to obtain equivalent coverage;
(c) providing to Executive reasonable outplacement services; and
(d) providing an office, secretarial support, and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage access to equipment and supplies for a period of up 6 months after termination. In addition, notwithstanding anything to eighteen (18) monthsthe contrary contained herein or in any agreement with respect hereto, payments upon termination of Executive's employment pursuant to be made on a monthly basis when this Section 4, all equity options, restricted equity grants and similar rights held by Executive with respect to securities of the premiums are due. Executive’s rights with regard to equity incentive awardsCompany, including stock options and restricted stock unitswithout limitation the Option, shall be governed by separate applicable agreements entered into between automatically become fully vested and shall become immediately exercisable. In the event that any compensation paid to Executive under this Agreement and the Company. As Stock Option Agreement would be considered a condition parachute payment pursuant to his receipt of the post-employment payments and benefits under this Internal Revenue Code Section 6(b)280G, Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company shall pay Executive the gross up amount necessary so that Executive will net the amount called for under such agreements after payment of excise taxes under Internal Revenue Code Section 4999 and related entities Federal and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive state income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controltaxes.
Appears in 1 contract
Sources: Employment Agreement (Ricex Co)
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to may terminate Executive’s employment with the Company at any time without Cause by giving written notice to Cause, effective upon Executive, which termination shall be effective thirty (30) calendar days from the date ’s receipt of such written notice. The Company may provide thirty (30) days pay in lieu written notice of noticesuch termination. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in In the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if that Executive’s employment is terminated by the Company or a succeeding entity without Cause upon (other than due to death or within one Disability), Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year 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 a Change the Company in which Executive’s termination occurs, as determined by the Compensation Committee, payment of Control 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 any the same time it would otherwise be paid to Executive had no termination occurred, but in no event later than the date that is 2½ months following the last day of the fiscal year of the Company in which such termination occurred; provided, that in the event the termination of Executive’s employment occurs during the Term 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 occurred, 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;
(iv) 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 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, 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;
(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 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 Protected 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 expires or (B) the Continuation Period. 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 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 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 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 Company. Notwithstanding the above, if Executive accepts employment with another employer, these outplacement benefits shall cease. The payments and benefits described in Section 7 clauses (ii)-(vii) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, and Executive shall promptly repay to the Company any “applicable amount,” in the event that Executive materially breaches any provision of the Non-Interference Agreement. For purposes hereof. In such , 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 termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7 8(d), 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 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 controlbe 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 shall have Board of Directors may terminate the right, at any time during the Term, to terminate Executive’s employment with for reasons other than death, Disability or for Cause (as defined in Section 3.5) by notifying the Company without Cause by giving written notice to Executive, which termination shall be effective thirty Executive in writing at least sixty (30) calendar days from the date of such written notice. The Company may provide thirty (3060) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits prior to the effective date of termination, and any unpaid bonus earned in accordance with . Upon the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 expiration of this Agreementsixty (60) day period, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the termination by the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Companyis effective. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety Within thirty (9030) days after the date of termination, unless Section 3.6 is applicable to this payment, the Company shall pay to the Executive a lump sum cash payment equal to the aggregate amount of twenty-four (24) months of the base salary as in effect prior to the date of notice of termination. The Executive’s participation in the life, medical, dental, vision, AD&D, prescription drug, long-term disability and executive medical reimbursement programs provided to the Executive prior to the date of notice of termination shall be continued or equivalent benefits provided by the Company, at the Company’s expense, for a period of employmenttwo (2) years from the date of the Executive’s Separation from Service. Also, provided that within thirty (30) days after the date of termination, unless Section 3.6 is applicable to this payment, the Company has received shall pay to the signed general release Executive a lump sum cash payment equal to the value of claims agreement coverage under the Company’s executive life insurance program, personal health services allowance and health club benefit program for a period equal to twenty-four (24) months. The Company shall pay to the Executive a pro rata share of the Bonus for the year in which the termination occurs based on the Executive’s Bonus program and the results of the Company for that fiscal year determined as provided in Section 3.1. The pro rata Bonus shall be paid in a lump sum within sixty (60) days after the end of the applicable fiscal year, unless Section 3.6 is applicable to this payment. The Company shall also pay to the Executive all benefits to which the Executive has a vested right at the time of termination in accordance with the terms of the plans, documents or agreements governing those benefits. The Executive shall be fully vested in any unvested grants of equity, stock option or restricted stock unit awards previously received and shall be fully vested in any prior year awards that remain unvested or any awards made for the fiscal year in which termination occurs under the TRG Incentive Plan or any successor plan. All vested awards under any equity incentive or other incentive programs shall be paid in accordance with the terms of the governing plan or program, notwithstanding any provision of the governing plan or program calling for forfeiture of benefits upon termination. Within thirty (30) days after the date of termination, unless Section 3.6 is applicable, the Company shall also pay the Executive a separation from service lump sum cash payment for the year in which termination occurs equal to twice the highest amount of the Bonus paid or payable in respect of the three previous fiscal years prior to the year in which termination occurs as well as a separation from service equity award equal to the highest restricted stock award granted during the three previous fiscal years prior to the year in which termination occurs. The separation from service equity award described above shall be paid in the form of a grant of unrestricted shares of common stock of the Company; provided, however, that if for any reason a grant of such shares cannot rescinded be made to the Executive, then the separation from service equity award shall be paid in the form of a lump sum cash payment in an amount determined by multiplying (i) the closing price for the common stock of the Company, as reported on the New York Stock Exchange, as of the day immediately preceding the payment date, times (ii) the number of shares that otherwise would have been granted under the separation from service equity award. In accordance with the “Policy Regarding Stockholder Approval of Severance Agreements,” which was adopted by the Board of Directors on December 6, 2006 (the “Severance Policy”), all payments and Benefits (as such agreement within term is defined in the rescission period Severance Policy) provided pursuant to this Section 3.4 are subject to and shall not exceed the Severance Benefits Limitation set forth in the Severance Policy. In the event that the aggregate present value of all payments and Benefits (as such agreement. Executive shall have no duty term is defined in the Severance Policy) to mitigate damages be provided under this Section 6(b) during 3.4 would, but for the applicable severance period andpreceding sentence, exceed the Benefits Threshold (as such term is defined in the event Executive Severance Policy), the payments and Benefits shall subsequently receive income from providing Executive’s services be reduced or forgone to comply with the Severance Benefits Limitation set forth in the Severance Policy by first reducing the pro rata Bonus payment, next reducing any person or entity, including self employment income, or otherwise, other lump sum cash payments and then no such income shall in any manner offset or otherwise reduce reducing the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlBenefits provided.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to may terminate Executive’s employment with at any time without Cause, effective upon Executive’s receipt of written notice of such termination. In the event that Executive’s employment is terminated by the Company without Cause by giving written notice (other than due to Executivedeath or Disability), which termination Executive shall be effective thirty entitled to:
(30i) calendar days from The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such written notice. The Company may provide thirty (30) days pay in lieu termination, which amount shall be paid at such time annual bonuses are paid to other senior executives of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to , but in no event later than the date that is two and one-half (i2½) unpaid months following the last day of the fiscal year in which such termination occurred;
(iii) Continued payment of the Base Salary plus any accrued but unpaid benefits to during the effective date of terminationSeverance Term, and any unpaid bonus earned payable in accordance with the then applicable bonus plan or program Company’s regular payroll practices;
(iv) An amount equal to one and a half (1.5) times Executive’s then-Target Annual Bonus, payable in substantially equal installments on each regularly scheduled payroll date of the Company during the Severance Term;
(v) If such termination occurs prior to the effective third (3rd) anniversary of the Start Date, continued vesting in the Inducement RSUs during the Severance Term without regard to any continued employment requirement (it being understood and agreed that all other unvested equity awards will be forfeited upon such termination except as provided pursuant to clause (vi) below); and
(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 timely election of COBRA continuation coverage under the Company’s group health plan, on the first regularly scheduled payroll date of termination; (ii) severance in each month of the Severance Term, the Company will pay directly to or on behalf of Executive an amount equal to Executive’s then-current Base Salary for a period the “applicable percentage” of eighteen (18) months; and (iii) if Executive is eligible for and timely elects the monthly COBRA coverage for health insurance coveragepremium cost. For purposes hereof, payment the “applicable percentage” shall be the percentage of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed care premium costs covered by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after for active executive officers determined as of the date of Executive’s termination of employment. Notwithstanding the foregoing, provided that the payments and benefits described in clauses (ii), (iii), (iv), (v), and (vi) above shall immediately terminate, and the Company has received shall have no further obligations to Executive with respect thereto, in the signed general release event that Executive breaches any provision of claims agreement and Executive has not rescinded the Restrictive Covenant Agreement. Following such agreement within termination of Executive’s employment by the rescission period Company without Cause, except as set forth in such agreement. this Section 8(d), Executive shall have no duty further rights to mitigate damages any compensation or any other benefits under this Section 6(b) during Agreement. For the applicable severance period andavoidance of doubt, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self sole and exclusive remedy upon a termination of employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year shall be receipt of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlSeverance Benefits.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have In the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If event that the Company terminates Executive’s employment without Cause, the Company’s obligation this Agreement pursuant to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of terminationArticle 8.3, and any unpaid bonus earned Executive executes a release in accordance with Article 8.5.4 below, the then applicable bonus plan or program Company shall continue to pay to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Executive the Base Salary in effect as of the Date of Termination for a period of eighteen twelve (1812) months; months from the Date of Termination (the “Severance Period”), provided that such termination constitutes a separation from service within the meaning of Section 409A of the Code. If Executive properly elects to continue coverage in the Company’s group health plan(s) pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and the applicable terms of the plan, the Company will reimburse Executive for COBRA premiums (iiiat the same level of coverage or less for Executive in effect immediately prior to the Termination Date) if during the Severance Period. Should the COBRA policy lapse due to Executive’s non-payment of any employee premiums and/or Executive’s failure to submit required COBRA forms, it shall be the responsibility of Executive is eligible to cure such defects, and Employer will not be held liable for any lapses in coverage and timely elects COBRA will not be required to make any payments for continued healthcare coverage for the Executive during any lapse in COBRA coverage. Should Executive, during the Severance Period, become eligible to receive health insurance coveragebenefits from another employer, payment Executive must notify the Company within ten (10) business days of Executive’s such event. Upon such notification, the Company will have no further obligation to reimburse Executive for the COBRA premiums for Executive. If the health insurance coverage for a period Company, in its sole discretion, determines the reimbursements of up to eighteen (18) months, payments any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be made on a monthly basis when taxable under the premiums are duePatient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code, the premium reimbursements will be imputed as income and treated as taxable to Executive to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. Executive’s rights with regard to equity incentive awardsIn no event, including stock options and restricted stock unitshowever, shall the continuation of such payments during the Severance Period be governed deemed to be employment hereunder for any purpose. Any outstanding stock option or other stock awards held by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt as of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 Date of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of Termination that would otherwise vest during the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the CompanySeverance Period shall immediately vest. The severance payments shall be paid in equal installments according to the normal payroll schedule, schedules with applicable withholdings made from the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employmentpayment, provided that that, Executive executes the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth Release described below in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlArticle 8.4.4.
Appears in 1 contract
Termination by the Company Without Cause. (a) The Executive 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 Executive in the event that the Executive’s employment is terminated without cause and the Executive hereby waives any claim to any other payments or benefits from the Company.
