Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to: (i) the Accrued Obligations; and (ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and (iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and (iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. (a) The Company Employment Period may terminate Employee’s employment be terminated at any time by the Company without Cause. If the Company terminates the Employment Period without Cause, effective upon Employee’s receipt the Company shall have the following obligations to Executive (but excluding any other obligation to Executive pursuant to this Agreement):
(i) a continuation of written notice the Base Salary for a period (the “Severance Period”) commencing on the date of termination and ending on the third anniversary of the date of termination; provided that the Base Salary for the first six months of the Severance Period shall be paid to Executive in a lump sum at the end of such termination. In six-month period in accordance with the event Employeerequirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”); provided further that such delay in payment will not apply to the extent that guidance issued under Section 409A allows payment to be made when otherwise due without subjecting the Executive to additional taxes under Section 409A.
(ii) Executive shall be eligible to continue to participate during the Severance Period, on the same terms and conditions that would have applied had he remained in the employ of the Company during the Severance Period, in all medical, vision, dental, life and disability plans provided to Executive pursuant to Section 2.2 at the time of such termination and which are provided by the Company to its employees following the date of termination (“Welfare Plans”), provided that Executive shall pay the amount of the employer portion of the applicable premiums for the first six months of the Severance Period, which amount will be reimbursed to him in a lump sum at the end of such six-month period, provided further that the Executive shall not be required to pay the premiums for coverage under the Welfare Plans for the first six months of the Severance Period to the extent that guidance under Section 409A allows such premiums to be paid by the Company without subjecting the Executive to additional taxes under Section 409A. With respect to any continuation of Executive’s insurance coverage under this Section 5.3(a)(ii), the Company may require Executive to elect “COBRA”, and, in such case, the Company will, subject to the provisos to the sentence above, pay that portion of the COBRA premium that the Company pays for active employees with the same coverage for the period that Executive is eligible for COBRA.
(iii) (A) if the termination of Executive’s employment occurs after the completion of the Company’s fiscal year, but prior to the payment of the bonus for that year contemplated by Section 2.6, Executive shall be entitled to receive the bonus otherwise payable in accordance with such Section (if any) at such time as bonuses are paid generally to executive officers for such year (but in no event later than March 15 of the year following the year for which the bonus is terminated payable); (B) payment by the Company to Executive of a bonus for the fiscal year in which the termination of employment occurs payable at such time as bonuses are paid generally to executive officers for such year, but no later than March 15 of the year following the year for which the bonus is payable (except if later and if necessary to avoid subjecting the Executive to additional taxes under Section 409A, the date that is six months after the date the Executive terminates employment), the amount (the “Prior Bonus Payment”) of which to be the greater of (i) the bonus paid by the Company to the Executive for the fiscal year immediately prior to the date of termination (if any) and (ii) the average of the bonus payments paid for the three years immediately prior to the date of termination and (C) payment by the Company to Executive of a bonus for the two years following the fiscal year in which the termination of employment occurs payable at such time as bonuses are paid generally to executive officers for such years, the amount of each bonus being the Prior Bonus Payment.
(iv) the vested options to purchase the Company’s common stock that Executive currently holds other than the option granted March 17, 2004 (the “Affected Parent Options”) shall remain exercisable until such stock option would expire under the terms of the Stock Option Agreement pursuant to which such stock option was granted, and otherwise be treated for purposes of the terms and conditions thereof as if Executive was employed by the Company until the latest possible date;
(v) the option to purchase the Company’s common stock and the restricted stock granted on March 17, 2004 shall be deemed fully vested and such option shall remain exercisable for the post termination exercise period specified in the option agreement plus an extension to the later of (A) the 15th day of the third month following such post-termination exercise period or (B) December 31 of the calendar in which such post-termination exercise period would terminate (but in no event to a date after the termination of the original 10 year term); and
(vi) that portion of the WebMD Health Option that would have vested on the next vesting date following the date of termination shall be deemed vested on the date of termination and the WebMD Health Option shall remain exercisable for the post termination exercise period specified in the option agreement plus an extension to the later of (A) the 15th day of the third month following such post-termination exercise period or (B) December 31 of the calendar in which such post-termination exercise period would terminate (but in no event to a date after the termination of the original 10 year term); provided further, that the continuation of the payments, benefits and option exercisability described in clause (i)-(vi) above shall cease on the occurrence of any material breach of the covenants contained in Section 6 below; provided further, however, that Executive’s eligibility to participate in the Welfare Plans shall cease at such time as Executive is offered comparable coverage with a subsequent employer. If Executive is precluded from participating in any Welfare Plan by its terms or applicable law, the Company shall provide Executive with benefits that are reasonably equivalent in the aggregate to those which Executive would have received under such plan had he been eligible to participate therein (provided that the Company’s liability shall not exceed three times the amount it would incur if Executive was covered by the Company’s plans). Anything to the contrary herein notwithstanding in Section 5.2 or this Section 5.3, the Company shall have no obligation to continue to maintain any Welfare Plan solely as a result of the provisions of this Agreement.
(b) Notwithstanding anything to the contrary in this Agreement, notice by the Company to Executive that the Company wishes to terminate the Employment Period prior to or during any automatic renewal thereof pursuant to Section 3 hereof shall be deemed to be a termination by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) the Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv)5.3. For the avoidance of doubt, Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result any termination or expiration of the inclusion of the portion of the Taxable Cost in income during such calendar monthEmployment Period other than pursuant to Section 5.1, Employee retains (5.2, 5.5 or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage 5.8 hereof shall be provided deemed to the extent it results in adverse tax consequences be a termination pursuant to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement5.3.
Appears in 1 contract
Sources: Employment Agreement (Emdeon Corp)
Termination by the Company Without Cause. The Notwithstanding anything to the contrary set forth herein, the Company may shall have the right to terminate Employeethe Executive’s employment hereunder at any time time, for any reason or no reason, with or without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated date designated by the Company without Cause (upon written notice to the Executive. If the Company terminates the Executive’s employment for any reason other than due Cause, then, in addition to death or Disability)the payments under Section 5.1, Employee the Company shall be entitled topay the following amounts:
(ia) the Accrued Obligations; and
(ii) any unpaid STI Award Company shall continue the Executive’s Salary, in respect effect as of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on for the sixtieth remaining period of the then current Employment Term (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date disregarding any renewal term that would commence following the date that is sixty of termination) under Section 2 (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term“Salary Continuation Payments”); provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits no Salary Continuation Payments shall be provided on a fully taxable basis, based on 100% paid to the Executive during the six (6)-month period immediately following the date of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee termination (the “Taxable CostSection 409A Restricted Period”). On the first business day after the expiration of the Section 409A Restricted Period, the Executive shall be entitled to a single lump sum payment equal to the aggregate Salary Continuation Payments that would have been otherwise paid to the Executive during the Section 409A Restricted Period, but for the restrictions imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), andon payments to “specified employees” (as defined in Code Section 409A) after separation from service. Thereafter, the Executive’s remaining Salary Continuation Payments shall be paid at the same time and in the same manner as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had Salary would have been paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of Executive if the inclusion of Executive had remained actively employed by the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than Company until the end of the taxable year then current Employment Term (disregarding any renewal term that would commence following the taxable date of termination) under Section 2.
(b) A pro rata bonus payment for the fiscal year in during which the termination of employment occurs equal to the amount of the Executive’s Bonus earned for the prior fiscal year multiplied by a fraction, the numerator of which is the number of days during the current fiscal year that transpired before the date of termination and the denominator of which is three hundred sixty-five (365). The payment of such taxes are paid. Furthermore, no continuation of coverage pro-rata bonus shall be provided paid as of the first business day after the expiration of the Section 409A Restricted Period.
(c) The Company shall continue to provide coverage for the Executive and his eligible dependents under the Company’s medical and dental plans for the remaining period of the then current Employment Term (disregarding any renewal term that would commence following the date of termination) under Section 2, at the same cost to the extent it results Executive as in adverse tax consequences to effect on the Company under Section 4980D date of termination.
(d) The restrictions on the Restricted Stock shall lapse as of the Code. Following such date of termination, and any other equity award made under the LTIP, or any other equity incentive plan maintained by the Company, shall become 100% vested as of the date of termination, and shall be exercisable following the Executive’s termination of Employeeemployment for such period of time, as specified in the applicable award agreement.
(e) All payments under this Section 5.5 are conditioned upon the Executive honoring the restrictive covenants set forth in Section 6 and executing a general release of all claims arising from the Executive’s employment with the Company, in such form as may then be used by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementrespecting termination of employees.
Appears in 1 contract
Sources: Executive Employment Agreement (Triple Crown Media, Inc.)
Termination by the Company Without Cause. The Company may terminate Employee’s employment may, at any time by action of a majority of the entire membership of its Board not including Executive, terminate the Executive’s employment without Cause, effective upon Employee’s receipt of Cause (as defined below) by giving the Executive written notice of the effective date of termination (which effective date may be the date of such terminationwritten notice) (the “Date of Termination”). In If the event EmployeeExecutive voluntarily resigns his employment with the Company during the three-year period following the Effective Date of this Agreement due to a material reduction in the Executive’s employment is terminated responsibilities or title, or due to a material reduction in the Executive’s base salary without a corresponding pro rata reduction in the base salary of the Company’s other executives, or due to the Company requiring the Executive to relocate more than 50 miles from Indianapolis, Indiana, or due to a breach of this Agreement by the Company (each a “Deemed Termination Event”), such voluntary resignation will be deemed to be termination by the Company without Cause Cause. The Executive will provide thirty (other than 30) days prior written notice to the Company of any such voluntary resignation by reason of a Deemed Termination Event, and during such 30-day period the Company shall have an opportunity to cure the Deemed Termination Event (the actual date of termination of the Executive’s employment as a result of a resignation due to death a Deemed Termination Event is also referred to herein as the “Date of Termination”). If a cure is effected within such 30-day period, the provisions of this Section 5(b) shall no longer be applicable with respect to the Deemed Termination Event so cured. If the Executive resigns his employment due to a Deemed Termination Event or Disability)the Executive is terminated without Cause by the Company, Employee any unvested options granted hereunder that, absent such termination, that would have otherwise vested in the 12 month period following the date of termination shall immediately vest and be entitled toexercisable. If the Company shall terminate the Executive without Cause hereunder or the Executive resigns his employment due to the occurrence of a Deemed Termination Event, the Company shall have the obligation to pay the Executive the following:
(i1) Any and all amounts owed to the Accrued Obligations; andExecutive through the Date of Termination, including all accrued salary, vacation pay, and any other benefits, which shall be payable in a lump sum payment less any applicable withholdings within five (5) business days (for purposes of this Agreement, a “business day” shall mean any day other than Saturday, Sunday or any day on which banks in the Commonwealth of Massachusetts are authorized by law to close) following the Date of Termination.
(ii2) any unpaid STI Award in respect Each month for a period of any completed fiscal year that has ended prior to twelve (12) months following the date Date of such terminationTermination (the “Severance Period”), which amount the Company shall pay the Executive, as a severance payment, 100% of the Executive’s Monthly Salary (as defined below), less required withholdings. Such amounts shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable periodically in accordance with the Company’s regular customary payroll practices, but commencing on the first payroll date . Within six months following the date that is sixty end of the Severance Period, the Executive shall reimburse the Company for any severance amounts paid to the Executive to the extent the Executive has earned or received income from other sources (60excluding directors’ fees and investment income) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance TermPeriod and reportable as earnings on Form W-2 or Form 1099 (the “Supplementary Income”). Notwithstanding the foregoing, the Executive shall not be obligated to reimburse the Company for any amounts in excess of the health benefits provided to Employee and his covered dependants under aggregate amount paid by the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior Company to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity Executive during the Severance Term; provided, however, that as a condition of Period and the Company’s providing Executive shall have no affirmative duty to seek alternative employment or otherwise mitigate the continuation of health benefits described herein, costs and expenses the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of or incur during the inclusion of Severance Period. For purposes hereof, “Monthly Salary” shall mean the Taxable Cost Executive’s annual base salary in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided effect immediately prior to the extent it results Date of Termination (except if the termination is due to a reduction in adverse tax consequences salary, then the annual base salary in effect immediately prior to the Company under Section 4980D of the Code. Following such termination of Employee’s employment decrease in annual base salary) divided by the Company without Cause, except as set forth in this Section 8(dtwelve (12), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Cyberkinetics Neurotechnology Systems, Inc.)