(b) The Company shall have may terminate the right, Executive’s employment without cause at any time during by providing the TermExecutive with twelve (12) months’ written notice, to terminate pay in lieu of written notice, or a combination thereof (with the Executive’s effective termination date arising from his termination without cause defined as the “Termination Date”), subject to the conditions specified in this paragraph 13.
(c) In the event that the Company terminates the Executive’s employment without cause in accordance with this paragraph 13 and for greater certainty, the Company will continue to pay the Executive’s Base Salary up to the Termination Date; pay the value of any unused accrued vacation entitlement of the Executive pro-rated for that portion of the calendar year up to the Termination Date or as may be required by the ESA; and reimburse the Executive for any unpaid business expenses (with such accrued amounts owing by the Company to the Executive in connection with the Executive’s cessation of employment with the Company without Cause by giving written notice defined as the “Accrued Obligations”).
(d) If the Company elects to Executive, which termination shall be effective thirty (30) calendar days from provide the date of such written notice. The Company may provide thirty (30) days Executive with pay in lieu of notice. If notice under paragraph 13(a) above, the amount of pay provided by the Company terminates will consist of only the Executive’s employment without CauseBase Salary (the “Severance Amount”), and the Severance Amount will not include any Annual Bonus payment or other bonus or incentive payment (including any long term incentives), vacation pay, allowance, benefits, or any other compensation, amount or entitlement that the Executive may be eligible to receive under this Agreement or otherwise. The Severance Amount will be subject to all required statutory deductions and withholdings. For greater certainty, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to will remain eligible for the effective date of terminationFinal Full Fiscal Year Annual STIP Bonus and the Prorated Annual STIP Bonus, as applicable, in accordance with, and any unpaid bonus earned in accordance with subject to, the then applicable bonus plan or program to the effective date terms of termination; (iiparagraph 6(b) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. .
(e) The severance Severance Amount shall be paid in equal installments according to for the normal period of time covered by paragraph 13(a) (the “Severance Period”) in accordance with the Company’s established payroll schedule, practices at the first payment to Executive to be made on time of the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that (the Company has received “Severance Payments”). The Executive will be subject to the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no common law duty to mitigate damages during the Severance Period. If the Executive mitigates in whole or in part during the Severance Period, the Company may deduct the Executive’s mitigation earnings (regardless of: (i) the source of such earnings, i.e. employment, consulting, contract work, etc.; and (ii) whether such earnings are earned personally by the Executive or through a corporate entity controlled by the Executive) from the Severance Payments due under this Section 6(bAgreement. The Executive acknowledges and agrees that the Executive has a duty to report all of the Executive’s mitigation earnings to the Company.
(f) during For greater certainty, in no circumstances will the applicable severance period and, Executive receive less notice or pay in lieu of notice from the Company arising from the Executive’s termination without cause than the Executive is entitled to receive under the ESA.
(g) The Executive 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 Executive in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce that the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by without cause and the Company Executive hereby waives any claim to any other payments or a succeeding entity without Cause upon or within one year of a Change of Control at any time during benefits from the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlCompany.
Appears in 1 contract
Sources: Employment Agreement (Village Farms International, Inc.)
Termination by the Company Without Cause. The Company shall have Except as provided in Section 7, if the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or as provided in Section 5(d), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. Except as provided in Section 7, if (i) the Executive’s employment is terminated by the Company without Cause as provided in Section 5(d), (ii) the Executive signs a general release of claims in a form and manner satisfactory to the Company (the “Release”) within one year 21 days of a Change the receipt of Control at any time the Release and does not revoke such Release during the Term as described seven-day revocation period (if applicable), and (iii) the Executive complies with the Confidentiality Agreement, then
A. The Company shall pay the Executive an amount equal to the sum of 0.5 (zero point five) times the Executive’s Base Salary. Such amount shall be paid out either in Section 7 hereofa lump sum or in installments, per the discretion of the Company, and commencing on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, whichever is later.
▇. ▇▇ of the Date of Termination, all vested stock options held by the Executive shall be exercisable for twelve (12) months following the Date of Termination; and any unvested stock options, restricted stock or other stock-based equity award will be immediately forfeited upon the Date of Termination.
C. Executive’s coverage under the Company’s group health insurance will extend through the end of the month in which the Date of Termination occurs. Executive may elect COBRA continuation coverage for the group health plans. Notification of conditions and premiums costs to continue health insurance will be provided to Executive following termination. Executive will be responsible for payment of premiums for health insurance coverage secured after the end of the month in which the Date of Termination occurs. In such caseconsideration of the loss of various benefits provided by the Company, Section 7 the Company shall choose to either provide a lump sum payment to Executive equal to twelve (12) times the Company’s share of the monthly health insurance premium for the health insurance plan in force on the Date of Termination, less applicable withholdings and deductions OR provide a monthly subsidy for a period of twelve (12) months and equivalent to the Company’s share of the monthly health insurance premium for the health insurance plan in force on the Date of Termination to offset the Executive’s COBRA cost.
D. The Company shall have no obligation to make any further payments (salary, bonus or otherwise) or provide any further benefits to Executive except as otherwise provided under the applicable terms of this Agreement shall control.or the Company’s Employee Benefit Plans.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to may terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment at any time without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to upon Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 written notice of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Companysuch termination. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if If Executive’s employment is terminated by the Company or a succeeding entity without Cause upon and Executive complies with Section 7(h) hereof, Executive shall be entitled to:
(i) The Accrued Rights;
(ii) An amount equal to the greater of (x) the sum of the Executive’s Base Salary for the years remaining in his Term of Employment, or within (y) the sum of (A) one year of Executive’s then current Base Salary and (B) one year of Executive’s Target Annual Bonus;
(iii) Fully accelerated vesting and immediate lapse of restrictions on shares associated with any equity awards granted prior to the date hereof, and accelerated vesting and immediate lapse of restrictions on shares underlying subsequent awards consistent with the terms set forth in the applicable plan award agreements;
(iv) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, the Company shall cover the premium cost of such coverage monthly for the lesser of eighteen months following the Date of Termination or until the Executive no longer qualifies for COBRA continuance coverage. The Company’s obligation to cover the premium cost will terminate if the Executive becomes eligible to obtain benefits under a Change subsequent employer’s benefit plan, and
(v) At the Company’s expense, continuation of Control at any time during the benefits in Section 5(b) until the later or (A) one year from the Date of Termination or (B) the end of the Term as of Employment. The payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, if Executive materially breaches any provision of the Restrictive Covenants contained in Appendix B attached hereto. Following the Date of Termination of Executive pursuant to this Section7 (d), except as set forth in Section 7 hereof. In such case7(d) and Section 14, Section 7 of Executive shall have no further rights to any compensation or any other benefits under this Agreement shall controlAgreement.
Appears in 1 contract
Sources: Executive Employment Agreement (Bowman Consulting Group Ltd.)
Termination by the Company Without Cause. The Company shall have the right, may terminate Executive's employment hereunder at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, in which event:
(i) the Company shall pay to Executive, within ten days following the date of termination, a lump sum amount in cash equal to Executive's Annual Salary in effect on the date of the termination of Executive's employment multiplied by one-twelfth of the Severance Period (the term "Severance Period," as used herein, shall be effective thirty (30) calendar days mean the lesser of 36 or the number of months in the period from the date of such written notice. The Company may provide thirty the termination of Executive's employment hereunder to the date Executive attains the age 65);
(30ii) days pay in lieu of notice. If the Company terminates shall pay to Executive’s employment without Cause, within ten days following the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and a lump sum amount in cash equal to one-twelfth of the Severance Period multiplied by the greater of (x) the average annual incentive payment earned by Executive under the Company's Executive Incentive Compensation Plan (or any unpaid bonus earned successor plan) in accordance with respect of the then applicable bonus plan or program three most recent complete fiscal years of the Company prior to the effective date of the termination of Executive's employment or (y) the target incentive bonus award under the Company's Executive Incentive Compensation Plan (or any successor plan) for the year in which the termination of Executive's employment occurs;
(iii) the Company shall provide to Executive and his eligible dependents medical, long-term disability, dental and life insurance coverage, to the extent such coverage was in effect immediately prior to such termination, until Executive attains the age 65; provided, however, that in the event of Executive's death prior to such date, the Company shall continue to provide medical and dental coverage to Executive's spouse until the date that Executive would have attained age 65;
(iv) the Company shall continue to provide to Executive the benefits described under Sections 3(d) and 3(e) hereof until the earlier to occur of the third anniversary of the date of termination, the date Executive attains the age 65, or the date of Executive's death;
(v) the Company shall contribute to Executive's account under the Company's defined contribution retirement plans (currently, the Company's Salary Savings Plan and ERISA Excess Profit Sharing and Lost Match Plan) an amount of cash equal to the amount that the Company would have contributed to such plans (including both profit-sharing contributions and Company matching contributions in respect of Executive's contributions to the plan) had Executive continued to be employed by the Company for a number of months equal to the Severance Period, at an annual compensation equal to the sum of Executive's Annual Salary immediately prior to the termination of Executive's employment and the greater of (x) the average annual incentive bonus earned by Executive under the Company's Executive Incentive Compensation Plan (or any successor plan) in respect of the three most recent complete fiscal years of the Company prior to the date of the termination of Executive's employment or (y) the target incentive bonus award under the Company's Executive Incentive Compensation Plan (or any successor plan) for the year in which the termination of Executive's employment occurs (and assuming for this purpose that Executive made the maximum permissible contributions to such plans during such period), such contributions being deemed to be made immediately prior to the termination of Executive's employment;
(vi) all equity compensation awards granted to Executive by the Company (e.g., stock options and shares of restricted stock) shall immediately become fully vested and fully exercisable; and
(iivii) severance notwithstanding anything to the contrary contained in the BRP, Executive's "Credited Service" under the BRP shall be deemed for all purposes to be increased by an amount equal to one-twelfth of the Severance Period, and Executive’s then-current Base 's "Compensation" under the BRP for each such additional year of Credited Service shall be deemed to be an amount equal to the sum of (x) Executive's Annual Salary for a period in effect immediately prior to the date of eighteen (18) months; the termination of Executive's employment and (iiiy) if the greater of (A) the average annual incentive bonus payment earned by Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and under the Company. As a condition to his receipt 's Executive Incentive Compensation Plan (or any successor plan) in respect of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor three most recent complete fiscal years of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after preceding the date of Executive’s the termination of employment, provided that Executive's employment or (B) the Company has received target incentive bonus award under the signed general release Company's Executive Incentive Compensation Plan (or any successor plan) for the year in which the termination of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self 's employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controloccurs.
Appears in 1 contract
Sources: Employment Agreement (First National Bankshares of Florida Inc)
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination, provided that the unpaid bonus for services rendered during the year in which the termination occurs shall not be less than an amount equal to the product of 75% of the Executive’s Base Salary multiplied by a fraction, the numerator of which is the number of days she is employed by the Company during the year in which the termination occurs and the denominator of which is 365; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his her receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid within ninety (90) calendar days after the date of Executive’s termination of employment, and the severance described in clause (ii) of the second sentence of this paragraph shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that that, in each case, the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have Except as provided in Section 7, if the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or as provided in Section 5(d), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. Except as provided in Section 7, if (i) the Executive’s employment is terminated by the Company without Cause as provided in Section 5(d), (ii) the Executive signs a general release of claims in a form and manner satisfactory to the Company (the “Release”) within one year 21 days of a Change the receipt of Control at any time the Release and does not revoke such Release during the Term as described seven-day revocation period (if applicable), and (iii) the Executive complies with the Confidentiality Agreement, then
A. The Company shall pay the Executive an amount equal to the sum of one (1) times the Executive’s then current Base Salary. Such amount shall be paid out either in Section 7 hereofa lump sum or in installments, per the discretion of the Company, and commencing on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, whichever is later.
B. As of the Date of Termination, all vested stock options held by the Executive shall be exercisable for twelve (12) months following the Date of Termination; and any unvested stock options, restricted stock or other stock-based equity award will be immediately forfeited upon the Date of Termination.
C. Executive’s coverage under the Company’s group health insurance will extend through the end of the month in which the Date of Termination occurs. Executive may elect COBRA continuation coverage for the group health plans. Notification of conditions and premiums costs to continue health insurance will be provided to Executive following termination. Executive will be responsible for payment of premiums for health insurance coverage secured after the end of the month in which the Date of Termination occurs. In such caseconsideration of the loss of various benefits provided by the Company, Section 7 the Company shall choose to either provide a lump sum payment to Executive equal to twelve (12) times the Company’s share of the monthly health insurance premium for the health insurance plan in force on the Date of Termination, less applicable withholdings and deductions OR provide a monthly subsidy for a period of twelve (12) months and equivalent to the Company’s share of the monthly health insurance premium for the health insurance plan in force on the Date of Termination to offset the Executive’s COBRA cost.
D. The Company shall have no obligation to make any further payments (salary, bonus or otherwise) or provide any further benefits to Executive except as otherwise provided under the applicable terms of this Agreement shall controlor the Company’s Employee Benefit Plans.
Appears in 1 contract
Termination by the Company Without Cause. (a) The Company shall have the right, may terminate your employment at any time during the Term, to terminate Executive’s employment with the Company without Cause cause by giving you written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of terminationsuch termination and in all respects, and any unpaid bonus earned except as set out below, the termination of your employment will be effective immediately.
(b) The Company will pay to you the following amount depending upon the year of employment in accordance with which your employment is terminated:
(i) during the then applicable bonus plan or program to the effective date first year of terminationemployment, 6 months’ Base Salary; and
(ii) severance during each year of employment thereafter, 2 additional months’ Base Salary, to a maximum 15 months’ Base Salary, plus such other sums owed for arrears of salary, vacation pay, and, if granted pursuant to Section 5 (Performance Bonus), bonus.
(c) If the Company elects to make salary continuance payments to you of the amount described in clause (b), and if during the notice period you obtain a new source of remuneration, whether through an amount equal office, new employment, a contract for you to Executive’s then-current provide consulting or other services, a new business or any position analogous to any of the foregoing, the salary continuance payments will cease immediately and you will be entitled to no further compensation from the Company (other than any compensation required to ensure that you receive the minimum compensation in lieu of notice to comply with the Employment Standards Act (British Columbia)).
(d) The payments of Base Salary and benefits set out in this Section 14 will be in lieu of any applicable notice period.
(e) To the extent permitted by law and subject to the terms and conditions of any benefit plans in effect from time to time, the Company will maintain the benefits set out in Section 6 (Benefits) during the notice period.
(f) In addition, the Company will arrange for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments you to be made on a monthly basis when the premiums provided with such outplacement career counselling services as are due. Executive’s rights with regard reasonable and appropriate, to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and assist you in seeking new executive level employment.
(g) If you are successful in any action claiming wrongful dismissal or constructive dismissal against the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must you hereby agree that you will only be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded entitled such agreement within the rescission period notice set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and14, less any amounts earned by you in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlmitigation.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate It is expressly acknowledged and agreed that if Executive’s employment with shall be terminated by Company for any reason, except as set forth in Sections 6.1, and 6.2(i), then all of the obligations under Sections 1 through 5 of the Company without Cause by giving written notice to Executive, which termination and Executive shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If cease except that the Company terminates Executive’s employment shall pay, or provide the following benefits, to Executive without Cause, further recourse or liability to the Company’s obligation to Executive shall be limited solely to :
(i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to the unpaid portion of Executive’s then-current Current Base Salary earned through the Termination Date;
(ii) an amount equal to the prorata Annual Management Bonus for a the completed portion of the current annual pay period of eighteen (18) months; and where the total Annual Management Bonus is determined in accordance with Section 5.2;
(iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment an amount equal to the value of Executive’s COBRA premiums vacation accrued as of the Termination Date;
(iv) one (1) year’s Current Base Salary as severance in pay continuation. Payment of this severance will be made in bi-weekly payments for one (1) year (the health insurance coverage “Initial Salary Continuation Period”);
(v) during the Initial Salary Continuation Period as it may be extended pursuant to subsection (vi) below (together, the “Total Salary Continuation Period”), Executive will continue to be eligible for medical, dental and vision plans in which Executive was a period participant at the Termination Date. The Company will continue to pay the employer portion of up the costs of these plans during the Total Salary Continuation Period;
(vi) if the Executive has not found a full time comparable executive position with another employer during the Initial Salary Continuation Period, the Company will extend the bi-weekly payment plan on a month to eighteen month basis until the earlier to occur of (18A) monthsone (1) additional year (26 additional bi-weekly payments) or (B) the date Executive secures full-time employment, payments in each case subject only to the Executive’s obligation to inform the Company’s Human Resources Department that Executive’s search for replacement employment is ongoing and continuing in good faith. Said Notice from Executive shall be made on a the 15th of the month commencing with the last month of the Initial Salary Continuation Period and monthly basis when the premiums are duethereafter as applicable. Notice shall be made in accordance with Section 13 of this Agreement. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, under the Total Salary Continuation Period shall be governed offset by separate applicable agreements entered into between income earned from consulting fees with the Company, by short term and/or sporadic consulting fees earned from any other business entity or by income received for part time employment with another business entity; and
(vii) any and all payment by the Company under this Agreement are and shall be specifically conditioned upon full compliance by the Executive with all elements of the Executive Invention, Nondisclosure, Noncompetition and Nonsolicitation Agreement (attached as Exhibit B) and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 other applicable provisions of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have Except as provided in Section 7, if the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or as provided in Section 5(d), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. Except as provided in Section 7, if (i) the Executive’s employment is terminated by the Company without Cause as provided in Section 5(d), (ii) the Executive signs a general release of claims in a form and manner satisfactory to the Company (the “Release”) within one year 21 days of a Change the receipt of Control at any time the Release and does not revoke such Release during the Term as described seven-day revocation period (if applicable), and (iii) the Executive complies with the Confidentiality Agreement, then
A. The Company shall pay the Executive an amount equal to the sum of 1.0 times the Executive’s Base Salary. Such amount shall be paid out in Section 7 hereofa lump sum on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, whichever is later.
▇. ▇▇ of the Date of Termination, all vested stock options held by the Executive shall be exercisable for twelve (12) months following the Date of Termination; and any unvested stock options, restricted stock or other stock-based equity award will be immediately forfeited upon the Date of Termination.
C. Executive’s coverage under the Company’s group health insurance will extend through the end of the month in which the Date of Termination occurs. Executive may elect COBRA continuation coverage for the group health plans. Notification of conditions and premiums costs to continue health insurance will be provided to Executive following termination. Executive will be responsible for payment of premiums for health insurance coverage secured after the end of the month in which the Date of Termination occurs. In such caseconsideration of the loss of various benefits provided by the Company, Section 7 the Company shall provide a lump sum payment to Executive equal to twelve (12) times the Company’s share of the monthly health insurance premium for the health insurance plan in force on the Date of Termination, less applicable withholdings and deductions.
D. The Company shall have no obligation to make any further payments (salary, bonus or otherwise) or provide any further benefits to Executive except as otherwise provided under the applicable terms of this Agreement shall controlor the Company’s Employee Benefit Plans.
Appears in 1 contract
Termination by the Company Without Cause. The If the Company terminates Employee’s employment other than for Cause pursuant to Paragraph 6, the Company shall have pay or provide the rightEmployee, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide within thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and with: (i) any unpaid bonus salary earned in accordance with the then applicable bonus plan or program under this Agreement prior to the effective date of termination; (ii) severance in an amount equal any accrued but unused PTO days prior to Executive’s then-current Base Salary for a period the date of eighteen termination; (18iii) monthsany unpaid compensation due under Paragraph 4 (b) herein; and (iiiiv) if Executive is eligible any unpaid expense reimbursement owed to him for and periods through the date of termination (collectively, the “Accrued Benefits”). In addition to the Accrued Benefits, the Company shall also provide the following:
(a) The Company shall provide Employee three (3) months of continued payment of base salary on a bi-weekly basis. If Employee timely elects COBRA continued coverage for health insurance coverageunder COBRA, payment of Executivethe Company will pay Employee’s COBRA premiums necessary to continue Employee’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the date of termination and ending on the earliest to occur of: (i) three (3) months following the date of termination or (ii) the date Employee and Employee’s eligible dependents, if applicable, become eligible for group health insurance coverage through a new employer. In the event Employee becomes covered under another employer’s group health plan during the COBRA Premium Period, Employee must immediately notify Company of such event. To be eligible for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under severance payment provided for in this Section 6(b)7, Executive Employee must be in compliance with Section 5 of this Agreement, have executed and must execute, return, not rescind revoked a full and comply with a complete general release of any and all claims agreement in favor of against the Company and related persons and entities and individualsin the standard form then used by the Company (“Release”), within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety sixty (9060) days after of the date of Executive’s termination termination. Upon making all of employmentthe applicable severance payments and benefits, provided that except with respect to any outstanding equity compensation agreements, the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty further obligations to mitigate damages Employee under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing ExecutiveAgreement or any other agreement relating to or arising out of Employee’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations status as an employee of the Company hereunder. Notwithstanding anything herein (as opposed to some other status with respect to the contraryCompany, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company such as a shareholder or a succeeding entity without Cause upon or within one year holder of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlstock option).
Appears in 1 contract
Termination by the Company Without Cause. The Executive acknowledges that he is, has been and will continue at all times to be an at-will employee of the Company shall have and as such his employment has been and continues to be terminable by either the right, Executive or the Company at any time during upon notice to the Termother and for any reason not prohibited by law. However, to terminate Executive’s employment with if the Company terminates the Executive's employment and this Agreement without Cause by giving written notice (as defined in Section 2.5 hereof), the Company will in lieu of any severance which may otherwise be payable, continue to Executive, which termination shall be effective thirty pay to the Executive for twelve (3012) full calendar days from months following the date of such written noticetermination his monthly base salary at the rate in effect as of the date of such termination in accordance with the Company's normal payroll practices. The In addition, the Company throughout such twelve (12) calendar month period will continue the Executive's life insurance and 4 health care benefits coverage on the same terms and at the same cost to the Executive as would be applicable to a similarly situated full-time employee provided however, that in the event the Executive begins to receive comparable life insurance and health care benefits (determined at the sole discretion of the Company) from a subsequent employer during such twelve (12) month period, the Company may provide thirty (30) days pay immediately terminate its life insurance and health care benefits coverage of the Executive. Coverage under the Company's health care benefits plan will be in lieu of noticehealth care continuation under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") for periods such coverage is in effect under this Agreement. If Following such termination of the Company terminates Executive’s 's employment without Cause, the Company’s obligation to Company will pay for the costs of outplacement services on behalf of the Executive shall provided however, that the total fee paid will be limited solely to an amount equal to fifteen percent (i15%) unpaid Base Salary plus any accrued but unpaid benefits to of the Executive's annual base salary rate as of the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments . The Company will also continue to be made on obligated to pay when due all other benefits to which the Executive has a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments vested right according to the normal payroll schedule, provisions of any applicable retirement or other benefit plan or program. The Company and the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall thereafter will have no duty to mitigate damages further obligations under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlAgreement.