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time without Cause, effective upon Employee’s receipt delivery to Executive of written notice of such termination. In the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee Executive shall be entitled to:
(i) the The Accrued Obligations; and;
(ii) any Any unpaid STI Award Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on at such time annual bonuses are paid to other senior executives of the sixtieth Company, but in no event later than the date that is two and one-half (60th2½) day months following the last day of the fiscal year in which such termination date; andoccurred;
(iii) continuation Subject to satisfaction of the applicable performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Target 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 (2½) months following the last day of the fiscal year in which such termination occurred;
(iv) An amount equal to six (6) months of Base Salary during Salary, such amount to be paid in substantially equal payments over the [6]-month period following Executive’s termination of employment (such period, the “Severance Term”), and payable in accordance with the Company’s regular payroll practices; provided, but commencing however, if such termination occurs on or following any Change in Control (as defined in the first payroll date following the date that is sixty equity documents), such amount shall instead be payable in a single lump sum within five (605) days following of such termination; Any equity or stock option grants shall be given the termination date, which first payment shall include payments relating to such initial sixty (60) day periodtreatment accorded them by the Company’s Equity Documents; and
(ivv) continuationTo the extent the Company maintains a group health plan subject to the continuation health coverage requirements of Sections 601 through 609 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), Executive is enrolled for coverage under such group health plan and subject to an election of COBRA continuation coverage by Executive (or Executive’s covered dependents in the case of Executive’s death), on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the health benefits provided to Employee difference between the monthly COBRA premium cost and his covered dependants under the Company’s health plansmonthly contribution paid by active employees for the same coverage; provided, it being understood and agreed that the Company’s obligation to provide such continuation of benefits payments described in this clause (v) shall terminate prior to cease earlier than the expiration of the Severance Term in the event that Employee Executive becomes eligible to receive any health benefits while employed by as a result of subsequent employment or providing service to, in any capacity, any other business or entity during the Severance Term; providedNotwithstanding the foregoing, however, that as a condition of the Company’s providing the continuation of health payments and benefits described hereinin clauses (ii) through (v) above shall immediately terminate, and the Company may require Employee shall have no further obligations to elect continuation coverage under COBRA. Notwithstanding the forgoingExecutive with respect thereto, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less event that Executive breaches any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this provision set forth in Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code9 hereof. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d7(e), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The During the Term of this Agreement, the Company may terminate Employee’s the Executive's employment at for any time without reason other than "Cause, effective " upon Employee’s receipt of sixty (60) days' prior written notice to the Executive. Upon such a termination, in addition to any earned but unpaid Base Salary, any accrued but unused vacation (if normally payable under the Company's policies), any earned but unpaid annual bonus for the fiscal year which ended prior to the Termination Date, and unreimbursed expenses through the Termination Date, the Executive shall be entitled to severance pay in the amount of such termination. In the event Employee’s employment is terminated sum of (a) the greater of (i) twelve (12) months of his monthly Base Salary then in effect or (ii) the Base Salary payable for the remainder of then-remaining Term, and (b) a prorated portion of the annual bonus otherwise payable to the Executive pursuant to the Annual Incentive Compensation Program for officers of Sequent for the year in which the termination occurs (calculated on actual performance for the year), with the proration calculated based on the number of days the Executive was actively employed by the Company without Cause (during that year. Any outstanding restricted stock, stock options, stock appreciation rights, performance grants or other than due to death equity-based compensation grants or Disability), Employee awards held by the Executive shall be entitled to:
governed by the terms of the plans under which they were granted; provided, that each stock option held by the Executive which was granted to him as a result of his voluntary conversion of an annual cash bonus payable to him under the Annual Incentive Compensation Program for officers of Sequent shall continue to become exercisable according to its schedule as granted, and, to the extent exercisable, shall remain exercisable, for a period ending on the earlier of (i) the Accrued Obligationsoriginal expiration date of the grant or award; and
or (ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior the date six (6) years following the Termination Date. In addition, the benefits provided to the Executive and his covered dependents pursuant to Sections 3.5 and 3.6 shall continue to be provided until the later of (i) the last day of the then- remaining Term, or (ii) the date of one (1) year following the Termination Date, in the same manner and on the same cost basis as if the Executive remained an active employee (subject to any limitations on such termination, which amount continuation imposed by insurance carriers). The severance pay based on Base Salary provided for in this subsection shall be paid on the sixtieth in a single sum cash payment within thirty (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (6030) days following after the termination dateTermination Date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during contingent upon the Severance Term, Executive's execution of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), andgeneral release, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this described in Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement5.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s Executive's employment hereunder at any time without Cause, effective upon Employee’s receipt of Cause by written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability)Executive, Employee shall be entitled toin which event:
(i) the Accrued Obligations; andCompany 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 mean the lesser of 36 or the number of months in the period from the date of the termination of Executive's employment hereunder to the date Executive attains the age 65);
(ii) the Company shall pay to Executive, within ten days following the date of termination, 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 STI Award successor plan) in respect of any completed the three most recent complete fiscal year that has ended years of the Company prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; andof 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) continuation of payment of Base Salary during the Severance TermCompany shall provide to Executive and his eligible dependents medical, payable long-term disability, dental and life insurance coverage, to the extent such coverage was in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating effect immediately prior to such initial sixty (60) day period; and
(iv) continuationtermination, during until Executive attains the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Termage 65; provided, however, that as a condition in the event of the Company’s providing the continuation of health benefits described hereinExecutive's death prior to such date, the Company may require Employee shall continue to elect continuation 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 COBRA. Notwithstanding Sections 3(d) and 3(e) hereof until the forgoingearlier to occur of the third anniversary of the date of termination, if 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 health benefits are provided plans (including both profit-sharing contributions and Company matching contributions in respect of Executive's contributions to employees 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 generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within prior to the meaning of Section 105(h) date of the Codetermination 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;
(1vi) such continuation all equity compensation awards granted to Executive by the Company (e.g., stock options and shares of benefits restricted stock) shall immediately become fully vested and fully exercisable; and
(vii) notwithstanding anything to the contrary contained in the BRP, Executive's "Credited Service" under the BRP shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required deemed for all purposes to be paid increased by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result one-twelfth of the inclusion Severance Period, and Executive'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 in effect immediately prior to the date of the Taxable Cost termination of Executive's employment and (y) the greater of (A) the average annual incentive bonus payment earned by Executive under the Company's Executive Incentive Compensation Plan (or any successor plan) in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end respect of the taxable year following three most recent complete fiscal years of the taxable Company preceding the date of the termination of Executive's employment or (B) the target incentive bonus award under the Company's Executive Incentive Compensation Plan (or any successor plan) for the year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s Executive's employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementoccurs.
Appears in 1 contract
Sources: Employment Agreement (First National Bankshares of Florida Inc)
Termination by the Company Without Cause. The Company may terminate Employeethe Executive’s employment at any time without Cause upon 60 days’ advance notice to the Executive (“Termination Without Cause”), effective subject to the Company’s right, at its election, to reduce the duration of the notice period upon Employee’s receipt notice to the Executive, in which case the last day of written the reduced notice period shall constitute the date of such termination. In the event Employee’s employment is terminated by of such termination, the Executive will receive the Accrued Benefits and, if the Executive (1) executes a release of all claims in a form acceptable to the Company without Cause (the “Release”) and the applicable revocation period with respect thereto expires within 60 days following the date of termination and (2) continues to comply with all restrictive covenants and all other than due material ongoing obligations to death or Disabilitywhich he is subject (the “Obligations’’), Employee shall be entitled tothen the Company shall:
(i) provide the Accrued Obligations; and
(ii) any unpaid STI Award Executive with continued payment of his base salary as in respect of any completed fiscal year that has ended effect immediately prior to the date of termination in accordance with the Company’s normal payroll practices ('“Continued Base Salary”) for twelve months following the date of termination (the “Severance Period”); provided that (x) such payments shall commence on the first regularly scheduled payroll date that occurs on or after the date on which the Release becomes irrevocable (the “Payment Commencement Date”) and (y) the first such payment shall include all payments that otherwise would have been paid to the Executive pursuant to this Section 7(b)(i) between the date of termination and the Payment Commencement Date if such payments had commenced as of the date of termination (the “Catch-Up Payment”);
(ii) continue to make its portion of the contributions necessary to maintain the Executive’s coverage under the Healthcare Plan for the Severance Period; provided that if the Company determines in good faith that such contributions would cause adverse tax consequences to the Company or the Executive under applicable law, it shall instead provide the Executive with monthly cash payments during the Severance Period in an amount that, prior to withholding for applicable taxes, is equal to the amount of the Company’s monthly contributions referenced above; provided further that if a Healthcare Plan is not in effect on the date of termination, which amount the Company shall be paid on continue to provide the sixtieth (60th) day following Healthcare Reimbursement for the termination dateSeverance Period; and
(iii) continuation of payment of Base Salary during cause any then-unvested RSU's and options to acquire Parent Company common stock held by the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date Executive to become fully vested and exercisable and provide that such options remain exercisable for ninety days following the date that is sixty (60) days following the of termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable CostEquity Acceleration”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company Your employment may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is be terminated by the Company without Cause at any time at any time upon written notice to you, which termination will be effective immediately or on such later date as specified in the written notice. In the event your employment is terminated without Cause, you shall receive the Accrued Amounts and, provided you sign a release and waiver of claims in favor of the Company and its Affiliates and their respective officers and directors in a form provided by the Company (other than due to death or Disability)the “Release”) and it becomes effective, Employee you shall be entitled toreceive the following benefits:
(i) the Accrued Obligations; and
(ii) any Any earned but unpaid STI Award in annual bonus with respect of to any completed fiscal calendar year that has ended prior to immediately preceding the date of such termination, which amount shall be paid on the sixtieth applicable payment date;
(60thii) day following The Company shall continue to pay your Base Salary in effect on the date of termination date; andfor a period of twenty-four (24) months, such payments to be made on the same periodic dates as salary payments would have been made to you had your employment not been terminated;
(iii) continuation If you timely elect COBRA coverage, your current benefits under group health and dental plans will continue. In such case, (a) you will receive such benefits at the rates paid by active participants, and (b) for eighteen (18) months the Company will continue to pay its portion of payment of Base Salary during such health and dental premiums. In no event shall such benefits continue beyond the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day periodperiod permitted by COBRA; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the The Company’s obligation to provide such continuation of benefits you with the COBRA subsidy pursuant to subsection 5(e)(iii) hereof shall terminate in the event you obtain new employment and are eligible to participate in medical insurance programs made available to you and similarly situated employees by or through your new employer.
(v) During the twenty-four (24) 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, identifying the prospective employer and its affiliated companies and the job description, including a description of the 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 Section 7 of this Agreement.
(vi) The obligation of the Company to continue to make any further payments and provide any further benefits to you under this Agreement for the period after the Noncompete Period (as defined in Section 7(a)) has expired and prior to the applicable date specified in (ii) and (iii) above shall cease effective upon your engaging in any conduct or activity that otherwise would have been prohibited under Section 7(a). (By way of illustration only, if you elect to engage in a Competitive Business within the Market Area (as those terms are defined in Section 7(c)) upon expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described hereinone-year Noncompete Period, the Company may require Employee will not be obligated to elect continuation coverage under COBRA. Notwithstanding continue to make base salary payments to you for the forgoing, if such health benefits are provided to employees remaining balance of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” period specified in (within ii) above or provide the meaning of Section 105(h) benefits to you for the remaining balance of the Codeperiod specified in (iii) above.), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to for death or Disability)) or Termination by the Executive for Good Reason. If Parent or the Company shall terminate the Executive's employment other than for death, Employee Disability pursuant to Section 6(b) or Cause, or the Executive shall be entitled toterminate his employment for Good Reason, then:
(i) the Accrued Obligations; andCompany shall pay the Executive any earned and accrued but unpaid installment of Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid and pro rata amounts to which the Executive is entitled as of the Date of Termination under any compensation or bonus plan or program of Parent or the Company applicable to the Executive, including without limitation, the approved annual Bonus Plan for the year in which the Date of Termination occurs and all accrued but unused vacation time, such payments to be made in a lump sum on or before the tenth day following the Date of Termination;
(ii) any unpaid STI Award in respect lieu of any completed fiscal year that has ended prior further salary payments to the date Executive for periods subsequent to the Date of Termination, the Company shall pay as liquidated damages to the Executive an amount equal to the product of (A) the sum of (1) the Executive's Base Salary in effect as of the Date of Termination and (2) the average Annual Bonus that the Executive earned in the most recent two fiscal years, and (B) the quotient of the number of whole months remaining in the term of this Agreement as of the Date of Termination (such termination, which amount shall period is sometimes referred to herein as the "Severance Period") divided by twelve (12); such payment to be paid made in a lump sum on or before the sixtieth (60th) tenth day following the termination date; andDate of Termination. In addition, all stock options, restricted stock awards and any other equity awards granted by Parent or the Company to the Executive shall become fully vested, unrestricted and exercisable as of the Date of Termination;
(iii) continuation In the case of payment a termination of Base Salary during the Severance TermExecutive's employment by Parent or the Company without Cause or for Disability, payable or by the Executive for Good Reason, the Company shall pay the full cost for the Executive to participate in accordance the health insurance plan in which the Executive was enrolled immediately prior to the Date of Termination for a period of eighteen (18) months, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Company’s regular payroll practices, but commencing on the first payroll date following the date that Executive would otherwise have been entitled to receive under such plan from which his continued participation is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day periodbarred; and
(iv) continuation, during the Severance Term, The obligations of the health benefits provided to Employee Parent and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage make any payments to Executive required under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h7(d)(ii) of the Code), (1) such continuation of benefits hereof shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) conditioned on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment execution and delivery by the Employee Executive of all federal, state, local a general release of claims in form and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid substance reasonably satisfactory to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this AgreementParent.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to for death or Disability)) or Termination by the Executive for Good Reason. If Parent or the Company shall terminate the Executive's employment other than for death, Employee Disability pursuant to Section 6(b) or Cause, or the Executive shall be entitled toterminate his employment for Good Reason, then:
(i) the Accrued Obligations; andCompany shall pay the Executive any earned and accrued but unpaid installment of Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and all other unpaid and pro rata amounts to which the Executive is entitled as of the Date of Termination under any compensation or bonus plan or program of Parent or the Company applicable to the Executive, including without limitation, the approved annual Bonus Plan for the year in which the Date of Termination occurs and all accrued but unused vacation time, such payments to be made in a lump sum on or before the tenth day following the Date of Termination;
(ii) any unpaid STI Award in respect lieu of any completed fiscal year that has ended prior further salary payments to the date Executive for periods subsequent to the Date of Termination, the Company shall pay as liquidated damages to the Executive an amount equal to the product of (A) the sum of (1) the Executive's Base Salary in effect as of the Date of Termination and (2) the average Annual Bonus that the Executive earned in the most recent two fiscal years, and (B) the quotient of the number of whole months remaining in the term of this Agreement as of the Date of Termination (such termination, which amount shall period is sometimes referred to herein as the "Severance Period") divided by twelve (12); such payment to be paid made in a lump sum on or before the sixtieth (60th) tenth day following the termination date; andDate of Termination. In addition, all stock options, restricted stock awards and any other equity awards granted by Parent or the Company to the Executive shall become fully vested, unrestricted and exercisable as of the Date of Termination;
(iii) continuation In the case of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the a termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the Executive's employment by Parent or the Company without Cause or for Disability, or by the Executive for Good Reason, the Company shall pay the full cost for the Executive to participate in the health benefits provided to Employee and his covered dependants under insurance plan in which the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate Executive was enrolled immediately prior to the expiration Date of Termination for a period of eighteen (18) months, provided that the Severance Term in Executive's continued participation is possible under the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition general terms and provisions of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), plans and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s 's employment hereunder without Cause at any time without Causetime, effective upon Employee’s receipt of 20 days written notice of such terminationto Employee. In the event Employee’s employment If Employee is terminated by the Company without Cause (other than due Cause, the Company will pay to death or Disability), Employee shall be entitled to:
(i) all accrued but unpaid base salary through the Accrued Obligations; and
effective date of such termination and pro rated for partially completed periods and (ii) any unpaid STI Award in respect of any completed fiscal year that has ended all unreimbursed business expenses incurred by Employee prior to his termination for which Employee is entitled to reimbursement pursuant to this Agreement, which payments will become due and payable in cash in a lump sum on the effective date of such termination. In addition, which amount provided Employee executes a general release (the "Release") of any and all claims relating to Employee's employment with the Company, including the termination thereof, in a form satisfactory to counsel for the Company (provided that such general release shall not extend to claims, defenses or counterclaims under the Purchase Agreement) within 21 days (or 45 days if such longer period is required by law) following such termination and the Release becomes effective following the lapse of the applicable revocation period, the Company will pay to Employee severance pay equal to the remaining base salary Employee would have earned had Employee completed the Term of Employment, less applicable withholding. The severance payment will be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular 's regularly scheduled payroll practices, but practices for salaried employees commencing on the first payroll date within the 60-day period following Employee's Separation from Service (as defined below) on which the Release is effective following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, lapse of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation revocation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost but in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end last day of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement60-day period.