Appears in 1 contract
Sources: Management Agreement (Figgie International Inc /De/)
Termination by the Company Without Cause. The Company shall have the right, at At any time during the Term, to the Company may terminate this Agreement and Executive’s employment with the Company without Cause for any reason or no reason by giving written notifying Executive in writing of the Company’s termination without Cause, specifying in such notice to Executivethe effective termination date, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates and this Agreement and Executive’s employment with the Company shall terminate at the end of the day on the termination date specified in the Company’s notice (or such other date as may be mutually agreed upon by the Company and Executive). Upon termination of Executive’s employment by the Company without Cause, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement shall be limited solely immediately terminate, except: (a) the Company shall pay Executive that portion of his Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments and benefits, if any, which have accrued and vested hereunder before the termination date; and (c) subject to Sections 7.8 and 7.9 of this Agreement, the Company shall provide Executive with the following severance benefits: (i) unpaid the Company will pay Executive severance compensation in the form of salary continuation at the Base Salary plus any accrued but unpaid benefits to rate in effect at the effective date time of termination, and any unpaid bonus earned in accordance with Executive's employment termination for a period of twelve (12) months after the then applicable bonus plan or program to employment termination (the effective date of termination"Severance Period"); (ii) during the Severance Period, the Company will pay Executive an additional monthly severance in an amount equal to Executive’s thenone-current Base Salary twelfth (1/12) of the average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (or if Executive was not employed with the Company for a period the last three fiscal years, the average shall be calculated using the number of eighteen (18) monthsfiscal years Executive has been employed with the Company); and (iii) if during the Severance Period, the Company will pay Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up an additional monthly severance amount equal to eighteen One Hundred Forty percent (18140%) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 COBRA Premium Rate. For purposes of this Agreement, and must executethe term "COBRA Premium Rate" means the monthly amount charged, return, not rescind and comply with a general release of claims agreement in favor as of the Company and related entities and individualstermination date, within the timeframe and in a form to be prescribed by for COBRA continuation coverage under the Company's group medical and dental plans for the coverage options and coverage levels applicable to Executive and his covered dependents immediately prior to the termination date. The Subject to Sections 7.8 and 7.9, the Company will pay the foregoing severance benefits during the Severance Period in accordance with the Company's customary payroll practices and all such severance payments shall be paid in equal installments according subject to all applicable payroll tax withholdings. Other than the normal payroll scheduleforegoing, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty further obligations to mitigate damages Executive under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlAgreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon as provided in Section 3(d), then the Company will pay the Executive the Accrued Benefits. In addition, subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) and the expiration of the seven-day revocation period for the Release:
(i) the Company will pay the Executive an amount equal to [CEO: the sum of the Executive’s Base Salary and target annual incentive compensation in effect in that year] [OFFICERS: the sum of 0.50 of the Executive’s Base Salary plus the amount of standard cash severance to which the Executive is entitled under the Company’s then current severance practice] [MTEAM: the sum of 0.25 of the Executive’s Base Salary plus the amount of standard cash severance to which the Executive is entitled under the Company’s then current severance practice] (the “Severance Amount”). The Severance Amount will be paid out in a lump sum, in accordance with the Company’s payroll practices, 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, the Severance Amount will begin to be paid in the second calendar year. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment payment (if any) is considered a separate payment; and
(ii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination, then the Company will, in its sole discretion, either (x) continue to provide health coverage to the Executive or within one year (y) pay to the Executive a lump sum cash payment (at the same time as the Severance Amount) equal to the amount of employer contributions that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company, in either case ((x) or (y)), for a period of time equal to the number of weeks of the Executive's Base Salary that the Executive Severance Amount is equal to. Notwithstanding the foregoing, in the event the Company elects to continue to provide health coverage to the Executive (in lieu of a Change cash payment), then the Company may discontinue such coverage in the event that the Executive obtains comparable health coverage prior to the end of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlperiod specified above.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, may terminate this Agreement and Executive’s employment at any time during the Term, to terminate for any reason. If this Agreement and Executive’s employment with the Company without Cause by giving written notice is terminated pursuant to this Section 5.3 for reasons other than Cause, Executive’s death or disability, which termination Executive shall be have no right to receive any compensation or benefit hereunder on and after the effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty the termination of employment other than:
(30a) days pay Annual Salary earned and accrued under this Agreement prior to the effective date of termination and any earned but unpaid bonus;
(b) an additional six (6) months of Annual Salary at the rate in lieu effect at termination payable in the form of notice. If the Company terminates Executive’s employment without Causesalary continuation, subject to applicable withholding taxes, payable in accordance with the Company’s obligation normal payroll practices;
(c) an amount equal to the bonus that Executive would have received for the year of termination if Executive had remained employed throughout the calendar year, with such amount to be determined at the end of the calendar year based on the levels at which the bonus plan targets are achieved, multiplied by a fraction, the numerator of which being the number of calendar days Executive is employed in the calendar year of termination and the denominator of which being 365 or 366, as applicable;
(d) payment of the premiums for Executive’s group health insurance coverage pursuant to COBRA, if eligible and elected, for a period of six (6) months, or until such sooner date that Executive begins employment with another employer; provided that after expiration of the relevant COBRA payment period above, the Company will allow Executive to continue such coverage at his own expense for the remainder of any COBRA continuation period pursuant to applicable law and Executive shall be limited solely to notify the Company immediately upon acceptance of employment with another employer;
(ie) unpaid Base Salary plus any accelerated vesting of Executive’s equity awards with service vesting through the next six (6) months;
(f) earned, accrued but unpaid and vested benefits under this Agreement prior to the effective date of termination, and any unpaid bonus earned in accordance with subject to the then terms of the plans applicable bonus plan or program thereto; and
(g) reimbursement under this Agreement for expenses incurred prior to the effective date of termination; (ii. The amounts due under Sections 5.3(b) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iiic) if shall not be paid or given unless Executive is eligible for executes a customary agreement releasing all claims against the Company (in the form attached hereto as Exhibit A) (the “Release Agreement”) and timely elects COBRA coverage for health insurance coverage, payment the Release Agreement becomes enforceable and irrevocable within 60 days following the date on which the termination of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are dueemployment becomes effective. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits The Annual Salary due under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of 5.3(b) (the Company and related entities and individuals, within the timeframe and in a form “Severance”) shall commence to be prescribed by paid to Executive on the Company. The severance first Company payroll date following the date the Release Agreement becomes enforceable and irrevocable, provided, however, that: (x) if the 60-day period in which the Release Agreement is required to become effective and enforceable begins in one calendar year and ends in the following calendar year, the Severance shall be paid in equal installments according the second calendar year; and (y) in all events, subject to the normal payroll scheduleeffectiveness of the Release Agreement, the first payment Severance shall be paid prior to Executive to be made on March 15 of the next scheduled payroll date that occurs within ninety (90) days after year following the date year in which the termination of Executive’s termination of employment, provided that employment becomes effective. The pro-rated bonus due under Section 5.3(c) shall be paid to Executive at such time when the Company has received pays bonuses to its senior executives, but in no event earlier than the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, date provided in the event Executive preceding sentence. The Company shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce pay the payment obligations premiums due under Section 5.3(d) each month at the time the Company normally pays the insurer of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if ExecutiveCompany’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year group health insurer on behalf of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlits remaining employees.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus the Employee is terminated by the Company for any accrued but unpaid benefits to the effective date of terminationreason other than for Cause, and any unpaid bonus earned in accordance with the then applicable bonus plan Disability or program to the effective date of termination; death, (ii) severance in an amount equal if the Employee is terminated by the Company for what the Company believes is Cause or Disability, and it is ultimately determined that the Employee was terminated without Cause or Disability, the Employee shall be entitled to Executive’s then-current receive, as severance, his/her Base Salary for a period of eighteen three months (183) monthsmonths following the Termination Date; and (iii) provided, however, that if Executive is eligible for and timely elects COBRA coverage for health insurance coveragesuch termination occurs at any time within one year after the occurrence of, payment or in contemplation of, a Change of Executive’s COBRA premiums for the health insurance coverage Control then Employee shall be entitled to receive his/her Base Salary for a period of up to eighteen (18) months, payments to one year following the Termination Date. Such payment of Base Salary shall be made on a monthly basis when in accordance with the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and normal payroll practices of the Company, net of applicable taxes, tax withholdings and employee portions of medical and dental insurance premiums, if any. As a condition During this period, the Company shall also continue to his receipt pay the Company portion of premiums, if any, to continue medical and dental coverage pursuant to the provisions of the post-employment existing plan or of the Consolidated Omnibus Budget Reconciliation Act. During this period, the Company will also continue Employee's life insurance and disability coverage, to the extent permitted under applicable policies, and will pay to the Employee the fringe benefits pursuant to section 5 which have accrued prior to the Termination Date. Incentive bonus, if any, for the year of termination will be prorated based on the Termination Date and paid in accordance with the annual bonus payment schedule. Notwithstanding the forgoing, the Company shall not be obligated to make any of the payments or provide the other benefits called for by this section 6(d) unless (i) Employee signs a waiver and benefits under this Section 6(b)release of all claims against the Company, Executive must be the Parent Company and its subsidiaries in compliance with Section 5 a form acceptable to the Company, and (ii) Employee is not in breach of this Agreement, including sections 7 and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control8.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, or fails to renew Executive’s employment at the end of the Original Term or any Renewal Term for reasons that do not constitute Cause, in exchange for a release of all claims Executive may have against the Company’s obligation , its affiliates, and its or their officers, directors, employees and agents, in addition to the Accrued Obligations:
(1) Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in receive an amount equal to (A) two times Executive’s then-then current Base Salary plus (B) two times the Average Annual Bonus (the “Severance Payment”); plus
(2) Executive shall be paid a pro rata Annual Bonus based on the Company’s actual performance through the Termination Date (or the most recently preceding date for which such performance is readily measurable), subject to any applicable performance formula for the year of termination for purposes of Section 162(m) of the Code. Such amount shall be payable in a period single lump sum cash payment as soon as practicable after written certification by the Compensation Committee of eighteen the Board of any applicable Section 162(m) performance goals, but no later than March 15 of the year following the year of the Termination Date; plus
(183) months; With respect to outstanding, unvested LTI Awards, (A) time-vesting LTI Awards shall become immediately and fully vested, and (iiiB) if performance-vesting LTI Awards shall vest pro rata based on actual performance as provided in Paragraph 4(a); plus
(4) Executive is eligible for shall receive an amount equal to two years of COBRA premiums based on the terms of Company’s group health plan and timely elects Executive’s coverage under such plan as of the Termination Date (regardless of any COBRA election actually made by Executive or the actual COBRA coverage for period under Company’s group health insurance coverage, payment plan) (the “COBRA Payment”); plus
(5) Any unvested portion of Executive’s COBRA premiums for balance in the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are dueDC Plan shall become fully vested. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, The Severance Payment shall be governed paid to Executive in 24 equal monthly installments beginning on the first regularly scheduled payroll date occurring on or immediately after the 30th day following the Termination Date (or the 60th day after the Termination Date if the Company determines that the Executive is required by separate applicable agreements entered into between Executive and the Company. As law to have a condition 45-day period to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general consider any release of claims agreement in favor of as provided below) (the Company and related entities and individuals, within “First Payment Date”). Any Severance Payment that would otherwise have been paid prior to the timeframe and in a form to be prescribed by the Company. The severance First Payment Date shall be paid in equal installments according to on the normal payroll scheduleFirst Payment Date. In addition, the first payment to Executive to COBRA Payment shall be made in a single lump sum on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreementFirst Payment Date. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations Payment of the Company hereunder. Notwithstanding anything herein to Severance Payment, COBRA Payment and pro rata Annual Bonus are each conditioned on Executive signing a release as required by this Paragraph 4(a)(ii) and such release becoming irrevocable on or before the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlFirst Payment Date.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to may terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment at any time without Cause, the Company’s obligation effective upon delivery to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of written notice of such termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in In the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if that Executive’s employment is terminated by the Company or a succeeding entity this Agreement is not renewed by the Company in accordance with Section 2 without Cause upon (other than due to death or Disability), Executive shall be entitled to:
(a) The Accrued Obligations;
(b) Any unpaid Annual Bonus in respect of any completed fiscal year 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, in accordance with Section 4.2, but in no event later than the date that is two and one-half months following the last day of the fiscal year in which such termination occurred;
(c) Subject to satisfaction of the performance objectives applicable for the fiscal year in which such termination occurs, as determined by the Compensation Committee, 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, 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 the number of days in the fiscal year in which the termination occurred, which amount shall be paid at such time annual bonuses are paid to other senior executives of the Company, in accordance with Section 4.2;
(d) An amount equal to one times Executive’s Base Salary at the time of the Termination Date, such amount to be paid in one lump sum within one year sixty (60) days following the Termination Date (the “Payment Date”); and
(e) If Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for the monthly COBRA premium paid by Executive for Executive and Executive’s dependents. Any such reimbursement for the period prior to the Payment Date shall be paid to Executive in a Change lump sum on the Payment Date and any reimbursement for any month (or portion thereof) on and after the Payment Date shall be paid to Executive on a monthly basis, subject to the Executive timely remitting the premium payment. Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twelve (12) month anniversary of Control at any time during Executive’s termination date (the Term as “Benefits Reimbursement Period”); and (ii) the date Executive is no longer eligible to receive COBRA continuation coverage. Notwithstanding the foregoing, the payments and benefits described in Section 7 hereof. In such caseclauses (b), (c), (d) and (e) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches, as fully adjudicated and determined by a court of competent jurisdiction or a duly appointed arbitrator, Section 7 9 of this Agreement Agreement. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 5.5, Executive shall controlhave 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 (Comtech Telecommunications Corp /De/)
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause Outside a Change in Control Period; Termination by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written noticeExecutive for Good Reason Outside a Change in Control Period. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in In the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if that Executive’s employment is terminated by the Company outside a Change in Control Period (as defined in Section 7 below) for reasons other than death, Total Disability or a succeeding entity without Cause upon Cause, or within one year Executive terminates his employment for Good Reason outside of a Change in Control Period, the Company shall pay the following amounts to Executive:
(i) Any accrued but unpaid Base Salary for services rendered to the date of Control termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any vacation accrued to the date of termination, and any earned but unpaid bonuses for any prior calendar year.