Appears in 1 contract
Termination by the Company Without Cause. The Executive’s employment with the Company may terminate Employee’s employment be terminated at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause upon prior written notice. Subject to the Executive’s continued compliance with his obligations under this Agreement and except as otherwise required by law or by the terms of the Company’s benefit plans (excluding severance plans) the Company shall have no obligation to the Executive other than due to death pay or Disability), Employee shall be entitled to:
provide the Executive: (i) the Accrued ObligationsAmounts; and
(ii) any unpaid STI Award the Earned Bonus; (iii) the Pro-Rata Bonus; (iv) subject to Section 8.2 hereof, an amount equal to two times the sum of (x) the Executive’s annual Base Salary (as in respect effect as of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on ) plus (y) the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, target Annual Bonus payable in approximately equal installments in accordance with the Company’s regular payroll practices, practices (but commencing on off employee payroll) during the first payroll date 12 month period following the Executive’s date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Termtermination; provided, however, that no installment shall be paid prior to the first payroll coincident with or next following the sixtieth (60th) day after the Executive’s date of termination (or the first business day thereafter) and any installment that would have been paid during such 60 day period shall be paid with the first installment paid to the Executive; (v) with respect to any outstanding stock option held by the Executive as a condition of the Companydate of termination that vests based solely on the passage of time, any such stock options that would have become vested and exercisable if the Executive had continued to be employed with the Company during the 24-month period commencing on the date of termination shall vest and become exercisable; provided that if the Executive’s termination occurs during the 24-month period following a “change of control” (as defined in the Equity Plan), in lieu of the preceding vesting acceleration, all outstanding stock options that vest based solely on the passage of time shall immediately vest and become exercisable as of the date of the Executive’s termination, consistent with a “qualifying termination” as set forth in Section 4.4.1.2 of the Equity Plan; and (vi) the benefits triggered by a termination without Cause under Sections 4.4.2.3 and 4.5 of the Equity Plan, providing for accelerated vesting of stock options with performance-based vesting based on the continuation of health vesting schedule for liquidity events on or after November 19, 2012 and a 12-month post-termination exercise period for all vested stock options, respectively. In the event that the Executive is eligible to receive the severance benefits described hereinprovided for by this Section 4.4, the Executive shall not be eligible to receive severance benefits under any other Company may require Employee to elect continuation coverage plan, policy, or agreement. In addition, the right under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees Section 8.01 of the Company generally through a selfAmended and Restated Exempted Limited Partnership Agreement of Skype Management, L.P., dated September 22, 2010 (the “Management Partnership Agreement”), to repurchase ordinary shares subject to the time-insured arrangement, based stock options and Employee qualifies the performance-based stock options (but there is no right at all to repurchase the co-invest stock option or any co-invest shares except as a “highly compensated individual” (within the meaning of provided in Section 105(h8.01(a) of the Code), (1Management Partnership Agreement) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable CostRepurchase Right”), and, as such, Employee’s W-2 shall include ) during the after12-tax value month period following the date of termination will be suspended and deferred until the 12-month period commencing on the first anniversary of the Taxable Cost for each month during date of termination so long as the applicable benefit continuation period, Executive (x) reasonably cooperates with the Parent in facilitating the Parent’s transition to a new chief financial officer and (2y) on the last payroll date of each calendar month during which does not engage in any health benefits are provided pursuant conduct intended or that a reasonable person in a like position and under like circumstances could expect to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid cause meaningful harm to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month Parent and its subsidiaries (the obligations in subsections (x) and (y) shall collectively be referred herein as the “Tax Gross-UpConditions”). In no the event that the Executive materially violates the Condition in subsection (x) or violates the Condition in subsection (y), then the Repurchase Right shall be exercisable during the Tax Gross12-Up be paid to Employee later than month period following the end date the Executive receives such written notice that the Executive has materially violated or violated the Conditions, as the case may be. To the extent that any material violation of the taxable year following Condition in subsection (x) is reasonably curable in the taxable year in which good faith discretion of the Parent’s Board, the Parent’s Board shall give the Executive the opportunity to cure such taxes are paidmaterial violation. FurthermoreNotwithstanding anything else herein, no continuation violation of coverage subsection (y) of the Conditions shall be provided deemed to have occurred with respect to any matters covered by the extent it results restrictive covenants and post-termination obligations described in adverse tax consequences to the Company under Section 4980D Sections 5.1 through 5.6 of the CodeEmployment Agreement unless the Executive has materially violated the terms thereof during the applicable coverage period of such restrictive covenant or post-termination obligation. Following such termination The Repurchase Right will remain subject to all of Employee’s employment by the Company without Cause, except as terms and conditions set forth in this Section 8(dthe Management Partnership Agreement, including that it may not be exercised after an “initial public offering” or a “change of control” (each as defined in the Management Partnership Agreement), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may shall have the right to terminate EmployeeExecutive’s employment at any time hereunder “without Cause, effective upon Employee’s receipt of cause” by giving Executive written notice to that effect. Any such termination of employment shall be effective on the date specified in such terminationnotice. In the event Employeeof such termination, the Company shall (i) pay Executive his unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the effective date of the termination for which Executive is entitled to be reimbursed under Section 5 of this Agreement; (ii) pay Executive an amount per month equal to one-twelfth of his then adjusted Base Salary for the period commencing on the date following the date of termination and ending on the date which is six (6) months following the effective date of termination; (iii) pay Executive an amount equal to a pro-rata portion of the Annual Bonus that would otherwise have been payable to Executive for the Fiscal Year in which the termination occurs, determined in the same manner and payable at the same time as such Annual Bonus would otherwise have been payable had Executive’s employment not terminated, with such pro-ration to be determined based on the number of months (and any fraction thereof) Executive is terminated by employed during the Company without Cause Fiscal Year in which termination occurs, relative to 12 months; and (other than due iv) cause to death or Disability)become vested a pro-rata portion of the awards granted to Executive under Section 4.5, Employee shall be entitled to:
equal to the quotient of (i) the Accrued Obligations; and
number of full months that have transpired between the Effective Date and the date of termination, divided by (ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term36; provided, however, that as a condition of the Company’s providing the continuation of health benefits without limiting any other remedy available hereunder, all obligations described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee 8.1 shall have no further rights to any compensation immediately terminate upon a judge’s determination that Executive has breached the provisions of Section 6 or 7 hereof. Notwithstanding any other benefits under provision of this Agreement, for a cessation of employment described in Section 8.1 that occurs during the 2009 calendar year, the reference in Section 8.1(ii) to “six (6) months” will be replaced with a reference to “three (3) months.”
Appears in 1 contract
Sources: Employment Agreement (Igi Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s the employment of Executive hereunder without Cause upon at any time without Cause, effective upon Employee’s receipt of least 30 days’ written notice to Executive. An election by the Company not to extend the Term pursuant to Section 1 hereof shall not be deemed to be a termination of such terminationemployment by the Company Without Cause at the date of expiration of the Term. In At the event Employeetime Executive’s employment is terminated by the Company without Cause (other than due to death or Disabilityi.e., at the expiration of such notice period), Employee shall the Term will terminate, all remaining obligations of the Company and Executive under Sections 1 through 3 will immediately cease (except as expressly provided below), and the Company will pay Executive, and Executive will be entitled toto receive, the following:
(i) the Executive’s Compensation Accrued Obligations; andat Termination (as defined in Section 6.4);
(ii) If such termination is not in anticipation of, or on or within two (2) years after, a Change of Control (as defined in Section 6.3), Executive shall be entitled to receive severance payments equal to the sum of: (a) one times the Executive’s Annual Salary plus (b) one times the average of the two highest Annual Cash Incentive payments received by Executive during the preceding three completed performance years (provided that in no event shall such amount be less than one times the targeted Annual Cash Incentive for the year of termination) (the “Base Severance Amount”). Such severance shall be payable in equal installments on the Company’s regular salary payment dates for a twelve-month period commencing on the date of termination; provided, however, that such payments shall terminate if Executive fails to comply with the requirements of Section 8 below;
(iii) If such termination occurs in anticipation of, or on or within two (2) years after, a Change in Control (as defined in Section 6.3), Executive shall receive two severance payments. The first shall be payable within 30 days of the date of termination and shall be equal to the Base Severance Amount. The second shall be payable one year after the date of termination and shall be equal to (a) the Base Severance Amount less (b) the Executive’s then current total annual compensation from any unpaid STI Award in respect gainful employment. Executive agrees to provide all information necessary to calculate the second payment and, at the Company’s election, such determination shall be investigated and made by a nationally known independent accounting firm. Any payments provided under this subsection (iii) shall be forfeited if Executive fails to comply with the requirements of Section 8 below;
(iv) In lieu of any completed fiscal annual cash incentive compensation under Section 3.2 for the year that has ended prior in which Executive’s employment terminates, a Partial Year Bonus (as defined in Section 6.7);
(v) All equity awards held by Executive at termination which vest based on time shall become vested, all stock options shall be exercisable during the remainder of the term of such options, and all other terms of such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted;
(vi) Any performance objectives upon which the earning of performance-based restricted stock, RSUs, and other equity awards and other long-term incentive awards (including cash awards,) is conditioned shall be earned based on actual performance at the date of termination, and such awards shall to the extent earned become vested and non-forfeitable as a result of termination of employment at the date of such termination, which amount and, in other respects, such awards shall be paid on governed by the sixtieth (60th) day following plans and programs and the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, agreements and other documents pursuant to which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Termawards were granted; provided, however, that if such termination shall occur in anticipation of a Change in Control (as defined in Section 6.6) or on or within two (2) years after a condition Change in Control any such performance objectives shall be deemed to have been met at target level at the date of termination;
(vii) All other rights under any other compensatory or benefit plan shall be governed by such plan. In addition, at Company’s expense, Executive and his spouse and dependent children shall be entitled to continuation of health insurance coverage (i.e., medical, dental and vision) under the Company’s providing group health plan(s) in which the continuation Executive was participating on the date of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, termination or if such health benefits are provided to employees plan(s) have been terminated, in the plan(s) in which senior executives of the Company generally through participate for a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning period of Section 105(h) of the Code), one (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of year after the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other terminates. Payments and benefits under this AgreementSection 5.3 are subject to Section 5.6.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at hereunder and the Employment Term may be terminated by the Company for any time without Cause, effective upon Employee’s receipt of reason by written notice as provided in Section 17. For purposes of such termination. In this Agreement, the event Employee’s employment is Executive will be treated as having been terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
if the Executive terminates his employment with the Company under the following circumstances: (i) the Accrued ObligationsCompany breaches any material provision of this Agreement and fails to cure such breach within thirty (30) calendar days after receiving notice thereof from the Executive; and
(ii) any unpaid STI Award there occurs a material reduction in respect of any completed fiscal year that has ended prior the Executive’s authority, functions, duties or responsibilities as provided in Section 3 and the Company fails to restore to the date of Executive such terminationauthority, which amount shall be paid on functions, duties or responsibilities within thirty (30) calendar days after receiving notice thereof from the sixtieth (60th) day following the termination dateExecutive; and
or (iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the CompanyExecutive’s regular payroll practices, but commencing on the first payroll date following the date that employment is sixty (60A) days following the termination date, which first payment shall include payments relating to such initial sixty terminated without cause within six (606) day period; and
(iv) continuation, during the Severance Term, months of the health benefits provided to Employee and his covered dependants under effective date of a Change in Control (as defined in Section 10) or (B) there occurs a material reduction in the CompanyExecutive’s health plansauthority, it being understood and agreed that function, duties or responsibilities which causes the CompanyExecutive’s obligation to provide such continuation of benefits shall terminate prior to resignation from the expiration Company within six (6) months of the Severance Term effective date of a Change in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, Control (as defined in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as Section 10) (a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-UpCIC Termination”). In no the event shall the Tax Gross-Up be paid of such a termination without Cause pursuant to Employee later than the end any of subsections 8(a)(i)-(iii) above or any other termination of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of EmployeeExecutive’s employment by the Company without Causefor any reason other than Cause (as defined in Section 9(d) herein), except as the Executive shall be entitled to the payments and benefits set forth in Section 9(a). For the avoidance of doubt, the Termination events set forth in this Subsection 8(a) shall apply independently during the entire Employment Term and any Termination without Cause that occurs under Section 8(d8(a)(i) or 8(a)(ii) of this Agreement will result in the payments and benefits under Section 9(a), Employee shall have no further rights including any such termination during the Employment Term that occurs subsequent to any compensation or any other benefits under this AgreementChange in Control event.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment under this Agreement may be terminated by the Company at any time without “Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated ” (as defined in Section 6(b)) by the Company upon sixty (60) days’ prior written notice to 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 (Cause. Upon any such termination of the Executive’s employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than due any obligations with respect to death or Disability)earned but unpaid Base Salary and bonus under Section 4. In addition, Employee 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 be entitled to:
continue to pay the Executive his Base Salary (inot including the Temporary Increase) at the Accrued Obligations; and
rate then in effect pursuant to Section 4(a) for a period of twelve (ii12) any unpaid STI Award 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 any completed fiscal the immediately preceding year pursuant to Section 4(b) beginning with the first payroll date that has ended 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 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the executive had in place at the time of termination for a period of twelve (12) months from the Date of Termination. Following a termination of the Executive without Cause the Executive shall continue to be eligible to receive technology incentive compensation payments due under the provisions of the Technology Development Incentive Plan as such may have been established by the administrator of such plan prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Albany Molecular Research Inc)
Termination by the Company Without Cause. The Company may may, without cause, terminate Employee’s your employment at any time without Cause, effective upon Employee’s receipt of with six (6) months prior written notice of to you. The termination date in this instance is the date on which the notice period ends. In such terminationcase the Company may release you from your position and duties immediately and elect to pay six (6) months pay at normal payroll intervals during the notice period. In the event Employee’s your employment is terminated by under this Section 5A, the Company without Cause (other than due shall also pay to death or Disability), Employee shall be entitled toyou the following:
(i) A severance payment in an amount equal to one-half of your then current annual base rate compensation. Such payment will begin at the Accrued Obligations; andconclusion of the notice period, which is the termination date, and be made on a continuation basis at normal payroll intervals until paid in full.
(ii) A single lump sum payment on the date of termination of any accrued but unpaid STI Award salary set forth in Section 2A (as adjusted by Section 2B) hereof, including salary in respect of any completed fiscal year that has ended prior accrued and accumulated vacation due to you at the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and.
(iii) continuation of A single lump sum payment of Base Salary during any incentive compensation earned in the Severance Term, payable fiscal year of the termination of your employment. Such payment will be pro-rated through the last day of your employment and shall be paid in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; andMICP.
(iv) continuationContinuation of medical benefits for a period of six (6) months from the date of termination.
(v) Executive outplacement for a period of six (6) months from the date of termination. Such cost shall not exceed ten thousand dollars ($10,000).