(ii) Any benefits accrued through the date of termination to which Executive 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) Subject to Executive’s execution of the Release (as defined in Section 7), Executive shall be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives of the Company, pro-rated for the fiscal year in which the Executive is terminated.
(iv) Subject to Executive’s execution of the Release (as defined in Section 7), an amount equal to two (2) times the sum of Executive’s Base Salary plus his Target Annual Bonus (in each case, as then in effect), of which one-half shall be paid in a lump sum within the calendar quarter in which the 60th day falls after the employment termination date and one-half shall be paid during the two (2) year period beginning in the calendar quarter within which the 60th day following Executive’s employment termination date falls and continuing at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period.
(v) Subject to Executive’s execution of the Release (as defined in Section 7), the Company will continue for Executive and Executive’s spouse and eligible dependents coverage under the Company’s health benefit plan and disability benefit plans, in which Executive was a participant at any time during the Term as described in Section 7 hereof. In such casetwelve-month period prior to the date of termination, Section 7 until the earliest to occur of this Agreement shall control.(A) twenty-four
Appears in 1 contract
Sources: Employment Agreement
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to may terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment at any time without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to upon Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 written notice of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Companysuch termination. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if If Executive’s employment is terminated by the Company or a succeeding entity without Cause upon and Executive complies with Section 7(h) hereof, Executive shall be entitled to:
(i) The Accrued Rights;
(ii) An amount equal to the greater of (x) the sum of the Executive’s Base Salary for the years remaining in his Term of Employment, or within (y) the sum of (A) one year of Executive’s then current Base Salary and (B) one year of Executive’s Target Annual Bonus;
(iii) Full and immediate accelerated vesting and immediate lapse of restrictions on all shares associated with any equity awards previously granted including but not limited to the Renewal Restricted Shares and the Renewal PSUs, and notwithstanding any provision in any such equity award agreement to the contrary;
(iv) Subject to Executive’s election of COBRA continuation coverage under the Company’s group health plan, the Company shall cover the premium cost of such coverage monthly for the lesser of eighteen months following the Date of Termination or until the Executive no longer qualifies for COBRA continuance coverage. The Company’s obligation to cover the premium cost will terminate if the Executive becomes eligible to obtain benefits under a Change subsequent employer’s benefit plan, and
(v) At the Company’s expense, continuation of Control at any time during the benefits in Section 5(b) until the later or (A) one year from the Date of Termination or (B) the end of the Term as of Employment. The payments and benefits described in clauses (ii), (iii), (iv), and (v) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, if Executive materially breaches any provision of the Restrictive Covenants contained in Appendix B attached hereto. Following the Date of Termination of Executive pursuant to this Section7 (d), except as set forth in Section 7 hereof. In such case7(d) and Section 14, Section 7 of Executive shall have no further rights to any compensation or any other benefits under this Agreement shall controlAgreement.
Appears in 1 contract
Sources: Executive Employment Agreement (Bowman Consulting Group Ltd.)
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s Your employment with may be terminated by the Company without Cause by giving at any time upon written notice to Executiveyou, which termination shall will be effective thirty (30) calendar days from immediately or on such later date as specified in the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If In the Company terminates Executive’s event your employment is terminated without Cause, you shall receive the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of terminationAccrued Amounts and, provided you sign a release and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release waiver of claims agreement in favor of the Company and related entities its Affiliates and individualstheir respective officers and directors, within the timeframe and in a form to be prescribed provided by the Company. The severance Company (the “Release”), and it becomes effective within thirty (30) days of the date of termination, you shall receive the following benefits:
(i) Any earned but unpaid annual bonus with respect to any completed calendar year immediately preceding the date of termination, which shall be paid on the applicable payment date;
(ii) The Company shall pay you a salary continuance benefit (the “Salary Continuance Benefit”) in an amount equal installments according to the normal payroll schedule, product of (x) your Final Monthly Compensation times (y) the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after number of months remaining between the date of Executive’s termination of your employment and the Expiration Date, including pro-rated credit for any partial month. For purposes of this Agreement, Final Monthly Compensation means the sum of your Base Salary in effect at the date of termination of your employment and the annual bonus paid or payable to you for the most recently completed year, divided by twelve (12). The Salary Continuance Benefit will be paid to you in a lump sum cash payment not later than the 30th day following the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Internal Revenue Code of 1986 (the “Code”);
(iii) The Company shall pay you a welfare continuance benefit (the “Welfare Continuance Benefit”) in an amount equal to the product of (x) the number of months remaining between the date of termination of your employment and the Expiration Date, including pro-rated credit for any partial month, times (y) the excess of the premium for continued health, dental and vision coverage for you and your “qualified beneficiaries” (as defined in Section 4980B of the Code) (the “COBRA Premium”) over the amount that you paid for such coverage immediately before the termination of your employment. The Welfare Continuance Benefit will be paid to you in a lump sum cash payment not later than the 30th day following the effective date of the Release, subject to compliance with Section 9(i) of this Agreement regarding the requirements of Section 409A of the Code; and
(iv) During the twelve (12) month period following the date of termination, you shall provide the Company with at least ten (10) days written notice before the starting date of any employment, provided that identifying the Company has received prospective employer and its affiliated companies and the signed general release job description, including a description of claims agreement and Executive has not rescinded such agreement within the rescission period proposed geographic market area associated with the new position. You shall notify in writing any new employer of the existence of the restrictive covenants set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlAgreement.
Appears in 1 contract
Sources: Employment Agreement (American National Bankshares Inc.)
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to may terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment at any time without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to upon Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 written notice of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Companysuch termination. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in In the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon (other than due to death or within one year Disability), Executive shall be entitled to:
(i) The Accrued Obligations and all Restricted Stock Awards shall be 100% vested;
(ii) An amount equal to two (2) times the sum of a Change (x) the annual Base Salary as of Control at any time during the Term as described in Section 7 hereof. In such casedate of termination, Section 7 plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive’s termination of employment occurs;
(iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive’s termination of employment occurs, or (y) Executive’s target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall controlbe payable in full no later than March 15th of the calendar tax year following such termination of Executive’s employment; and
(iv) Payment for his benefit towards the cost of health continuation coverage of an amount equal to the difference between the amount paid by Executive for health insurance coverage under the Company’s health benefit plan immediately prior to such termination and the cost of continuation coverage under COBRA, through the period ending on the expiration of the Restricted Period; provided, that if prior to the expiration of the Restricted Period Executive is eligible to receive health insurance benefits from a subsequent employer, payments under this subsection (iv) shall cease as of the date Executive becomes eligible.
Appears in 1 contract
Sources: Employment Agreement (American Campus Communities Inc)
Termination by the Company Without Cause. The If following a Change of Control, the Company shall have the right, at any time during the Term, to terminate Executive’s employment with Protected Period terminates the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, or the Executive terminates his employment for Good Reason, the Executive shall, subject to Section 4.2 hereof, be entitled to the following:
(a) In addition to sums payable under Section 4.4, an amount equal to 2.99 times the sum of (a) the Executive’s annual base salary in effect for the fiscal year in which the Date of Termination occurs and (B) the Target Bonus. The Company shall pay such amount in a lump sum no later than 10 days following the Date of Termination.
(b) Until the second anniversary of the Date of Termination, the Company shall provide Group Benefits to the Executive commensurate with those provided to the Executive immediately prior to the Date of Termination (with the Executive to pay any portion of an insurance premium that the Executive paid prior to the Date of Termination) or, alternatively, the Company shall reimburse the out-of-pocket costs incurred by the Executive to obtain commensurate benefits, including a gross-up payment to offset the income tax consequences of such reimbursement; provided, that if Executive is provided some or all of his Group Benefits by a subsequent employer, the Company’s obligation to Executive hereunder shall be limited solely to (i) unpaid Base Salary plus making up any accrued but unpaid benefits shortfall to the effective date of terminationextent the benefits provided by the subsequent employer are less favorable than those that would be provided hereunder by the Company, and any unpaid bonus earned provided further, that Executive shall submit all benefit claims and requests for reimbursement hereunder timely so that all payments due under this Section 4.1(b) may be made by December 31 of the calendar year following the year in accordance with which the then applicable bonus plan or program expense was incurred. Any gross-up payment made hereunder shall be paid no later than the end of the year following the year in which the Executive remits the taxes to the effective date applicable taxing authority.