(vi) To the extent vested, during the Severance Term, Monthly Supplemental Retirement Benefit as set forth in Section 2D hereof with the first monthly payment beginning on the first day of the health benefits provided to Employee and his covered dependants under month immediately succeeding the Company’s health plans, it being understood and agreed that the Company’s date of termination. The Company shall have no further obligation to provide such continuation of benefits you under this Agreement and you shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In have no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences further obligation to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, this Agreement except as set forth noted in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under Sections 6 and 7 of this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. or by the Employee for --------------------------------------------------------------- Changed Circumstances. The Company may terminate the employment relationship --------------------- with the Employee without cause (which shall not include a termination pursuant to Paragraphs 8, 9 or 10) by giving the Employee 15 days prior written notice. The Employee may terminate the employment relationship with the Company for Changed Circumstances by giving the Company 15 days prior written notice. The term "Changed Circumstances" as used in this Paragraph 11 means (a) a reduction in the Employee’s employment at any time without Cause's base salary and benefits, effective upon (b) a material reduction in the scope of the Employee’s receipt 's authority and/or responsibilities, (c) during the first three years following the Closing Date, a change in the Company's management under which the Employee is no longer the Company's President and Chief Executive Officer, (d) a change in the control of the Company, and/or (e) breach of the Agreement by the Company which the Company fails to cure after 30 days' written notice of such terminationto the Company. In the event Employee’s the employment relationship is terminated by the Company without Cause (other than due cause or by the Employee for Changed Circumstances during the term hereof, the Company shall pay the Employee all accrued benefits and unreimbursed expenses owed to death or Disability), the Employee that have accrued but have not been paid as of the Termination Date. The Company shall also continue to pay to the Employee all salary and benefits hereunder until the third anniversary of the Closing Date. Such payments shall be entitled to:
(i) the Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable made in accordance with the Company’s Employee's regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, salary schedule. Payment of the health severance benefits provided set forth herein shall be subject to Employee the execution and his covered dependants under delivery of a Separation Agreement (including a release of all claims against the Company’s health plans, it being understood and agreed that ) the terms of which will reasonably be determined by the parties. The Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided 's obligations pursuant to this Section 8(d)(iv), Employee Paragraph 11 shall receive an additional payment, such that, after payment terminate immediately upon any violation of Paragraph 3 or 4 or the taking of any other action by the Employee that would have the effect of all federal, state, local and employment taxes imposed on Employee as a result declaring the provisions of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (Paragraph 3 or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement4 not enforceable.
Appears in 1 contract
Sources: Employment Agreement (Westower Corp)
Termination by the Company Without Cause. The Company may shall have the right to terminate EmployeeExecutive’s employment at any time hereunder “without Cause, effective upon Employee’s receipt of cause” by giving Executive written notice to that effect. Any such termination of employment shall be effective on the date specified in such terminationnotice. In the event Employeeof such termination, the Company shall (i) pay Executive his unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the effective date of the termination for which Executive is entitled to be reimbursed under Section 5 of this Agreement; (ii) pay Executive an amount per month equal to one-twelfth of his then adjusted Base Salary for the period commencing on the date following the date of termination and ending on the date following the effective date of termination; (iii) pay Executive an amount equal to a pro-rata portion of the Annual Bonus that would otherwise have been payable to Executive for the Fiscal Year in which the termination occurs, determined in the same manner and payable at the same time as such Annual Bonus would otherwise have been payable had Executive’s employment not terminated, with such pro-ration to be determined based on the number of months (and any fraction thereof) Executive is terminated by employed during the Company without Cause Fiscal Year in which termination occurs, relative to 12 months; and (other than due iv) cause to death or Disability)become vested a pro-rata portion of the awards granted to Executive under Section 4.5 of the Existing Employment Agreement, Employee shall be entitled to:
equal to the quotient of (i) the Accrued Obligations; and
number of full months that have transpired between the Effective Date and the date of termination, divided by (ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term36; provided, however, that as a condition of the Company’s providing the continuation of health benefits without limiting any other remedy available hereunder, all obligations described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee 8.1 shall have no further rights to any compensation immediately terminate upon a judge’s determination that Executive has breached the provisions of Section 6 or any other benefits under this Agreement7 hereof.
Appears in 1 contract
Termination by the Company Without Cause. The Notwithstanding anything to the contrary set forth herein, the Company may shall have the right to terminate Employeethe Executive’s employment hereunder at any time time, for any reason or no reason, with or without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated date designated by the Company without Cause (upon written notice to the Executive. If the Company terminates the Executive’s employment for any reason other than due Cause, then, in addition to death or Disability)the payments under Section 5.1, Employee the Company shall be entitled topay the following amounts:
(ia) the Accrued Obligations; and
(ii) any unpaid STI Award Company shall continue the Executive’s Salary, in respect effect as of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on for the sixtieth remaining period of the then current Employment Term (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date disregarding any renewal term that would commence following the date that is sixty of termination) under Section 2 (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term“Salary Continuation Payments”); provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits no Salary Continuation Payments shall be provided on a fully taxable basis, based on 100% paid to the Executive during the six (6)-month period immediately following the date of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee termination (the “Taxable CostSection 409A Restricted Period”). On the first business day after the expiration of the Section 409A Restricted Period, the Executive shall be entitled to a single lump sum payment equal to the aggregate Salary Continuation Payments that would have been otherwise paid to the Executive during the Section 409A Restricted Period, but for the restrictions imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), andon payments to “specified employees” (as defined in Code Section 409A) after separation from service. Thereafter, the Executive’s remaining Salary Continuation Payments shall be paid at the same time and in the same manner as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had Salary would have been paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of Executive if the inclusion of Executive had remained actively employed by the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than Company until the end of the taxable year then current Employment Term (disregarding any renewal term that would commence following the taxable date of termination) under Section 2.
(b) A pro rata bonus payment for the fiscal year in during which the termination of employment occurs equal to the amount of the Executive’s Bonus earned for the prior fiscal year multiplied by a fraction, the numerator of which is the number of days during the current fiscal year that transpired before the date of termination and the denominator of which is three hundred sixty-five (365). The payment of such taxes are paid. Furthermore, no continuation of coverage pro-rata bonus shall be provided paid as of the first business day after the expiration of the Section 409A Restricted Period.
(c) The Company shall continue to provide coverage for the Executive and his eligible dependents under the Company’s medical and dental plans for the remaining period of the then current Employment Term (disregarding any renewal term that would commence following the date of termination) under Section 2, at the same cost to the extent it results Executive as in adverse tax consequences to effect on the Company date of termination.
(d) Any outstanding equity incentive award made under Section 4980D the LTIP, or any other equity incentive plan maintained by the Company, shall become 100% vested as of the Code. Following such date of termination, and shall be exercisable following the Executive’s termination of Employeeemployment for such period of time, as specified in the applicable award agreement.
(e) All payments under this Section 5.5 are conditioned upon the Executive honoring the restrictive covenants set forth in Section 6 and executing a general release of all claims arising from the Executive’s employment with the Company, in such form as may then be used by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementrespecting termination of employees.
Appears in 1 contract
Sources: Executive Employment Agreement (Triple Crown Media, Inc.)
Termination by the Company Without Cause. The Company may may, without cause, terminate Employee’s your employment hereunder at any time without Cause, effective upon Employee’s receipt of ten (10) or more days written notice of such terminationto you. In the event Employee’s your employment is terminated by under this Paragraph 8A, the Company without Cause (other than due shall pay to death or Disability), Employee shall be entitled toyou the following:
(i) A single lump sum payment of two and nine-tenths times (2.9x) your then current annual base salary set forth in Paragraph 2A hereof (as adjusted by Paragraph 2B hereof), with payment to be made on the Accrued Obligations; andfirst day of the seventh (7th) full calendar month immediately succeeding the month in which the last day of your employment occurs;
(ii) any unpaid STI Award in respect A single lump sum payment of any completed incentive compensation set forth in Paragraph 2C hereof earned in the fiscal year that has ended prior to of the date termination of your employment, which incentive compensation shall be determined on the basis of the Company’s operations through June 30 of such terminationfiscal year, which amount and shall be pro-rated through the last day of your employment and shall be paid on within the sixtieth (60th) day following time period specified under the termination date; andterms of the Management Incentive Compensation Plan;
(iii) continuation of The Deferred Compensation set forth in Paragraph 2D hereof with payment of Base Salary the Monthly Amount delayed until the first day of the seventh (7th) full calendar month immediately succeeding the month in which the last day of your employment occurs. However, the first such payment will include the aggregate of the Monthly Amounts that would have been made during the Severance Terminterim period, payable and, therefore, will be equal to seven (7) times the Monthly Amount, and such payment shall reduce the number of overall payments due under Paragraph 2D hereof by seven (7). Payments under this Paragraph 8A(iii) shall be made on the first day of each respective calendar month;
(iv) Continuation of medical benefits for the period you are entitled to COBRA continuation coverage under Section 4980B of the Code. The Company shall reimburse you for eighty percent (80%) of any premiums paid by you for such continuation. Provided, however, no such reimbursement hereunder shall be made for continuation coverage extending beyond the earlier of (1) the last day of the second calendar year following the calendar year in which your employment is terminated or (2) the period for which you are entitled to continuation coverage under Section 4980B of the Code, and all such reimbursements shall be made in accordance with the Company’s regular payroll practicesgeneral policies for reimbursement of expenses, but commencing on in no event later than the first payroll date last day of the third calendar year following the date that calendar year in which your employment is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day periodterminated; and
(ivv) continuationReasonable executive outplacement services for a period of six (6) months, during the Severance Term, immediately following your termination. Payment of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits outplacement services shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In made no event shall the Tax Gross-Up be paid to Employee later than the end last day of the taxable third calendar year following the taxable calendar year in which such taxes are paidyour employment is terminated. Furthermore, The Company shall have no continuation of coverage further obligations to you under this Agreement and you shall be provided to the extent it results in adverse tax consequences have no further obligations to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, this Agreement except as set forth provided in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.Paragraph 11 and Paragraph 12 hereof:
Appears in 1 contract
Termination by the Company Without Cause. The In the event that the Company may terminate Employee’s terminates your employment without Cause (as defined in Paragraph C of this Section 4) at any time without Causeprior to the Transition Date, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee you shall be entitled to:
entitled, provided that you sign a Waiver and Release of Claims substantially in the form attached hereto as Exhibit B, which is incorporated into this Agreement by reference, (i) the Accrued Obligations; and
to receive a lump sum cash payment equal to two (2) times your Salary and (ii) any unpaid STI Award in respect to receive the continuation of any completed fiscal year that has ended all medical, health, disability, life and accident insurance maintained for your benefit immediately prior to the date of such your termination (collectively, “Benefits”) either (a) for a period of two (2) years from the date of your employment termination, which amount shall be paid on to the sixtieth extent that the Company determines that such Benefits are not subject to the additional twenty percent (60th20%) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, tax imposed under section 409A of the health benefits provided to Employee and his covered dependants under Code of 1986, as amended (the Company’s health plans“Code”), it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to or (b) if you become employed by another employer before the expiration of such two (2) year period, until the Severance Term in effective date of your new employment. To the event extent that Employee becomes eligible the Company determines that any Benefits would be subject to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition additional twenty percent (20%) tax imposed under section 409A of the Company’s providing the continuation of health benefits described hereinCode, you (or your beneficiaries or estate) shall not have a right to such Benefits and instead the Company may require Employee shall pay you (or your beneficiaries or estate) a cash lump sum amount that is intended to elect continuation coverage under COBRAbe the economic equivalent thereof. Notwithstanding the forgoingRegardless of whether any Benefits are subject to such additional tax, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as determines that you are a “highly compensated individualspecified employee” (within the meaning of Section 105(h) section 409A of the Code)Code as of the date of your employment termination, (1) such continuation then you shall not have a right to any Benefits and instead the Company shall pay you a cash lump sum amount that is intended to be the economic equivalent thereof. All lump sum payments pursuant to this Paragraph A of benefits Section 4 shall be provided on a fully taxable basis, based on 100% made within 30 days of the monthly premium cost of participation in date your employment with the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided Company is terminated pursuant to this Section 8(d)(iv)6 and, Employee shall receive an additional paymentin any event, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than 21/2 months after the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such your employment termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementoccurs.
Appears in 1 contract
Termination by the Company Without Cause. The (a) Upon written notice to the Executive from the Board or an appropriate officer of the Company designated by the Board, the Company may terminate Employee’s the Executive's employment and his performance of service as a member of the Board at any time without Cause, effective upon Employee’s receipt of written notice of such termination. .
(b) In the event Employee’s of a termination of the Executive's employment is terminated by and his performance of service as a member of the Company without Cause (other than due Board pursuant to death or Disability), Employee shall be entitled to:
Section 6.5(a): (i) the Accrued ObligationsCompany will pay to Executive any earned but unpaid Base Salary through the date of such termination; and
(ii) any unpaid STI Award the Company will reimburse the Executive's unreimbursed business expenses pursuant to Section 4.3 for all expenses incurred in respect the performance of any completed fiscal year that has ended his duties prior to the date of such termination; (iii) the Company will pay to Executive any earned and accrued but unpaid Annual Bonus as of the date of such termination; (iv) commencing on the day immediately following "the date of such termination, the Company will continue to pay to the Executive his then current Base Salary until the expiration of the later of: (a) the third anniversary of the Effective Date, or (b) the twelve (12) month period following such date of termination without Cause; provided, however, that if Executive is terminated without Cause following a Change in Control (as defined below), the Company will continue to pay to Executive his then current Base Salary until the expiration of the later of: (a) the third anniversary of the Effective Date, or (b) the eighteen (18) month period following such date of termination, which amount shall be paid on as a lump sum within thirty (30) days after the sixtieth (60th) day following date of termination, or, at the termination date; and
(iii) continuation of payment of Base Salary during the Severance TermCompany's election, payable in accordance with the Company’s regular 's payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term practices in the event that Employee becomes eligible to receive any health benefits while employed by or providing service effect from time-to, in any capacity, any other business or entity during the Severance Term; provided, however, that -time. Except as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as specifically set forth in this Section 8(d)6.5, Employee the Company shall have no further rights to any compensation other liability or obligation hereunder by reason of such termination.
(c) Notwithstanding any other benefits provision in this Agreement to the contrary, Executive hereby agrees and acknowledges that he will not be entitled to and the Company shall have no obligation to pay or provide any amount or benefit provided under Section 1 or Section 6.5 of this AgreementAgreement unless Executive executes and delivers to the Company and does not revoke a release satisfactory to the Company in a manner consistent with the requirements of the Age Discrimination in Employment Act.
Appears in 1 contract
Sources: Executive Employment Agreement (Valera Pharmaceuticals Inc)
Termination by the Company Without Cause. The Company may terminate Employeethe Executive’s employment at any time without Cause, effective upon Employeesix (6) months following the Executive’s receipt of written notice of such terminationtermination (in this Section 7(d), the “Notice Period”). The Company may, in its sole and absolute discretion, by written notice, waive the services of the Executive during the Notice Period or in respect of any part of such period, and at the Company’s sole discretion accelerate the effective date of such termination of employee-employer relationship (such accelerated date shall constitute the Termination Date), all on the condition that Teva USA pays the Executive the monthly Base Salary and all additional compensation and benefits to which the Executive is entitled in respect of the Notice Period without regard to any such Company waiver. In the event Employeethe Executive’s employment is terminated by the Company Teva USA without Cause (other than due to by reason of his death or Disability), Employee the Executive shall be entitled to:
(i) the Accrued Obligations; and;
(ii) any unpaid STI Award Annual Bonus in respect of any completed fiscal year that has ended on or prior to the Termination Date, such amount to be paid at the same time it would otherwise be paid to the Executive had no such termination occurred, but in no event later than one day prior to the date that is two and one-half (2 1⁄2) months following the last day of such terminationcompleted fiscal year; provided, which amount that, if the Company has provided the Executive with notice of termination pursuant to this Section 7(d), any Annual Bonus payable pursuant to this subsection (ii) shall be paid prorated to reflect the portion of the year during which the Executive was an active employee;
(iii) continued payment of the Executive’s then-current Base Salary, in accordance with the payroll practices of the Company, for twelve (12) months;
(iv) a lump sum cash payment in an amount equal to the Executive’s then-current Base Salary, payable in a cash lump sum on the next regular payroll date immediately following the sixtieth (60th) day following after the termination date; andTermination Date;
(iiiv) subject to the Executive’s election of COBRA continuation coverage under Teva USA’s group health plan, on the first regularly scheduled payroll date of payment of Base Salary each month during the Severance Term, payable in accordance with the Company’s regular payroll practices, but eighteen (18) month period commencing on the first payroll date following Termination Date, Teva USA will pay the date Executive a cash amount equal to the difference between the monthly COBRA premium cost and the premium cost to the Executive as if the Executive were an employee of Teva USA (excluding, for purposes of calculating such cost, an employee’s ability to pay premiums with pre-tax dollars); provided, that is sixty any payments pursuant to this subsection (60v) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to cease earlier than the expiration of the Severance Term such eighteen (18) month period (x) in the event that Employee the Executive becomes eligible to receive any comparable health benefits while employed by or providing service tobenefits, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally including through a self-insured arrangementspouse’s employer, and Employee qualifies as a “highly compensated individual” during such eighteen (within 18) month period or (y) to the meaning of extent required to avoid adverse consequences (including penalties or negative tax consequences) to the Executive or Teva USA under either Section 105(h) of the Code)Code or the Patient Protection and Affordable Care Act of 2010; and
(vi) continued vesting of any outstanding equity awards granted to the Executive by TPI, (1) such continuation without regard to the termination of benefits shall be provided on a fully taxable basisExecutive’s employment, based on 100% for the remainder of their original terms to the monthly premium cost of participation in same extent as if the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment Executive had remained employed by the Employee Company in accordance with the terms and conditions of all federalTPI’s equity plans and the individual award agreements evidencing such grants (including, statefor the avoidance of doubt, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”any performance vesting conditions). In no event shall addition, the Tax Gross-Up be paid to Employee later than the end vested portion of any stock option as of the taxable year conclusion of the stock option vesting term will be exercisable through the stated expiration date of such stock option, following which any portion of such stock option not exercised will expire. Notwithstanding the taxable year foregoing, (A) the payments and benefits described in which such taxes are paid. Furthermoresubsections (iii) through (vi) above shall immediately cease, (B) the Company shall have no continuation of coverage further obligations to the Executive with respect thereto and (C) the Executive shall be promptly repay to the Company any payments or benefits paid or provided to the extent it results Executive pursuant to subsections (ii) through (vi) above, in adverse tax consequences to the Company under event that the Executive breaches any provision of Section 4980D 9 hereof. Following a termination of the Code. Following such termination of EmployeeExecutive’s employment by the Company Teva USA without Cause, except as set forth in this Section 8(d7(d), Employee the Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Teva Pharmaceutical Industries LTD)
Termination by the Company Without Cause. The (a) Notwithstanding anything to the contrary set forth herein, the Company may shall have the right to terminate the Employee’s 's employment hereunder at any time time, for any reason or for no reason, without Causecause, effective upon Employee’s receipt of the date designated by the Company upon written notice of such termination. to the Employee.
(b) In the event of a termination of the Employee’s 's employment is terminated by hereunder pursuant to Section 7.1(a) hereof prior to the Company without Cause (other than due to death or Disability)Expiration Date, the Employee shall be entitled toto receive all accrued but unpaid (as of the effective date of such termination) Salary and the severance payments in the manner set forth in Section 7.1(c) hereof; provided that the Employee has complied with all of his obligations under this Agreement and continues to comply with all of his surviving obligations hereunder listed in Section 9 hereof. Except as specifically set forth in this Section 7.1, all Salary and Benefits shall cease at the time of such termination, except as required under applicable law and neither the Company nor any subsidiary or affiliate of the Company shall have any further liability or obligation hereunder by reason of or subsequent to such termination.
(c) In the event of the termination of the Employee's employment under Section 7.1(a) hereof prior to the Expiration Date, the Employee shall be entitled, as severance pay, to receive:
(i) an amount equal to (A) the Accrued Obligationssum of the Salary then in effect plus the average of the Bonus paid to the Employee in the two years preceding the effective date of such termination, multiplied by (B) the number of years between the effective date of such termination and the Expiration Date (pro rated for any partial year); and
(ii) any unpaid STI Award in respect all Benefits for a period of any completed fiscal year that has ended prior years (including fractional years) equal to the number of years between the effective date of such termination, which amount shall be paid on termination and the sixtieth Expiration Date (60th) day following the termination date; andpro rated for any partial year).
(iii) continuation of payment of Base Salary during the Severance Term, payable a car benefits allowance in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes any car benefits allowance available to the Employee as Employee is required to pay as a result of the inclusion date of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermorehis termination, no continuation of coverage shall be provided for a period equal to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this AgreementExtended Coverage Period.
Appears in 1 contract
Sources: Executive Employment Agreement (Paragon Technologies Inc)
Termination by the Company Without Cause. The Notwithstanding Section 2.3 above, the Company may shall have the right to terminate this Agreement and Employee’s employment at any time without Cause, effective at any time, and for any reason or no reason at all, upon Employee’s receipt of written notice of such termination. In to Employee, subject to the event following:
(a) If the Company terminates this Agreement and Employee’s employment and such termination is terminated not a termination for Cause under Section 2.3 above, then Employee shall receive the following from the Company as severance (the “Severance Payment”): (i) ______ base salary as set forth in Section 3.1, plus (ii) an amount equal to the prorata annual incentive compensation for the year of termination (the “Prorata Annual Incentive”), plus (iii) an amount equal to _______ of the targeted annual incentive compensation amount as set forth in Section 3.2 for the year of the termination (regardless of whether the targeted performance was achieved or exceeded). The Prorata Annual Incentive shall be determined by multiplying the amount of the annual incentive compensation Employee would have earned pursuant to Section 3.2 in the year of termination if Employee had remained employed through the end of that year, by a fraction, the numerator of which is the number of days Employee was employed by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) in the Accrued Obligations; and
(ii) any unpaid STI Award in respect year of any completed fiscal year that has ended prior to the date of such termination, and the denominator of which amount is 365. Except for the Prorata Annual Incentive, the Severance Payment shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance substantially equal biweekly installments with the Company’s regular payroll practicesover the ______ period (the “Severance Pay Period”) following the effective date of termination of employment (provided that the initial and final payments may be a greater or lesser amount so as to conform with the Company’s regular payroll period); provided that any amounts that would be payable prior to the effectiveness of the Release Agreement (as defined below) shall be delayed until the Release Agreement is effective. Notwithstanding the foregoing, but if, as of the date of Employee’s separation from service (i) he is a “specified employee” as determined under Section 409A of the Code (as defined below), then any portion of the Severance Payment that is subject to and not exempt from Code Section 409A and that would otherwise be payable within the first six (6) months following such separation from service shall be delayed until the first regular payroll date of the Company following the six (6) month anniversary of Employee’s separation from service to the extent required for compliance with Code Section 409A or (ii) he is not a “specified employee” as determined under Code Section 409A or such delay is otherwise not required for compliance with Code Section 409A, then any portion of the Severance Payment that is subject to and not exempt from Code Section 409A and that would be otherwise payable within the first ninety (90) days after Employee’s separation from service shall be paid ninety (90) days after Employee’s separation from service (and not promptly following the effectiveness of the Release Agreement). The Prorata Annual Incentive shall be paid within 15 days after the Compensation Committee of the Company’s Board of Directors certifies the annual (short-term) incentive performance for all employees for the year in which the termination occurred. The Severance Payment will be subject to all applicable federal, state and governmental withholdings. The Severance Payment will be subject to offset by the amount of any base salary, short-term incentive compensation or cash compensation earned by Employee or to which Employee is entitled during the Severance Pay Period (regardless of when any such amount is paid by a subsequent employer or by the Company): (i) from any subsequent employer following the termination of his employment with the Company, or (ii) from the Company under any Contingent Employment Agreement between the Company and Employee. In the event Employee obtains other employment before the end of the Severance Pay Period, Employee shall immediately notify the Company of such employment in writing. Employee expressly agrees that failure to immediately advise Company of Employee’s new employment shall constitute a material breach of this Agreement, and Employee will forfeit all amounts paid or that otherwise would be paid by the Company under this subparagraph from the date of his new employment until the end of the Severance Pay Period. Employee shall immediately repay to the Company all amounts paid by the Company as a severance payment applicable to the period commencing on the first payroll date following of his new employment or the date that a change in control payment is sixty (60) days following triggered through the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration end of the Severance Term Pay Period. Notwithstanding such forfeiture, the remaining provisions of this Agreement shall remain in full force and effect. Employee agrees to furnish promptly to the Company all documentation required and/or reasonably requested by the Company to substantiate his new employment and all compensation and rights under his new employment.
(b) Before receiving the Severance Payment set forth in Section 2.4(a) above, and as a condition to receiving the same, Employee shall sign and not revoke a release of any and all claims or potential claims against the Company which Employee has or may have, whether known or unknown, as of the date of the release (the “Release Agreement”). The Company must provide the form of Release Agreement to Employee within fifteen (15) days after Employee’s separation from service and Employee must sign the Release Agreement and provide it to the Company within fifteen (15) days after receiving it from the Company. The Release Agreement shall be in the event that Employee becomes eligible to receive any health benefits while employed by same or providing service to, in any capacity, any similar form as such release documents or agreements as the Company has required from other business or entity during the Severance Term; provided, however, that executives as a condition of receiving any severance package.
(c) In order to facilitate compliance with Section 409A of the Company’s providing the continuation of health benefits described hereinCode, the Company may require and the Employee shall neither accelerate nor defer or otherwise change the time at which any payment due under this Section 2.4 is to elect continuation coverage under COBRA. Notwithstanding be made and the forgoing, if such health benefits are provided Employee shall not be considered to employees have had a termination of employment until the Company generally through Employee is considered to have a self-insured arrangement, and Employee qualifies as had a “highly compensated individual” (separation from service within the meaning of Code Section 105(h) of the Code)409A. Further, (1) such continuation of benefits each individual installment or payroll period amount shall be provided on considered a fully taxable basis, based on 100% separate payment for purposes of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this applying Code Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.409A.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, Cause effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or DisabilityDisability and except as provided in Section 8(g)) and provided that she fully executes and does not revoke an effective Release of Claims in the form attached hereto as Exhibit A, Employee shall be entitled toeligible for:
(i) the The Accrued Obligations; and;
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; andThe Severance Benefits;
(iii) continuation of The payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day periodPro Rata Bonus Pay at Target; and
(iv) continuation12 Months Accelerated Equity Benefit. Notwithstanding the foregoing, during the Severance TermBenefits, of entitlement to Pro Rata Bonus Pay at Target and 12 Months Accelerated Equity Benefit shall immediately terminate, and the health benefits provided Company shall have no further obligations to Employee and his covered dependants under the Company’s health planswith respect thereto, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive breaches any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition provision of the Company’s providing Confidentiality Agreement or the continuation Release of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRAClaims. Notwithstanding the forgoing, if Any such health benefits are provided to employees termination of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of payment or benefits shall be provided have no effect on a fully taxable basis, based on 100% the Release of the monthly premium cost Claims or any of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the afterpost-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid obligations to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the CodeCompany. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, except as otherwise provided in Section 8(g), Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Accrued Obligations, Severance Benefits, Pro Rata Bonus Pay at Target and 12 Months Accelerated Equity Benefit, all subject to her execution of the Release of Claims.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In If the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disabilityas provided in Section 3(d), then the Company shall, through the Date of Termination, pay the Employee shall be entitled tohis Accrued Benefit. In addition, subject to the Employee signing a separation agreement that includes 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, if applicable, the expiration of the seven-day revocation period for the Release within 60 days after the Date of Termination:
(i) the Accrued ObligationsCompany shall pay the Employee an amount equal to the sum of (A) one times the Employee’s Base Salary and (B) one times the Employee’s target incentive compensation for the then current fiscal year (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over twelve (12) months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year. Solely for purposes of Section 409A of the Code, each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Employee breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior notwithstanding anything to the date contrary in any applicable option agreement or stock-based award agreement, the vesting schedule for stock options and other stock-based awards held by the Employee as of the Date of Termination shall immediately accelerate by twenty five percent (25%) and such terminationaccelerated awards shall become fully exercisable, which amount shall be paid on vested and/or nonforfeitable as of the sixtieth (60th) day following the termination date; andDate of Termination;
(iii) continuation of payment of Base Salary during if the Severance Term, payable Employee was participating in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the group health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate plan immediately prior to the expiration Date of Termination, then the Severance Term in Company shall pay to the event Employee a single lump sum cash payment equal to twelve (12) months of monthly employer contributions that the Company would have made to provide health insurance to the Employee becomes eligible to receive any health benefits while if the Employee had remained employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Causeor by the Executive with Good Reason Prior to the New CEO Commencement Date. If, effective upon Employee’s receipt of written notice of such termination. In prior to the event EmployeeNew CEO Commencement Date, the Executive’s employment is terminated by the Company without Cause (other than due to death or Disabilityas provided in Section 4(e), Employee or the Executive terminates employment for Good Reason as provided in Section 4(f), in addition to the Accrued Benefit and 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”) within the 30-day period following the Date of Termination, the Executive shall be entitled toto the following:
(i) the Accrued ObligationsCompany shall pay the Executive an amount equal to the (A) Executive’s annual Base Salary plus (B) the Executive’s full 50% target incentive compensation for the then current fiscal year (the “Severance Amount”). The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months, beginning on the first payroll date that occurs 40 days after the Date of Termination. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive materially breaches any of the provisions contained in Section 8 of this Agreement, the Company shall have the right to cease all payments of the Severance Amount; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior subject to the date Executive’s copayment of such terminationpremium amounts at the active employees’ rate, which amount the Company shall be paid on pay the sixtieth (60th) day following remainder of the termination date; and
(iii) continuation of payment of Base Salary during premiums for the Severance Term, payable Executive’s participation in accordance with the Company’s regular payroll practicesgroup health plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, but commencing on the first payroll date following the date that is sixty as amended (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period“COBRA”); and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s payment obligation to provide such continuation shall cease upon the earlier of benefits shall terminate prior to 18 months following the Date of Termination or the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as Executive’s rights under COBRA. As a condition of the Company’s providing the continuation of health benefits described hereineligibility for such payments, the Company may require Employee to Executive shall timely elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, COBRA and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a promptly respond fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementreasonable inquiries related to COBRA eligibility.