(c) Continuation coverage under the Company’s plan(s) as required by the Consolidated Omnibus Budget Reconciliation Act of termination; 1985 (iiCOBRA) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition ’s group health plan(s), under the same terms and conditions applicable to his receipt other Company employees.
(d) Automatic acceleration of the post-employment payments and benefits under vesting of all stock options, restricted stock or restricted stock units granted to the Executive by the Company prior to the Date of Termination. To the extent this Section 6(b)4.1(d) changes the terms of stock options, restricted stock or restricted stock units held by the Executive must now or in the future in a manner that is beneficial to the Executive, this Section 4.1(d) shall be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims deemed to be an amendment to the agreement in favor of between the Company and related entities the Executive setting forth the terms of such awards and individuals, within the timeframe and in shall form a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date part of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.
Appears in 1 contract
Sources: Severance and Change of Control Agreement (Cal Dive International, Inc.)
Termination by the Company Without Cause. The If the Company terminates Employee’s employment other than for Cause pursuant to Paragraph 6, the Company shall have pay or provide the rightEmployee, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide within thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and with: (i) any unpaid bonus salary earned in accordance with the then applicable bonus plan or program under this Agreement prior to the effective date of termination; (ii) severance in an amount equal any accrued but unused PTO days prior to Executive’s then-current Base Salary for a period the date of eighteen (18) monthstermination; and (iii) if Executive is eligible any unpaid compensation due under Paragraph 4 (b) herein and (iv) any unpaid expense reimbursement owed to her for and periods through the date of termination; (collectively, the “Accrued Benefits”). In addition to the Accrued Benefits, the Company shall also provide the following:
(a) The Company shall provide Employee six (6) months of continued payment of base salary on a bi-weekly basis. If Employee timely elects COBRA continued coverage for health insurance coverageunder COBRA, payment of Executivethe Company will pay Employee’s COBRA premiums necessary to continue Employee’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the date of termination and ending on the earliest to occur of: (i) six (6) months following the date of termination or (ii) the date Employee and Employee’s eligible dependents, if applicable, become eligible for group health insurance coverage through a new employer. In the event Employee becomes covered under another employer’s group health plan during the COBRA Premium Period, Employee must immediately notify Company of such event. To be eligible for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under severance payment provided for in this Section 6(b)7, Executive Employee must be in compliance with Section 5 of this Agreement, have executed and must execute, return, not rescind revoked a full and comply with a complete general release of any and all claims agreement in favor of against the Company and related persons and entities and individualsin the standard form then used by the Company (“Release”), within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety sixty (9060) days after of the date of Executive’s termination termination. Upon making all of employmentthe applicable severance payments and benefits, provided that except with respect to any outstanding equity compensation agreements, the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty further obligations to mitigate damages Employee under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing ExecutiveAgreement or any other agreement relating to or arising out of Employee’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations status as an employee of the Company hereunder. Notwithstanding anything herein (as opposed to some other status with respect to the contraryCompany, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company such as a shareholder or a succeeding entity without Cause upon or within one year holder of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlstock option).
Appears in 1 contract
Termination by the Company Without Cause. or resignation by the Executive for Good Reason (not in connection with a Change in Control)
(a) The Company shall have will pay the right, at any time during Executive severance pay in the Term, to terminate form of continuation of the Executive’s employment with then-current Basic Salary (ignoring any decrease that forms the Company without Cause by giving written notice to basis for the Executive’s resignation for Good Reason, which termination shall be effective thirty if applicable) for twelve (3012) calendar days from months following the date Termination Date (such period of time, the “Non-CIC Severance Period”, and such written noticeaggregate Basic Salary amount payable, the “Non-CIC Severance”). The Company may provide thirty (30) days pay Non-CIC Severance will be paid in lieu of notice. If the Company terminates Executive’s employment without Cause, substantially equal instalments on the Company’s obligation regular payroll schedule over the Non-CIC Severance Period, subject to Executive such deductions as the Company is required by law to make, shall be limited solely to reduced by any Basic Salary received by the Executive during any period of Garden Leave and shall be inclusive of any P▇▇▇▇; provided, however that no portion of the Non-CIC Severance (iexcept for any P▇▇▇▇ instalment which is due) unpaid Base Salary plus any accrued but unpaid benefits will be paid prior to the date that the general release of claims in the Settlement Agreement becomes effective date of termination(the “Release Date”), and any unpaid bonus earned such payments that are otherwise scheduled to be made prior to the Release Date shall instead accrue and be made on the first regular payroll date following the Release Date;
(b) The Company will pay to the Executive in monthly instalments, subject to such deductions as the Company is required by law to make, a fully taxable cash payment equal to the coverage premium for the Executive (and the Executive’s covered dependents, as applicable) health insurance coverage in effect on the Termination Date and/or provide the Executive with continued access to the Company’s health insurance scheme until the earliest of: (1) the twelve (12) month anniversary of the date on which notice to terminate the Employment is given in accordance with the then applicable bonus plan terms of this Agreement or; (2) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or program self-employment;
(c) The Company will pay the Executive an amount equal to the effective prorated portion of the Annual Bonus for the calendar year in which the Termination Date occurs (calculated using the Target Bonus for the number of days in that calendar year that have passed prior to the Termination Date or, if earlier, the date of termination; commencement of any period of Garden Leave) (iithe “Pro-Rated Bonus”). The Pro-Rated Bonus will be subject to standard deductions and withholdings and will be paid in a lump sum on or before the 60th day following the Termination Date;
(d) severance The Company will make a lump sum cash payment to the Executive in an amount equal to any earned but unpaid Annual Bonus for the year immediately preceding the year in which the Executive’s thenemployment terminates, such payment to be made no later than the normal payment date for such Annual Bonus; and
(e) Effective as of the Termination Date, the vesting and exercisability of all outstanding equity awards covering the Parent’s ordinary shares that are held by the Executive immediately prior to the Termination Date shall be accelerated such that Executive shall be treated, for vesting purposes, as if he had vested pro rata until the Termination Date or, if later, the date on which his employment would have terminated had he not been paid a P▇▇▇▇ (save that such equity awards shall not vest as to more than 100 per cent.). The Non-current Base Salary CIC Severance Benefits provided to the Executive pursuant to this clause 17.5 are in lieu of, and not in addition to, any benefits to which the Executive may otherwise be entitled under any Company severance plan, policy, or program. Any damages caused by the termination of the Executive’s employment without Cause outside the Change in Control Measurement Period would be difficult to ascertain; therefore, the Non-CIC Severance Benefits for a period of eighteen (18) months; and (iii) if which the Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums pursuant to this clause 17.5 in exchange for the health insurance coverage for a period of up Settlement Agreement are agreed to eighteen (18) monthsby the parties as liquidated damages, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreementserve as full compensation, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlpenalty.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to may terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment at any time without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to upon Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 written notice of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Companysuch termination. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in In the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if that Executive’s employment is terminated by the Company or a succeeding entity without Cause upon (other than due to death or within one Disability), Executive shall be entitled to:
(i) The Accrued Obligations;
(ii) Any unpaid Annual Bonus in respect of any completed fiscal year 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 Executive had no termination occurred, but in no event later than the date that is 2½ months following the last day of the fiscal year of the Company in which such termination occurred;
(iv) So long as Executive has executed and not revoked the Release of Claims, payment of a Change “Severance Payment” in an amount equal to continued payment of Control at any time monthly Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices.
(v) Notwithstanding any provision to the contrary in any stock option agreement or any equity plan maintained by the Company, all stock options held by Executive as of the date of Executive’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 Executive’s termination; and
(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 plan and Executive’s payment of all COBRA continuation coverage insurance premiums, on the first regularly scheduled payroll date of each month of the Severance Term, the Company will reimburse 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 and/or if Executive violates Executive’s obligations under the CIAA. If Executive violates Executive’s obligations under the CIAA then Company’s reimbursement of such COBRA premiums shall cease immediately upon Company’s determination that Executive has violated the obligations referenced in this sentence. If Executive becomes eligible to receive any health benefits, including through a spouse’s employer, during the Severance Term, Executive shall be required to notify Company of such within fifteen (15) days of Executive obtaining such alternate health insurance coverage. Upon receipt of such notification, Company shall cease providing Executive any further reimbursement of COBRA premiums. 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 termination. Amounts paid by the Company will be taxable 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. At the end of the Severance Term, Executive shall receive no further reimbursement from the Company of any COBRA continuation coverage insurance premiums that Executive pays for the duration of the COBRA continuation period that Executive may be eligible for under applicable state and federal law. So long as Executive has received the first monthly installment of the Severance Payment, notwithstanding the foregoing, the payments and benefits described in clauses (ii), (iii), (iv), (v) and (vi) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive breaches any provision of the CIAA. Executive agrees that in the event Executive has breached the CIAA and Company has ceased making Severance Payments, that so long has Executive has received the first installment of the Severance Benefits, the Release of Claims shall remain in full force and effect notwithstanding the cessation of Severance Payments by Company as a result of Executive’s breach of the CIAA. Following such termination of Executive’s employment by the Company without Cause, except as set forth in this Section 7 hereof8(d), Executive shall have no further rights to any compensation or any other benefits under this Agreement. In such caseFor the avoidance of doubt, Section 7 Executive’s sole and exclusive remedy upon a termination of this Agreement employment by the Company without Cause shall controlbe receipt of the Severance Benefits.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have In the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided event that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if ExecutiveEmployee’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year pursuant to Section 4.4, the Company shall pay to the Employee the Accrued Amounts and in addition, the Employee will be entitled to the following benefits, subject to the Employee’s timely execution and non-revocation of a Change Release (as defined below) and Employee’s compliance with her continuing obligations to the Company under this Agreement and the Company’s Proprietary Information and Inventions Assignment Agreement, and further subject to any delay as may be required under Section 5.6:
(a) Continued base salary payments at the base salary rate in effect at the time of Control termination of employment under Section 3.1 for a twelve (12) month period following termination of employment (the “Severance Period”). Such payments will be paid in equal installments on the Company’s regular payroll schedule, less applicable withholdings, provided however that no payments will be made prior to the Release Deadline (as defined below) and on the Release Deadline, the Company will pay Employee in a lump sum the continued salary payments that Employee would have received on or prior to such date under the original schedule, with the balance of the payments being made as originally scheduled.
(b) Provided that Employee is eligible for and timely elects continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) following the Employee’s termination date, the Company will pay the Employee’s COBRA group health insurance premiums for the Employee and her eligible dependents until the earliest of (A) the close of the Severance Period, (B) the expiration of Employee’s eligibility for the continuation coverage under COBRA, or (C) the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this Section, references to COBRA premiums shall not include any amounts payable by Employee under a Section 125 health care reimbursement plan under the U.S. Internal Revenue Code. Notwithstanding the foregoing, if at any time during the Term as described Company determines, in Section 7 hereof. In such caseits sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 7 2716 of the Public Health Service Act), then regardless of whether Employee elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay Employee on the last day of each remaining month of the Severance Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), which payments shall continue until the earlier of expiration of the Severance Period or the date when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. On the Release Deadline, the Company will make the first payment under this Agreement clause (and, in the case of the Special Severance Payment, such payment will be to Employee, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the date of Employee’s termination through the Release Deadline, with the balance of the payments paid thereafter on the schedule described above. If Employee becomes eligible for coverage under another employer’s group health plan, Employee must immediately notify the Company of such event, and all payments and obligations under this Subsection shall controlcease.