Appears in 1 contract
Termination by the Company Without Cause. 8.5.1 The Company may employment of Officer shall terminate Employee’s employment at any time without Cause, effective immediately upon Employee’s receipt delivery to Officer of written notice of such termination. In termination by the event Employee’s Company, which shall be deemed to be "without cause" unless termination is expressly stated to be pursuant to Sections 8.1 or 8.2.
8.5.2 Upon termination of this Officer's employment is terminated pursuant to this Section 8.5, the Company shall pay to Officer, on the Termination Date, a lump sum payment of an amount equal to (x) all accrued and unpaid salary and other compensation payable to Officer by the Company and all accrued and unused vacation and sick pay payable to Officer by the Company with respect to services rendered by Officer to the Company through the Termination Date, and (y) the amount Officer would have earned as Base Salary during the remaining scheduled Term of the Amended Agreement (computed without Cause (other than due regard to death or Disabilitythe termination of the Amended Agreement pursuant to this Section 8.5), Employee shall be entitled to:
plus an amount equal to three times (i) in the event no previous bonus has been paid or is payable pursuant to this Amended Agreement, 20% of Officer's Base Salary, or (ii) in the event at least one bonus has been paid or is payable to Officer, the greater of (i) the Accrued Obligationslast annual bonus paid or payable to Officer pursuant to this Amended Agreement; and
and (iib) any unpaid STI Award in respect the average annual bonus based on all annual bonuses paid or payable to Officer pursuant to this Amended Agreement. In addition to the foregoing, and notwithstanding the provisions of any completed fiscal year that has ended prior other agreement to the date of such terminationcontrary, which amount shall be paid on (x) all options to purchase the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees Common Stock of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within which have been granted to Officer shall become immediately exercisable on the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), Termination Date and, as suchnotwithstanding any other agreement to the contrary, Employee’s W-2 shall include remain exercisable for the after-tax value full term of the Taxable Cost for each month during the applicable benefit continuation periodsuch option, and (2y) on the last payroll date Company shall continue to provide to Officer all other benefits that would otherwise be payable to Officer pursuant to Sections 4.4.2, 4.4.3 and 4.4.4 hereof for the remaining scheduled Term of each calendar month during which any health benefits are provided the Amended Agreement (computed without regard to the termination of the Amended Agreement pursuant to this Section 8(d)(iv8.5), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In If the event Employee’s employment Employment Period is terminated by the Company without Cause (other than due to death or Disability)Cause, Employee then Executive shall be entitled toto receive:
(i) Executive’s earned and unpaid Base Salary through the Accrued Obligations; andTermination Date;
(ii) any unpaid STI Award in respect an amount equal to twelve (12) months of any completed fiscal year that has ended prior to Executive’s then current Base Salary (but not as an employee), as a special severance payment, payable pro rata over the date of such termination, which amount shall be paid on the sixtieth twelve (60th) day 12)‑month period following the termination date; and
Termination Date (iiisuch period, the “Severance Period”) continuation of payment of Base Salary during the Severance Term, payable in regular installments in accordance with the Company’s regular general payroll practicespractices as in effect on the Termination Date, but commencing on in no event less frequently than monthly;
(iii) any Annual Performance Bonus for which the first payroll date following performance period has been completed and an Annual Performance Bonus has been earned but not yet paid as of the date that is sixty Termination Date (60) days following payable at the termination date, which first payment shall include payments relating same time such Annual Performance Bonus would have been paid pursuant to such initial sixty (60) day periodSection 3(c)); and
(iv) continuation, reimbursement of COBRA premiums for Executive and his eligible dependents each month during the Severance Term, of the health benefits Period (provided to Employee that Executive and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect dependents remain eligible for continuation coverage under COBRA); provided that, in the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the Severance Period, you must immediately notify the Company in writing of such event. Notwithstanding the forgoingforegoing, if such health at any time the Company determines, in its sole discretion, that it cannot provide the COBRA premium benefits are provided to employees on a pre-tax basis without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Public Health Service Act or Section 105(h) of the Code), (1) then such continuation of benefits payments shall be provided on a fully paid as taxable basispayments and, based on 100% of the monthly premium cost of participation in the self-insured plan less Company’s discretion, may be payable without regard to your election of COBRA coverage or payment of COBRA premiums and without regard to your continued eligibility for COBRA coverage during the Severance Period. Notwithstanding the foregoing, Executive shall not be entitled to receive any portion required payments pursuant to be paid by Employee Section 4(b)(ii), Section 4(b)(iii) or Section 4(b)(iv) (and Executive shall forfeit all rights to such payments) unless Executive has executed and delivered to the Company a general release substantially in form and substance as attached hereto as Exhibit A (the “Taxable CostGeneral Release”), andand such General Release remains in full force and effect, has not been revoked and is no longer subject to revocation, within sixty (60) days of the date of termination, and Executive shall be entitled to receive such payments only so long as Executive has not breached any of the provisions of the General Release or Sections 5, 6 and 7 hereof (a “Fundamental Breach”); provided, that, Executive will have ten (10) days after receiving written notice from the Company of a Fundamental Breach in which to cure such Fundamental Breach (to the extent capable of cure, as suchdetermined by the Board in good faith). If the General Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, Employee’s W-2 then the following shall include apply:
(A) To the after-tax value extent any such cash payment to be provided within sixty (60) days of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant termination is not “deferred compensation” for purposes of Code Section 409A, then such payment shall commence upon the first scheduled payment date immediately after the date the General Release is executed and no longer subject to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month revocation (the “Tax Gross-UpRelease Effective Date”). In no The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Executive’s termination of employment, and any payments made after the Release Effective Date shall continue as provided herein. The delayed payments shall in any event expire at the time such payments would have expired had such payments commenced immediately following Executive’s termination of employment.
(B) To the extent any such cash payment to be provided within sixty (60) days of the date of termination is “deferred compensation” for purposes of Code Section 409A, then such payment shall be made or commence upon the Tax Gross-Up sixtieth (60th) day following Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Executive’s termination of employment, and any payments made after the sixtieth (60th) day following Executive’s termination of employment shall continue as provided herein. The delayed payments shall in any event expire at the time such payments would have expired had such payments commenced immediately following Executive’s termination of employment. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall be made on the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive and (ii) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence (whether they otherwise would have been payable in a single sum or in installments in the absence of such delay) shall be paid to Employee later than the end of the taxable year following the taxable year Executive in which such taxes are paid. Furthermorea lump sum, no continuation of coverage and all remaining payments due under this Agreement shall be paid or provided to in accordance with the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementnormal payment dates specified for them herein.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt Upon Termination of written notice of such termination. In the event Employee’s employment is terminated Participant by the Company or a Subsidiary or Affiliate without Cause (other than due to death or Disabilitya Termination under circumstances described in paragraph (c), Employee shall be entitled to:
(d) or (e) of this Section 4 or other than an event described in paragraph (b) of this Section 4), (i) a portion of the Accrued Obligations; and
Option shall vest and become exercisable as of the date of such Termination, determined by multiplying the number of Shares subject to the Option by a fraction, the numerator of which is the number of days Participant was employed (iiincluding the date of such Termination) any unpaid STI Award during the full vesting period and the denominator of which the number of days in respect the full vesting period, reduced by the number of any completed fiscal year Shares subject to the Option that has ended have already vested by their terms prior to the date of such termination, which amount shall be paid on Termination and (ii) to the sixtieth (60th) day following the termination date; and
(iii) continuation extent exercisable as of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty of such Termination (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior including those Shares subject to the expiration of the Severance Term in the event Option that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided become vested exercisable pursuant to this Section 8(d)(iv(4)(e)), Employee the Option shall receive an additional paymentthereafter be exercisable for a period of 90 days from the date of such Termination or the Expiration Date, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the if earlier. Any portion of the Taxable Cost in income during Option that is not exercisable as of the date of such calendar monthTermination (and that does not become vested and exercisable pursuant to this Section 4(e)) as of the date of such Termination) shall be immediately forfeited on such date. For the avoidance of doubt, Employee retains (or has had paid i) Section 15.1(a) of the Plan shall not apply to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided Option to the extent it results in adverse tax consequences such provision conflicts with this Section 4(e) and (ii) if a Participant is eligible for Retirement pursuant to paragraph (c) of this Section 4 at the time the Participant otherwise would experience a Termination pursuant to paragraph (a) or this paragraph (e) of this Section 4, the Participant’s Termination shall be deemed a Retirement and the provisions of paragraph (c) with respect to the Company under Section 4980D Option shall prevail and be given effect. In the event the Participant is eligible for Retirement pursuant to paragraph (c) of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d4 at the time the Participant otherwise dies or becomes Disabled pursuant to paragraph (b) of this Section 4 or at the time the Participant otherwise experiences a Termination pursuant to paragraphs (d) or (f) of this Section 4, such Termination shall not be deemed a Retirement and paragraph (b), Employee (d) or (f), as applicable, shall have no further rights to any compensation or any other benefits under this Agreementprevail and be given effect.
Appears in 1 contract
Termination by the Company Without Cause. Termination in connection with a Change of Control.”
(a) The Company may Board of Directors shall have the right to terminate Employee’s the employment of the Employee at any time without Cause for any reason. Effective as of the date that the employment of Employee terminates without Cause, effective this Agreement, except as set forth in this Section 5.02 and in Section 2.03 through 2.09, shall terminate and no further payments of the compensation described in Section 3 (except for such remaining payments of the Minimum Annual Compensation under Section 3.01 relating to periods during which Employee was employed by the Company and any Incentive Compensation as provided in Section 3.2 then earned as of such date of termination) shall be made to Employee. Additionally, upon such termination without Cause, the Company shall pay severance to the Employee in an amount equal to two times the Employee’s receipt then prevailing Minimum Annual Compensation (the “Severance Payment”). The Severance Payment shall be paid to the Employee by the Company in a lump-sum within thirty (30) days of written notice the date that the employment of such terminationthe Employee terminates without Cause. For twenty four (24) months following the date the employment of Employee terminates without Cause, the Company shall continue the Benefits that the Employee received immediately prior to the date of termination without Cause, or otherwise substantially Similar Benefits, at the cost of the Company.
(b) A termination of Employee in connection with a Change of Control or a material change in Employee’s position, job description or authority shall be deemed a termination of the employment of Employee without Cause under this Section 5.02.
(c) In the event Employee’s employment is terminated by without Cause, the Company without Cause shall redeem at fair market value, at the option of the Employee, up to twenty five percent (other 25%) of his vested common shares and any vested common stock options, provided that if the Company is legally incapable of such redemption, the Company shall issue the Employee a promissory note for any amount not legally capable of being redeemed for such fair market value with an interest at a rate per annum equal to the prevailing applicable federal rate on unpaid principal to be paid at such time as the Company shall become legally capable of such redemption, but in no event later than due to death or Disability), Employee shall be entitled to:
five (i5) the Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to years from the date of such termination, which amount termination of the employment of Employee. Fair market value shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with established by the Company’s regular payroll practicesindependent accountants.”
10. All other terms and conditions of the Employment Agreement shall remain in full force and effect. FAMILYMEDS, but commencing INC. By /s/ ▇▇▇▇▇ ▇▇▇▇▇ Its Sr. Vice President /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Employee’s Incentive Compensation shall be no more than 50% of Employee’s Minimum Annual Compensation to be determined by the Compensation Committee of the Board of Directors of the Company as follows: Seventy Five percent (75%) of the Employee’s Incentive Compensation shall be measured objectively on the first payroll date following the date that is sixty basis on increasing shareholder value, increasing Earnings Before Interest Taxes Depreciation Amortization (60“EBITDA”) days following the termination date, which first payment shall include payments relating and increasing Company revenues all to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under be determined based upon the Company’s health plans, it being understood attainment of milestones and agreed that projections as may be set from time to time by management and approved by the CompanyBoard of Directors. Twenty Five percent (25%) of Employee’s obligation to provide such continuation of benefits Incentive Compensation shall terminate prior be left to the expiration discretion of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition Compensation Committee of the Company’s providing Board of Directors. The Employee may recommend bonuses for key management to be considered by the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees Compensation Committee of the Company generally through a self-insured arrangement, and Employee qualifies Board of Directors. This AMENDMENT TO EMPLOYMENT AGREEMENT is made as a “highly compensated individual” (within the meaning of Section 105(h) of the Code)1st day of August, (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee 2002 between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ (the “Taxable CostEmployee”) and Familymeds, Inc. (the “Company”), andOn June 8, as such1998, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federaland the Company entered into an Employment Agreement and on June 30, state2000, local the Employee and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar monthCompany entered into an Amendment to Employment Agreement (collectively, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-UpAgreement”). In no event shall ) and the Tax Gross-Up be paid parties desire to Employee later than further amend the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except Agreement as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementherein.
Appears in 1 contract
Sources: Employment Agreement (Drugmax Inc)
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time without Cause, effective upon Employeeone hundred and eighty (180) days following the date of Executive’s receipt of written notice of such termination (the “Company Notice Period”); provided, however, that the Company and Executive may mutually agree to reduce the Company Notice Period. In the event that such notice is given by the Company, any intervening termination for any reason (other than a termination of Executive’s employment by the Company for Cause), including death or Disability, prior to the expiration of the Company Notice Period shall not alter the Company’s obligations under this Section 9.4. The Company may, in its sole and absolute discretion and by written notice, place Executive on garden leave during the Company Notice Period on the condition that the Company pays Executive the Monthly Salary and any other compensation and benefits to which Executive would have been entitled had the Executive not been placed on garden leave during the Company Notice Period (including but not limited to Annual Bonus and continued vesting of equity awards). If the Company and Executive mutually agree to reduce the Company Notice Period to less than one hundred and eighty (180) days, the Company may provide, in its sole and absolute discretion, that outstanding equity awards continue to vest for up to the one hundred and eighty (180)-day period following Executive’s receipt of written notice of termination. In the event Employeethat Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee Executive shall be entitled to:
(i) the 9.4.1 The Accrued Obligations; and, including the Severance Contribution;
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination9.4.2 The Severance Payment, which amount shall be paid in a lump sum on the sixtieth thirtieth (60th30th) day following after the termination date; and
(iii) continuation Date of payment Termination, other than those components of Base Salary during the Severance TermPayment required by Law to be paid earlier, payable which components shall be paid in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, requirements of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Termapplicable Law; provided, however, that as a condition the amount of the Company’s providing Severance Payment shall be reduced (but not below $0) by the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees amount of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the Severance Contribution;
9.4.3 Any portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service Sign-on his behalf) an amount equal to such taxes Cash Award that is unvested as Employee is required to pay as a result of the inclusion Date of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event Termination shall the Tax Gross-Up vest and be paid to Employee later than in a lump sum on the end thirtieth (30th) day after the Date of the taxable year following the taxable year Termination if not payable earlier in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under accordance with Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.3.1;
Appears in 1 contract
Sources: Employment Agreement (Teva Pharmaceutical Industries LTD)
Termination by the Company Without Cause. (a) The Company may shall have the right to terminate Employee’s employment with the Company pursuant to this Section 6.1 at any time without “Cause, effective upon Employee’s receipt ” (as defined in Section 6.2(a) below) by giving notice as described in Section 6.6 of written notice this Agreement. A termination pursuant to Section 6.5 below is not a termination without “Cause” for purposes of such termination. receiving the benefits described in this Section 6.1.