Appears in 1 contract
Termination by the Company Without Cause. The Company has the right to terminate Executive's employment at any time without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving give written notice to Executive, which Executive of a termination without Cause. Such notice shall be given by the Company's most senior officer or any member of the Board. Such termination will be effective thirty (30) calendar days from the date of after Executive receives such written notice. The In the Company's sole discretion, the Company may provide require that Executive continue performing such duties as may reasonably be assigned to Executive for the thirty (30) days pay after Executive receives notice of a termination without Cause. If Executive's employment is terminated without Cause, for the Post-Employment Period, Executive will be entitled to (i) "Severance Pay" and (ii) the payment by the Company of Executive's premiums with respect to health insurance coverage under COBRA. As used herein, "Severance Pay" means an amount, in lieu the aggregate, equal to Executive's then current base salary, not including bonus payments, equity awards, expense reimbursements, or any other form of noticecompensation or benefits, payable over the Post-Employment Period. Executive will receive the Severance Pay in equal payments over the course of the Post-Employment Period, paid in accordance with the Company's normal payroll practices. Executive will not be eligible for, nor will Executive have any right to receive, any other severance from the Company. Specifically, during the Post-Employment Period, Executive will not be eligible for, nor will Executive have any right to receive, expense reimbursement, bonus payments of any nature, equity awards, or any other payment or benefit of any nature other than the Severance Pay set forth above, except for compensation earned with respect to services performed prior to the date of termination and, to the extent not previously paid, reimbursement of any expenses incurred by Executive prior to the date of termination in the normal course consistent with the Company's Policies. Executive acknowledges and agrees that if the Company terminates Executive's employment without Cause, Executive has continuing post-employment obligations and restrictions under this Agreement after the termination of employment, including, but not limited to, the obligations and restrictions contained in Paragraphs 7, 8 and 20 of this Agreement. Executive's compliance with these post-employment obligations and restrictions is mandatory condition precedent to Executive's right to receive any portion of the Severance Pay. Should Executive breach any such post-employment obligations and restrictions, the Company will immediately cease making payments of the Severance Pay. If the Company terminates Executive’s employment without Causefails to pay any severance payments within thirty (30) days of the relevant due date, the Company’s obligation to Executive shall immediately be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the released from all post-employment payments obligations and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period restrictions set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section Paragraph 7 hereof. In such case, Section 7 of this Agreement shall controlabove.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s 's employment with the Company hereunder may be terminated without Cause by giving the Company upon written notice to the Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If provided, however, that if the Company terminates the Executive’s 's employment without Cause, or the Company’s obligation Executive terminates his employment for Good Reason, as defined below, the Company shall, in addition to Executive shall be limited solely providing the payments required upon a termination pursuant to Section 8(a) above, (i) unpaid Base continue to pay the Executive the Salary plus any accrued but unpaid benefits to and shall provide health coverage, under the effective date same conditions as exist at the time of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to Executive’s then-current Base Salary for a period of eighteen (18) months, and shall, in addition, pay the Executive 30% of the Executive's total Salary for such eighteen (18) month period (either over the 18 month period together with the Salary payments or when the Company customarily pays bonuses to Employees, at the Company's sole discretion).; and (iiiii) if as to stock options granted by the Company to the Executive hereunder or granted after the Effective Date ("Acceleration Options"), any portion of such Acceleration Options which is eligible for unvested shall accelerate and timely vest in full, and the Executive shall be permitted to exercise vested Acceleration Options up to one (1) year after the effective date of the termination. In the event that the Company elects COBRA coverage for not to renew this Agreement following the expiration of the Initial Term or any Renewal Period, the Company shall continue to pay the Executive the Salary and shall provide health insurance coverage, payment under the same conditions as exist at the time of Executive’s COBRA premiums for the health insurance coverage expiration of the Initial Term or the relevant Renewal Period, for a period of up to eighteen (18) months, and shall, in addition, pay the Executive 30% of the Executive's total Salary for such eighteen (18) month period (either over the 18 month period together with the Salary payments to be made on a monthly basis or when the premiums are due. Executive’s rights with regard Company customarily pays bonuses to equity incentive awardsEmployees, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and at the Company's sole discretion). As a condition of receiving severance benefits pursuant to this Agreement, the Executive shall executive and deliver to the Company prior to his receipt of the post-employment payments and such benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, substantially in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term form attached hereto as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.Exhibit A.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the rightmay, without cause, terminate your employment at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving six (6) months prior written notice to Executive, which termination you. In such case the Company may release you from your position and duties immediately and elect to make a separate lump sum severance payment to you equal to six months pay. Such payment shall be effective thirty (30) calendar days from made at the date of such written notice. The Company may provide thirty (30) days pay same time as the payment in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to subparagraph (i) unpaid Base Salary plus any accrued but unpaid benefits below is made. In the event your employment is terminated under this Section 5A, the Company shall pay to you the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; following:
(iii) A single lump sum severance payment in an amount equal to Executive’s thenone-half (1/2) of your then current Base Salary for annual base rate of compensation as defined in Section 2A (as adjusted by Section 2B hereof), with such payment to be made in a period lump sum on the first day of eighteen the seventh (187th) months; full calendar month immediately succeeding the month in which your termination from employment occurs.
(ii) A single lump sum payment on the date of termination of any accrued but unpaid salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any accrued and accumulated vacation due to you at the date of such termination.
(iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, A single lump sum payment of Executiveany incentive compensation earned in the fiscal year of the termination of your employment which incentive compensation shall be determined on the basis of the Company’s operations through June 30th of such fiscal year, and shall be pro-rated through the last day of your employment and shall be paid in accordance with the Management Incentive Compensation Plan (MICP).
(iv) The Company shall reimburse you on a monthly basis for eighty percent (80%) of any COBRA premiums paid by you for continuation of coverage under the health Company’s medical insurance coverage plan for a period of up to eighteen six (186) months, payments to months following your termination from employment (or such shorter time as you may be eligible for such COBRA coverage under the terms of applicable law).
(v) Executive outplacement services for a period of six (6) months immediately following your termination from employment. Payment for such outplacement services shall not exceed ten thousand dollars ($10,000) and shall be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options upon receipt of invoice from outplacement provider and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and paid no later than the Company. As a condition to his receipt last day of the post-second calendar year following the calendar year in which your employment is terminated; and
(vi) To the extent vested, the Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with payment of the Monthly Amount delayed until the first day of the seventh (7th) full calendar month immediately succeeding the month in which your termination from employment occurs. However, the first such payment will include the aggregate of the Monthly Amounts that would have been made during the interim period, and, therefore, will be equal to seven (7) times the Monthly Amount and such payment will reduce the number of overall monthly payments and benefits under Paragraph 2D hereof by the number of months in the interim period for which payments are made. The Company shall have no further obligation to you under this Section 6(b), Executive must be Agreement and you shall have no further obligation to the Company under this Agreement except as noted in compliance with Section 5 Sections 6 and 7 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination, provided that the unpaid bonus for services rendered during the year in which the termination occurs shall not be less than an amount equal to the product of 75% of the Executive’s Base Salary multiplied by a fraction, the numerator of which is the number of days she is employed by the Company during the year in which the termination occurs and the denominator of which is 365; (ii) severance in an amount equal to Executive’s then-then current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment an additional severance benefit calculated by the Company in its discretion equal to (A) the cost of Executive’s monthly COBRA premiums for (determined as of the health insurance coverage for a period effective date of up to eighteen termination) multiplied by (B) 18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his her receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The amount described in clause (i) of the third sentence of this paragraph shall be paid within ninety (90) calendar days after the date of Executive’s termination of employment, and the severance benefits described in clauses (ii) and (iii) of the third sentence of this paragraph shall be paid in equal installments according to the Company’s normal payroll schedule, with the first payment to Executive to be made on the next scheduled payroll date that occurs commence within ninety (90) days after the date of Executive’s termination of employment, provided that that, in each case, the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to may terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment at any time without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to upon Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 written notice of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Companysuch termination. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in In the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon (other than due to death or within one year Disability), Executive shall be entitled to:
(i) The Accrued Obligations and all Restricted Stock Awards shall be 100% vested;
(ii) An amount equal to 2.99 times the sum of a Change (x) the annual Base Salary as of Control at any time during the Term as described in Section 7 hereof. In such casedate of termination, Section 7 plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive’s termination of employment occurs;
(iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive’s termination of employment occurs, or (y) Executive’s target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall controlbe payable in full no later than March 15th of the calendar tax year following such termination of Executive’s employment; and
(iv) Payment for his benefit towards the cost of health continuation coverage of an amount equal to the difference between the amount paid by Executive for health insurance coverage under the Company’s health benefit plan immediately prior to such termination and the cost of continuation coverage under COBRA, through the period ending on the expiration of the Restricted Period; provided, that if prior to the expiration of the Restricted Period Executive is eligible to receive health insurance benefits from a subsequent employer, payments under this subsection (iv) shall cease as of the date Executive becomes eligible.
Appears in 1 contract
Sources: Employment Agreement (American Campus Communities Inc)
Termination by the Company Without Cause. The Company shall have the right, may terminate Executive's employment at any time during the Term, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal to upon Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his 's receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 written notice of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Companysuch termination. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in In the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s 's employment is terminated by the Company or a succeeding entity without Cause upon (other than due to death or within Disability), Executive shall be entitled to:
(i) The Accrued Obligations and all Restricted Stock Awards shall be 100% vested;
(ii) An amount equal to one year (1) times the sum of a Change (x) the annual Base Salary as of Control at any time during the Term as described in Section 7 hereof. In such casedate of termination, Section 7 plus (y) an average of the Annual Bonus paid or payable to Executive under the terms of this Agreement in the three (3) fiscal years immediately prior to the fiscal year in which Executive's termination of employment occurs;
(iii) A pro rata Annual Bonus for the year in which such termination occurs, equal to the greater of (x) the Annual Bonus paid or payable in respect of the fiscal year immediately prior the fiscal year in which Executive's termination of employment occurs, or (y) Executive's target Annual Bonus for the year in which such termination occurs, multiplied by a fraction, the numerator of which equals the number of days elapsed from the commencement of the fiscal year in which such termination occurs through the date of such termination, and the denominator of which equals 365; such amount shall controlbe payable in full no later than March 15th of the calendar tax year following such termination of Executive's employment; and
(iv) Payment for his benefit towards the cost of health continuation coverage of an amount equal to the difference between the amount paid by Executive for health insurance coverage under the Company's health benefit plan immediately prior to such termination and the cost of continuation coverage under COBRA, through the period ending on the expiration of the Restricted Period; provided, that if prior to the expiration of the Restricted Period Executive is eligible to receive health insurance benefits from a subsequent employer, payments under this subsection (iv) shall cease as of the date Executive becomes eligible.
Appears in 1 contract
Sources: Employment Agreement (American Campus Communities Operating Partnership LP)
Termination by the Company Without Cause. The Company shall have the right, at At any time during the Term, to the Company may terminate this Agreement and Executive’s employment with the Company without Cause for any reason or no reason by giving written notifying Executive in writing of the Company’s termination without Cause, specifying in such notice to Executivethe effective termination date, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates and this Agreement and Executive’s employment with the Company shall terminate at the end of the day on the termination date specified in the Company’s notice (or such other date as may be mutually agreed upon by the Company and Executive). Upon termination of Executive’s employment by the Company without Cause, the Company’s obligation to pay and provide Executive compensation and benefits under this Agreement shall be limited solely immediately terminate, except: (a) the Company shall pay Executive that portion of her Base Salary which shall have been earned through the termination date; (b) the Company shall pay or provide Executive such other payments and benefits, if any, which have accrued and vested hereunder before the termination date; and (c) subject to Sections 7.8 and 7.9 of this Agreement, the Company shall provide Executive with the following severance benefits: (i) unpaid the Company will pay Executive severance compensation in the form of salary continuation at the Base Salary plus any accrued but unpaid benefits to rate in effect at the effective date time of termination, and any unpaid bonus earned in accordance with Executive's employment termination for a period of nine (9) months after the then applicable bonus plan or program to employment termination (the effective date of termination"Severance Period"); (ii) during the Severance Period, the Company will pay Executive an additional monthly severance in an amount equal to Executive’s thenone-current Base Salary twelfth (1/12) of the average annual cash bonus the Company paid Executive during the last three fiscal years prior to the termination date (or if Executive was not employed with the Company for a period the last three fiscal years, the average shall be calculated using the number of eighteen (18) monthsfiscal years Executive has been employed with the Company); and (iii) if during the Severance Period, the Company will pay Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up an additional monthly severance amount equal to eighteen One Hundred Forty percent (18140%) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 COBRA Premium Rate. For purposes of this Agreement, and must executethe term "COBRA Premium Rate" means the monthly amount charged, return, not rescind and comply with a general release of claims agreement in favor as of the Company and related entities and individualstermination date, within the timeframe and in a form to be prescribed by for COBRA continuation coverage under the Company's group medical and dental plans for the coverage options and coverage levels applicable to Executive and her covered dependents immediately prior to the termination date. The Subject to Sections 7.8 and 7.9, the Company will pay the foregoing severance benefits during the Severance Period in accordance with the Company's customary payroll practices and all such severance payments shall be paid in equal installments according subject to all applicable payroll tax withholdings. Other than the normal payroll scheduleforegoing, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty further obligations to mitigate damages Executive under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlAgreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to may terminate Executive’s employment with under this Agreement without Cause. In the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date event of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If the Company terminates Executive’s employment without Causetermination, the Company’s obligation to Executive shall be limited solely entitled to receive the Accrued Amounts (iincluding the vested Options) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of terminationand, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal subject to Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 Article III of this Agreement, Agreement and must execute, return, not rescind and comply with his execution of a general release of claims agreement in favor of the Company Group and related entities each of their respective officers and individuals, within the timeframe and directors in a form to be prescribed provided by the Company. The severance Company (the “Release”) and such Release becoming effective within 60 days following the Termination Date (such 60 day period, the “Release Execution Period”), Executive shall be paid entitled to receive (i) continued Base Salary for two years following the Termination Date (the applicable period, the “Severance Period”), and (ii) for the duration of the Severance Period, the amount, if any, by which the Company was subsidizing medical and dental insurance coverage for Executive and his eligible dependants immediately prior to Executive’s Termination Date, payable in all such cases in equal installments according to in accordance with the Company’s normal payroll schedulepractices, but no less frequently than monthly, commencing with the first ordinary Company payroll date following the Release Execution Period; provided that the first installment payment shall include all amounts that would otherwise have been paid to Executive during the period beginning on the Termination Date and ending on the first payment to date if no delay associated with the Release Execution Period had been imposed. The Company shall provide Executive to be made on with the next scheduled payroll date that occurs Release within ninety five (905) business days after the date Termination Date. The parties agree that time is of Executive’s termination of employment, provided the essence and each party agrees to work to complete the Release so that the Company has received the signed general release of claims agreement prescribed time periods for execution and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations revocation of the Company hereunder. Notwithstanding anything herein to Release under the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by Age Discrimination in Employment Act will lapse before the Company or a succeeding entity without Cause upon or within one year last day of a Change of Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall controlRelease Execution Period.
Appears in 1 contract
Termination by the Company Without Cause. The Company shall have (and not due to Executive’s Death or Permanent Disability) or due to Non-Renewal by the rightCompany, in Each Case Outside a Protected Period. If, at any time other than during the Terma Protected Period, to terminate Executive’s employment with the Company without Cause by giving written notice to Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) days pay in lieu of notice. If either the Company terminates Executive’s employment without Cause, the Company’s obligation to Executive shall be limited solely to under this Agreement other than for Cause (i) unpaid Base Salary plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) severance in an amount equal not due to Executive’s then-current Base Salary for a period of eighteen (18death or Permanent Disability) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment of Executive’s COBRA premiums for the health insurance coverage for a period of up to eighteen (18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance shall be paid in equal installments according to the normal payroll schedule, the first payment to Executive to be made on the next scheduled payroll date that occurs within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by as a result of the Company or a succeeding entity without Cause upon or within one year Company’s issuance of a Change Notice of Control at any time during Non-Renewal, then Executive shall be entitled to receive (i) payment of the Term Accrued Obligation and (ii) subject to the satisfaction of the STIP and applicable STI Performance Plan or other applicable terms and conditions, as described in Section 7 hereof3.3, any of Executive’s unpaid Bonuses with respect to a previous year or other performance period, as applicable, completed prior to the Date of Termination (without regard to any requirement that Executive remain employed through the date of determination, date of approval and/or date of payment of such Bonuses, as may be applicable). In such caseaddition, Section 7 subject to Executive’s (x) delivery to the Company by the Release Expiration Date (and non-revocation in any time provided to do so) of an executed Release and (y) compliance with Articles V, VI, and VII herein, Executive shall also be eligible to receive:
i. a lump sum payment of an amount equal to the Annual Bonus for the Bonus Year in which the Date of Termination occurs, which, for the purposes of this Section 4.3(b)(iii), shall be prorated and calculated, as follows: (1) if the Date of Termination occurs within the first half of the Bonus Year, then calculated based on the Effective STI Bonus Target multiplied by Executive’s base earnings during the Bonus Year through the Date of Termination, and (2) if the Date of Termination occurs within the latter half of the Bonus Year, then calculated based on Executive’s base earnings during the Bonus Year through the Date of Termination multiplied and measured by the Company’s actual performance during the Bonus Year through the last day of the month prior to the Date of Termination under the applicable STI Performance Plan;
ii. any and all outstanding Equity Awards granted to Executive under any plan not previously vested shall become fully vested, without pro-ration, with any unexercised options as of the Date of Termination remaining exercisable for the full term thereof; provided, however, that with respect to any Equity Award that is subject to performance-based vesting conditions, the number of securities subject to the Equity Award shall be reduced on a pro rata basis to the result of (A) the total number of target securities subject to the Equity Award multiplied by (B) a fraction, the numerator of which is the number of full months (counting the month in which the Date of Termination occurs as a full month) in which Executive was employed under this Agreement and the denominator of which is the number of full months in the performance period applicable to the Equity Award, and such reduced number of securities shall controlbecome vested and will be calculated, settled and delivered (if at all) subject to and based on the actual performance and achievement of the applicable performance metrics calculated as of the Date of Termination;
iii. a lump sum payment of an amount equal to one (1) times the sum of (A) the annualized rate of Executive’s Effective Base Salary as in effect on the Date of Termination and (B) the target value of Executive’s Annual Bonus for the Bonus Year in which the Date of Termination occurs, which, for the purposes of this Section 4.3(b)(v), shall be calculated based on the Effective STI Bonus Target established for Executive for the Bonus Year in which the Date of Termination occurs;
iv. a lump sum payment of an amount equal to all Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), premiums that would be payable during the period beginning on the Date of Termination and ending on the date that is twelve (12) months after the Date of Termination, assuming Executive and Executive’s dependents who were enrolled in the group health plans of the Parent (or other member of the Company Group, as applicable) as of the Date of Termination elected continuation coverage under such group health plans as in effect, and at the applicable COBRA rates, as of the Date of Termination, without regard to whether Executive and Executive’s dependents actually elected such coverage or whether actual COBRA coverage is applicable for the above-referenced time period; and
v. a lump sum payment equal to (as applicable): (A) 100% of the value of Executive’s Vacation Days (which, for purposes of this Agreement, shall be calculated as 1/365th of Executive’s annualized Base Salary multiplied by each applicable Vacation Day for which Executive is being paid) for the year in which the Date of Termination occurs if the Date of Termination occurs in the first quarter of the calendar year, (B) 75% of the value of Executive’s Vacation Days for the year in which the Date of Termination occurs if the Date of Termination occurs in the second quarter of the calendar year, (C) 50% of the value of Executive’s Vacation Days for the year in which the Date of Termination occurs if the Date of Termination occurs in the third quarter of the calendar year, or (D) 25% of the value of Executive’s Vacation Days for the year in which the Date of Termination occurs if the Date of Termination occurs in the fourth quarter of the calendar year.
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Termination by the Company Without Cause. The Company shall have the right, at any time during the Term, to terminate the Executive’s employment with the Company without Cause by giving written notice to the Executive, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may provide thirty (30) 30 days pay in lieu of notice. If the Company terminates the Executive’s employment without Cause, the Company’s obligation to the Executive shall be limited solely to (i) unpaid Base Salary accrued up to the effective date of termination plus any accrued but unpaid benefits to the effective date of termination, and any unpaid bonus earned in accordance with the then applicable bonus plan or program to the effective date of termination; (ii) a severance in an amount equal to the Executive’s then-current Base Salary for a period of eighteen (18) months; and (iii) if Executive is eligible for and timely elects COBRA coverage for health insurance coverage, payment an additional severance benefit calculated by the Company in its discretion equal to (A) the cost of Executive’s monthly COBRA premiums for (determined as of the health insurance coverage for a period effective date of up to eighteen termination) multiplied by (B) 18) months, payments to be made on a monthly basis when the premiums are due. Executive’s rights with regard to equity incentive awards, including stock options and restricted stock units, shall be governed by separate applicable agreements entered into between Executive and the Company. As a condition to his receipt of the post-employment payments and benefits under this Section 6(b), Executive must be in compliance with Section 5 of this Agreement, and must execute, return, not rescind and comply with a general release of claims agreement in favor of the Company and related entities and individuals, within the timeframe and in a form to be prescribed by the Company. The severance benefits set forth in clauses (ii) and (iii) of the third sentence hereof shall be paid in equal installments according to the Company’s normal payroll schedule, with the first payment to Executive to be made on the next scheduled payroll date that occurs commence within ninety (90) days after the date of Executive’s termination of employment, provided that the Company has received the signed general release of claims agreement and the Executive has not rescinded such agreement within the rescission period set forth in such agreement. Executive shall have no duty to mitigate damages under this Section 6(b) during the applicable severance period and, in the event Executive shall subsequently receive income from providing Executive’s services to any person or entity, including self employment income, or otherwise, then no such income shall in any manner offset or otherwise reduce the payment obligations of the Company hereunder. Notwithstanding anything herein to the contrary, this Section 6(b) shall not apply if Executive’s employment is terminated by the Company or a succeeding entity without Cause upon or within one year of a Change of in Control at any time during the Term as described in Section 7 hereof. In such case, Section 7 of this Agreement shall control.
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