(b) In the event Employee’s employment is terminated without Cause, then provided that the Employee executes and does not revoke a separation agreement that includes a general release substantially in the form attached hereto as Exhibit A (the “Release”), and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be revoked by the Company without Cause (other than due Employee is referred to death or Disabilityas the “Release Date”), Employee shall be entitled tothen:
(i) the Accrued Obligations; and
Company shall pay to Employee (iiA) any unpaid STI Award in respect of any completed fiscal year that has ended prior an amount equal to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Employee’s then current Base Salary during for the Severance TermPeriod (as defined below), payable less applicable withholdings and deductions (the “Severance Payment”), in installments in accordance with the Company’s regular ordinary payroll practices, but practices commencing on the Company’s first regular payroll date following the date that is more than sixty (60) days following the termination dateSeparation Date (as defined below), which first payment and shall include payments relating to such initial be for any accrued Base Salary for the sixty (60) day period; andperiod plus the period from the sixtieth (60th) day until the regular payroll date, if applicable, and all salary continuation payments thereafter, if any, shall be made on the Company’s regular payroll dates and (B) any expense reimbursement amounts due with respect to periods prior to the date of termination.
(ivii) continuation, during if the Severance Term, of the health benefits provided to Employee timely elects continued coverage under COBRA for himself and his covered dependants dependents under the Company’s group health plansplans following such termination, it being understood then the Employee will be entitled to the following COBRA benefits (the “COBRA Benefits,” together with the Severance Payment, the “Severance Benefits”): the Company shall pay the COBRA premiums necessary to continue the Employee’s and agreed his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (x) a number of months following the termination date equal to the Severance Period (the “COBRA Severance Period”); (y) the date when the Employee becomes eligible for health insurance coverage in connection with new employment or self-employment; or (iii) the date the Employee ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the CompanyEmployee’s obligation behalf would result in a violation of applicable law (including but not limited to provide the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay the Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such continuation month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Employee’s payment of benefits shall terminate prior COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Employee of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company.
(c) Employee shall not receive the Severance Term Benefits pursuant to Section 6.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than sixty (60) days, and until the event that Release becomes effective and can no longer be revoked by Employee becomes eligible under its terms. Employee’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon his: returning all Company property; complying with his post-termination obligations under this Agreement and the Proprietary Information Agreement; and complying with the Release including without limitation any health non-disparagement and confidentiality provisions contained therein.
(d) The benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv)6.1 are in lieu of, and not in addition to, any benefits to which Employee shall receive an additional paymentmay otherwise be entitled under any Company severance plan, such that, after payment policy or program.
(e) The damages caused by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment without Cause would be difficult to ascertain; therefore, the severance for which Employee is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the Company without Causeparties as liquidated damages, except to serve as set forth in this Section 8(d)full compensation, Employee shall have no further rights to any compensation or any other benefits under and not a penalty.
(f) For purposes of this Agreement, “Severance Period” shall mean twelve (12) months.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time may also be terminated without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated Cause by the Company at any time. Upon Executive’s termination without Cause (other than due to death or Disability)by the Company, Employee shall be entitled tothe Company shall:
(i) Pay Executive the Accrued ObligationsCompensation (as defined in Section 5(a) herein); and
(ii) any unpaid STI Award Pay a “Severance Payment” (as defined hereinafter in respect this Section 5(b)). The amount of any completed fiscal year that has ended prior to the date of such termination, which amount “Severance Payment” shall be paid on the sixtieth (60th) day following the termination date; anddetermined as follows:
(iii) If termination occurs during the Initial Term, the Company shall provide Executive with severance compensation in the form of salary continuation of payment of at Executive’s Base Salary as of the termination date and ending the later of (i) six (6) months or (ii) on the expiration date of the Initial Term. The Company shall pay all amounts due under this Section 5(b)(iii) during the Severance Term, payable applicable severance period in accordance with the Company’s regular customary payroll practices;
(iv) If termination occurs after the Initial Term, but commencing on the first payroll date following Severance Payment shall be the date that is sixty amount equal to one half (601/2) days of Executive’s Base Salary as of the termination date. The Company shall pay all amounts due under this Section 5(b)(iv) in substantially equal monthly installments over the course of six (6) months following the termination date;
(v) If termination occurs during the Initial Term, reimbursement of Executive’s Medicare, Medicare Supplement and prescription drug coverage insurance premiums (which first payment shall include payments relating will be subject to such initial sixty taxes and applicable withholdings) for continuation of health coverage for eighteen (6018) day periodmonths post termination subject to Section 5(d) of this Agreement and Section 409A of the Internal Revenue Code (“Section 409A”);
(vi) Payment of the unpaid balance of the Deferred Bonus in accordance with Section 4(h)(iv) above; and
(ivvii) continuation, during the The Severance Term, of the health benefits provided Payment will be subject to Employee withholding for taxes and his covered dependants under the Company’s health plans, it being understood other applicable deductions. The Parties agree and agreed acknowledge that the Company’s obligation Executive will not be entitled to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, owed any other business compensation or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation not listed in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (5(b) under this Agreement or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee otherwise if he is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company terminated without Cause, except or, as set forth in this Section 8(d)below, Employee shall have no further rights to any compensation or any other benefits under this Agreementif he terminates for Good Reason.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time without Cause, effective upon EmployeeExecutive’s receipt of written notice of such termination. In the event EmployeeIf Executive’s employment is terminated by the Company without Cause (other than due to death or Disability)and Executive complies with Section 7(h) hereof, Employee Executive shall be entitled to:
(i) the The Accrued Obligations; andRights;
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior An amount equal to the date greater of such termination(x) the sum of the Executive’s Base Salary for the years remaining in his Term of Employment, which amount shall be paid on or (y) the sixtieth sum of (60thA) day following the termination date; andone year of Executive’s then current Base Salary and (B) one year of Executive’s Target Annual Bonus;
(iii) continuation Full and immediate accelerated vesting and immediate lapse of payment of Base Salary during restrictions on all shares associated with any equity awards previously granted including but not limited to the Severance TermRenewal Restricted Shares and the Renewal PSUs, payable and notwithstanding any provision in accordance with any such equity award agreement to the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; andcontrary;
(iv) continuation, during the Severance Term, Subject to Executive’s election of the health benefits provided to Employee and his covered dependants COBRA continuation coverage under the Company’s group health plansplan, it being understood and agreed that 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 provide such continuation of benefits shall cover the premium cost will terminate prior to if the expiration of the Severance Term in the event that Employee Executive becomes eligible to receive any health obtain benefits while employed by or providing service tounder a subsequent employer’s benefit plan, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of and
(v) At the Company’s providing the expense, continuation of health the benefits described herein, in Section 5(b) until the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding later or (A) one year from the forgoing, if such health benefits are provided to employees Date of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” Termination or (within the meaning of Section 105(hB) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year Term of Employment. The payments and benefits described in which such taxes are paid. Furthermoreclauses (ii), no continuation of coverage (iii), (iv), and (v) above shall be provided to the extent it results in adverse tax consequences to immediately terminate, and the Company under Section 4980D shall have no further obligations to Executive with respect thereto, if Executive materially breaches any provision of the CodeRestrictive Covenants contained in Appendix B attached hereto. Following such termination the Date of Employee’s employment by the Company without CauseTermination of Executive pursuant to this Section7 (d), except as set forth in this Section 8(d)7(d) and Section 14, Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Sources: Executive Employment Agreement (Bowman Consulting Group Ltd.)
Termination by the Company Without Cause. The Company Your employment may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is be terminated by the Company without Cause at any time upon written notice to you, which termination will be effective immediately or on such later date as specified in the written notice. In the event your employment is terminated without Cause, you shall receive the Accrued Amounts and, provided you sign a release and waiver of claims in favor of the Company and its Affiliates and their respective officers and directors, in a form provided by the Company (other than due to death or Disabilitythe “Release”), Employee and it becomes effective within thirty (30) days of the date of termination, you shall be entitled toreceive the following benefits:
(i) the Accrued Obligations; and
(ii) any Any earned but unpaid STI Award in annual bonus with respect of to any completed fiscal calendar year that has ended prior to immediately preceding the date of such termination, which amount shall be paid on the sixtieth applicable payment date;
(60thii) The Company shall pay you a salary continuance benefit (the “Salary Continuance Benefit”) in an amount equal to the product of (x) your Final Monthly Compensation times (y) 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. 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 termination date; andeffective 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) continuation 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 of Base Salary during not later than the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date 30th day following the effective date that is sixty (60of the Release, subject to compliance with Section 9(i) days following of this Agreement regarding the termination date, which first payment shall include payments relating to such initial sixty (60) day periodrequirements of Section 409A of the Code; and
(iv) continuationDuring the twelve (12) month period following the date of termination, during you shall provide the Severance TermCompany with at least ten (10) days written notice before the starting date of any employment, identifying the prospective employer and its affiliated companies and the job description, including a description of the health benefits provided to Employee and his covered dependants under proposed geographic market area associated with the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits new position. You shall terminate prior to the expiration notify in writing any new employer of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition existence of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as restrictive covenants set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under 7 of this Agreement.
Appears in 1 contract
Sources: Employment Agreement (American National Bankshares Inc.)
Termination by the Company Without Cause. (a) The Company may shall have the right to terminate EmployeeExecutive’s employment with the Company pursuant to this Section 6.1 at any time without Cause, effective upon Employee’s receipt Cause (as defined in Section 6.2(b) below) by giving notice as described in Section 6.8 of written notice of such terminationthis Agreement. In the event EmployeeExecutive’s employment is terminated without Cause, then provided that the Executive executes a general release in favor of the Company, in a form acceptable to the Company (the “Release”), and subject to Section 6.1(c) (the date that the Release becomes effective and may no longer be revoked by the Company without Cause (other than due Executive is referred to death or Disabilityas the “Release Date”), Employee shall be entitled to:
then: (i) the Accrued Obligations; and
(ii) any unpaid STI Award Company shall pay to Executive an amount equal to Executive’s then current annual Base Salary, equivalent to current 12 months total in respect of any completed fiscal year that has ended prior twelve installments equal to the date of then current monthly salary from the Release Date (such terminationapplicable period is referred to as the “Severance Period”), which amount shall be paid less applicable withholdings and deductions, on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Termdates; provided, however, that, not withstanding the above, the payment of any installment of severance that as a condition has not been paid under the schedule set forth above by March 15 of the calendar year immediately following the calendar year in which the Executive's employment is terminated shall be accelerated and paid to the Executive on March 15 of said year.
(b) (i) if Executive is participating in the Company’s providing group health insurance plans on the continuation effective date of health benefits described hereintermination, and Executive timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state insurance laws, the Company may require Employee shall pay that portion of Executive’s premiums that the Company was paying prior to elect continuation coverage the effective date of termination for the 12 month period after her termination of employment and (ii) the unvested portion of any stock options, and any restricted stock granted, to the Executive shall be subject to accelerated vesting as if Executive had continued be employed by the Company for the 12-month period after her termination of employment.
(c) Executive shall not receive any of the benefits pursuant to Section 6.1(b) unless she executes the Release within the consideration period specified therein and until the Release becomes effective and can no longer be revoked by Executive under COBRAits terms. Notwithstanding Executive’s ability to receive benefits pursuant to Section 6.1(b) is further conditioned upon her: returning all Company property; complying with her post termination obligations under this Agreement and the forgoing, if such health Proprietary Information Agreement; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein.
(d) The benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided Executive pursuant to this Section 8(d)(iv)6.1 are in lieu of, Employee shall receive an additional paymentand not in addition to, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid any benefits to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up which Executive may otherwise be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the entitled under any Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementseverance plan.
Appears in 1 contract
Termination by the Company Without Cause. The Other than in the event of a Change of Control, the Company may terminate Employeethis Agreement and the Executive’s employment at any time time, without Cause, effective upon Employeethe Company (a) providing the Executive with six (6) months’ Base Salary in lieu of notice (such actual period the “Severance Period”); (b) a pro-rata portion of the Annual Cash Bonus based on the Active Work Time up to the Termination Date; (c) subject to the approval of the Board of Directors, to extend the expiry up to twelve (12) months from the Termination Date of options that vest based on the achievement of certain Company milestones and (d) continuing to pay the premiums required to maintain the Executive’s receipt of written notice of such terminationparticipation in the benefits plans in which Executive then participates for the minimum period required by applicable law and providing any other minimum amounts, if any, to which the Executive may be entitled pursuant to applicable law. In Notwithstanding the foregoing, in the event Employee’s employment the Executive is terminated by the Company, without cause, following the resignation, termination or replacement of the current Chief Executive Officer of the Company, the Company without Cause shall provide the Executive with: (a) nine (9) months’ Base Salary in lieu of notice plus one (1) month’s pay in lieu of notice for each completed year of service following the Start Date to a total maximum of eighteen (18) months (such actual period the “CEO Change Severance Period”); (b) allowing for the immediate vesting of all unvested RSUs that would have vested during the twelve (12) month period following the Termination Date; (c)subject to the approval of the Board of Directors, to extend the expiry up to twelve (12) months from the Termination Date of options that vest based on the achievement of certain Company milestones; (d) pro-rata payment of the Annual Cash Bonus based on the Active Work Time up to the Termination Date and (e) continuing to pay the premiums required to maintain the Executive’s participation in the benefits plans in which he then participates for the minimum period required by law. The Executive acknowledges that the foregoing amounts are fair and reasonable and shall constitute the Executive’s entire entitlement to notice of termination or pay in lieu of notice and severance pay (if applicable) under any applicable statute, the common law and/or contract. No further notice or payment of any kind whatsoever will be required with the exception of any outstanding wages, vacation pay or any other than due minimum amounts, if any, to death or Disability), Employee shall which the Executive may be entitled to:
(i) pursuant to applicable law. For absolute clarity, in no event will the Accrued Obligations; and
(ii) any unpaid STI Award Executive receive less notice of termination, pay in respect lieu of any completed fiscal year that has ended prior notice or a combination of notice and pay in lieu of notice, severance pay, benefit coverage, or vacation pay than Executive’s entitlements under applicable law. The payments and benefits provided for in Sections 7.1 or 7.2 are conditioned on Executive or, in the event of Executive’s death, his estate, executing and delivering to the date Company a separation agreement that, to the Company’s satisfaction, includes a full release of such terminationall claims that Executive, which amount shall be paid Executive’s heirs and assigns may have against the Company, its affiliates and subsidiaries and each of their respective directors, officers, employees and agents (the “Release”). The Release must become enforceable and irrevocable on the sixtieth or before ninetieth (60th90th) day following the termination date; and
(iii) continuation of payment of Base Salary during Termination Date. If the Severance Term90-day period spans two tax years, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term this Section 7 will be made in the event that Employee becomes eligible second tax year. If Executive (or Executive’s estate) fails to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during execute without revocation the Severance Term; provided, however, that as a condition Release (through no fault of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall Executive will be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid entitled to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In Accrued Obligations only and no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.Sections 7.1 or 7.2.
Appears in 1 contract
Sources: Executive Employment Agreement (TMC the Metals Co Inc.)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In If the event EmployeeExecutive’s employment is terminated by the Company without Cause (other than due to death or Disabilityas provided in Section 4(d), Employee shall be entitled to:
then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. If (i) the Accrued Obligations; and
Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), (ii) any unpaid STI Award the Executive signs a general release of claims in respect of any completed fiscal year that has ended prior a form and manner satisfactory to the date Company (the “Release”) within 21 days of the receipt of the Release and does not revoke such terminationRelease during the seven-day revocation period, which and (iii) the Executive complies with the Employee Patent, Confidential Information and Non-Compete Agreement dated January xx, 2010 between the Executive and the Company (the “Confidentiality Agreement”),
(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 on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable out in accordance with the Company’s regular payroll practices, but commencing a lump sum on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, if 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 that is sixty (60) days following Date of Termination; and any unvested stock options, restricted stock or other stock-based equity award will be immediately forfeited upon the termination date, which first payment shall include payments relating to such initial sixty (60) day period; andDate of Termination.
(ivC) continuationSubject to the Executive’s copayment of premium amounts at the active employees’ rate, during the Severance Term, of the health benefits provided Executive may continue to Employee and his covered dependants under participate in the Company’s health plansgroup health, it being understood dental, vision and agreed that life insurance program for twelve (12) months following the Company’s obligation to Date of Termination , and the Company shall provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described hereinafter this 12-month period pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, the Company may require Employee to elect continuation coverage under as amended (“COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, such benefits to be determined as such, Employeethough the Executive’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than terminated at the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement12-month period.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate If Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment hereunder is terminated by the Company without Cause (other than and not due to Employee’s death or Disability)Disability or due to the issuance of a notice of non-renewal by the Company pursuant to Section 2.1) pursuant to Section 2.2(c) above, and such termination does not occur within a Corporate Change Period, then all compensation and all benefits to Employee hereunder shall be entitled to:terminate contemporaneously with the effective date of the termination of his employment, except that the Company shall pay to Employee that portion of Employee’s Base Salary accrued through the date on which Employee’s employment terminated and all benefits payable under the governing provisions of any benefit plan or program of the Company in which Employee participated. In addition, subject to Section 5.7 below, the Company shall provide Employee: 8
(ia) an amount equal to 80% of Base Salary, multiplied by a fraction, the Accrued Obligations; and
(ii) any unpaid STI Award numerator of which is the number of days Employee was employed by the Company in respect the calendar year of any completed fiscal year that has ended prior to Employee’s termination, and the date denominator of such terminationwhich is 365, which amount shall be paid on the sixtieth later of the first business day after the Release is no longer revocable or the payment date that an Annual Bonus for the year of termination otherwise would have been payable pursuant to Section 3.2 above had Employee’s employment not terminated (60th) day following provided, that, in no event shall such payment occur later than the termination date; anddate necessary to qualify such payment as a “short-term deferral” within the meaning of Treas. Reg. § 1.409A-1(b)(4));
(iiib) continuation of continued payment of Employee’s monthly Base Salary during the Severance TermSalary, payable in accordance with the Company’s regular payroll practicesarrears, but commencing on the first payroll date for a period of 18 months following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Termtermination; provided, however, that as a condition of the first such payment shall be made on the Company’s providing first regular payroll date that comes after the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee Release is no longer revocable (the “Taxable CostFirst Payment Date”), and, as such, Employee’s W-2 ) and shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation periodall payments, and (2) on the last payroll date of each calendar month during which any health benefits are provided if any, without interest, that would have otherwise been made pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by 5.4(b) between the Employee date of all federal, state, local Employee’s termination of employment and employment taxes imposed the First Payment Date; and
(c) for that period beginning on Employee as a result the date of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by and for so long during the 18-month period following the date of termination that Employee remains eligible to receive, and elects to receive, continuation of coverage under a Company group health plan under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company without Causeshall provide reimbursement of the premiums paid by Employee, except as set forth if any, for such continuation coverage; provided, however, that to receive such reimbursement, Employee must not be eligible to receive health insurance benefits under any other employer’s group health plan and Employee must provide Company with documentation evidencing his payment of the applicable premiums within thirty (30) days of their payment. The Company’s payments of COBRA reimbursements shall be made within thirty (30) days of its receipt of such documentation; provided, however, the Company will provide the first COBRA reimbursement referenced in this Section 8(d)5.4(c) after the Release has been executed by Employee and become irrevocable, Employee and the first such reimbursement payment shall include all payments, without interest, that otherwise would have no further rights been made pursuant to any compensation or any other benefits under this AgreementSection 5.4(c) between the date of Employee’s termination of employment and the date that the Release became irrevocable.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without CauseCause including in the event of appointment of a permanent President and CEO, effective upon nine (9) months following the date of Employee’s receipt of written notice of such terminationtermination (in this Section, the “Notice Period”). In the event that such notice is given by the Company, any intervening termination for any reason (other than a termination of Employee’s employment by the Company for Cause) including death or Disability shall not alter the Company’s obligations under this Section 10.4. The Company may, in its sole and absolute discretion and by written notice, waive the services of Employee during the Notice Period or in respect of any part of such period, and thus accelerate termination of employee-employer relationship (such accelerated date shall constitute the Date of Termination), all on condition that the Company pay Employee the Monthly Salary and all additional compensation and benefits to which Employee is entitled in respect of the Notice Period without regard to any such Company waiver (which shall be paid in one lump sum on the next regular payment date immediately following the Date of Termination (subject to Section 10.7), other than the Monthly Salary required to be paid pursuant to the Law, which shall be paid in accordance with the requirements of the Law (which payment shall not be subject to Section 10.7)). In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) the 10.4.1 The Accrued Obligations; and;
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination10.4.2 The Severance Payment, which amount shall be paid in a lump sum on the sixtieth next regular payroll date immediately following the seventy fifth (60th75°i) day following after the termination date; and
Date of Termination (iii) continuation subject to Section 10.7), other than those components of payment of Base Salary during the Severance TermPayment required by Law to be paid earlier, payable which components shall be paid in accordance with the Company’s regular payroll practices, but commencing on requirements of the first payroll date following the date that is sixty Law (60) days following the termination date, which first payment shall include payments relating not be subject to such initial sixty Section 10.7);
10.4.3 The Equity Benefits (60) day periodsubject to Section 10.7); and
10.4.4 If the Employee’s employment is terminated by the Company without Cause (ivor by Employee with Good Reason), one year or less following a merger of the Company with another entity pursuant to which merger the Company is not the surviving entity, and as a result of such merger, Employee shall be entitled to the Change of Control Amount, which shall he paid in a lump sum on the next regular payroll date immediately following the seventy fifth (75th) continuationday after the Date of Termination (subject to Section 10.7). Notwithstanding the foregoing, during the payments and benefits described in this Section 10.4 (other than the components of the Accrued Obligations and the Severance TermPayment required to be paid pursuant to the Law) shall immediately terminate, of and the health benefits provided Company shall have no further obligations to Employee and his covered dependants under the Company’s health planswith respect thereto, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive breaches any health benefits while employed by provision of Sections 12, 13, 14 or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code15 hereof. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d)10.4, Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt or the payments and benefits specified in Sections 10.4.1 through 10.4.3, or Sections 10.4.1 through 10.4.4, as applicable.
Appears in 1 contract
Sources: Employment Agreement (Teva Pharmaceutical Industries LTD)
Termination by the Company Without Cause. The Company may shall have the right to terminate EmployeeExecutive’s employment at any time without Cause, effective upon Employee’s receipt of Cause by giving Executive not less than sixty (60) days’ prior written notice and in such event, the Company shall pay Executive (i) any earned and accrued but unpaid installments of base salary and benefits due to Executive under Section 4 above (including, without limitation, unreimbursed expenses due under Section 4) through the date of termination and (ii) subject to the provisions of Sections 14 and 26 below, an amount equal to Executive’s Base Salary (as determined on the date of termination) that would be payable for the remaining months in the Employment Period to be paid pursuant to the Company’s standard payroll practices over the remaining term of the Employment Period, less applicable taxes and deductions. In addition, in the event that this Agreement is terminated pursuant to the provisions of this Section 5(b), then the Company, in its sole discretion, shall either elect (x) by providing written notice to Executive within ten (10) business days of the last day of the calendar month in which the effective date of such termination. In termination occurs, that the event Employee’s employment is terminated by the Company without Cause provisions of Section 8(a) (other than due the provisions of Section 8(a)(i)(B) relating to death competing for or Disabilitysoliciting Business from any customer of the Company, the DMV Portfolio or the TCV Entities and Section 8(a)(i)(C) relating to the use of Confidential Information of the Company, the DMV Portfolio or the TCV Entities) shall expire on the effective date of such termination pursuant to this Section 5(b); or (y) subject to the provisions of Sections 14 and 26 below, Employee shall within ten (10) business days of the last day of the calendar month in which the effective date of such termination occurs, pay Executive an amount equal to the Severance Amount (as defined in Exhibit F). The Company acknowledges Executive’s preference to be entitled to:
(i) paid the Accrued Obligations; and
(ii) any unpaid STI Award in respect Severance Amount. The disposition of any completed fiscal year that has ended PBRSUs and TBRSUs awarded to Executive prior to the date of such termination, which amount termination shall be paid as set forth on the sixtieth (60thExhibit D. For purposes of Section 5(b) day following the termination date; and
(iiiand 5(f) continuation of payment of Base Salary only, a “customer” shall mean any person or entity that is or was at any time during the Severance TermEmployment Period a current, payable in accordance past, prospective or targeted customer of the Company, the DMV Portfolio or the TCV Entities; provided, that a customer shall not include any natural person or any person or entity that placed or contemplated placing a classified advertisement with the Company’s regular payroll practices, but commencing on the first payroll date following DMV Portfolio or the date that is sixty TCV Entities. Within fifteen (6015) business days following of the last day of the calendar month in which the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described hereinoccurs, the Company may require Employee shall deliver to elect continuation coverage under COBRA. Notwithstanding the forgoing, if Executive a list of all such health benefits are provided to employees customers as of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) effective date of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of EmployeeExecutive’s employment by with the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this AgreementCompany.
Appears in 1 contract
Termination by the Company Without Cause. Termination by the ------------------------------------------------------------ Executive for Good Reason. -------------------------
(a) The Company may terminate Employee’s the Executive's employment at any time without Causefor any reason or no reason, effective upon Employee’s receipt subject to the approval of written notice of such terminationthe Board. In the event Employee’s employment is terminated by If the Company without Cause (other than due to death terminates the Executive's employment and the termination is not covered by Section 4 or Disability)5.1 or the Executive terminates service for "Good Reason", Employee shall be entitled to:
(i) the Accrued ObligationsExecutive shall receive (w) Annual Salary and other benefits earned under this Agreement but unpaid prior to the termination of the Executive's employment, (x) a pro-rata payment in respect of target bonus accrued through the termination of the Executive's employment, (y) payment in respect of accrued but unused vacation time prior to the termination of the Executive's employment and (z) reimbursement for expenses properly incurred prior to the termination of the Executive's employment; and
(ii) any unpaid STI Award the Executive shall continue to receive payment of 100% of Annual Salary (as in respect of any completed fiscal year that has ended prior to the date of effect immediately before such termination, which amount ) and shall be paid on the sixtieth (60th) day receive reimbursement for his COBRA premiums with respect to medical and dental benefits for one year following the termination dateof the Executive's employment; and
and (iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder; provided that the Company's obligations with respect -------- to the payments and benefits provided for in this Section 5.2(a) are conditioned upon the Executive's execution of a Separation Agreement and General Release in the standard form then used by the Company. In addition, upon a termination of the Executive's employment without Cause or the Executive terminates employment for Good Reason, the Executive shall receive payment, at the time awards under the MRP are otherwise paid, of 100% of the MRP award, to the extent not previously paid. It is expressly understood and agreed that any payment made pursuant to this Section 5.2(a) shall be in lieu of any other payments that may otherwise be due to the Executive under any severance or separation agreement, plan, program or policy of the Company.
(b) For purposes of this Agreement, "Good Reason" shall mean (i) a material reduction in the Executive's duties and responsibilities that occurs following the Effective Time (provided that reductions in duties and responsibilities that result from the Company no longer being a public reporting company under the Securities Exchange Act of 1934, shall not constitute, by itself, a material reduction in the Executive's duties and responsibilities), (ii) a material breach by the Company of the terms and provisions of this Agreement, which breach is not cured within 30 days after written notice thereof is provided by the Executive, (iii) the relocation of the Executive's principal place of business, without the consent of the Executive, by more than 35 miles from the Company's Los Gatos, California facility, (iv) a reduction in the Annual Salary, compensation or aggregate level of benefits provided to the Executive, (v) the failure of the Company to pay compensation and benefits when due, which is not cured promptly after demand for payment by the Executive or (vi) failure of a successor to the Company to assume its obligations under the Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s Resignation by the Executive for Good Reason; Non-Renewal by the Company. If the Executive's employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is shall be terminated by the Company without Cause (other than due during the Employment Period or if the Executive resigns for Good Reason, or if the Company elects not to death or Disability)extend the term of this Agreement pursuant to Section 1, Employee shall be entitled tothen:
(i) the Company shall make a lump sum cash payment to Executive equal to the sum of (x) the Executive's Annual Base Salary through the Termination Date to the extent not theretofore paid, (y) any Annual Bonus paid or payable, including previously deferred amounts, in respect of the most recently completed fiscal year of the Company to the extent such amount is determinable and not theretofore paid, together with any previously deferred amounts, and (z) any vacation pay accrued by the Executive through the Termination Date (the sum of the amounts described in clauses (x), (y) and (z) shall be hereinafter referred to as the "Accrued Obligations; and"). In the event the Executive's Annual Bonus for the most recently completed fiscal year of the Company is not determinable on the Termination Date, such Annual Bonus shall (subject to any deferral election made by the Executive) be paid to Executive in a lump sum, in cash, as soon as administratively feasible after the date the amount of such Annual Bonus is determined and in any event prior to the expiration of the three month period referenced in Section 2(b)(ii). Any other amounts payable pursuant to this Section 3(a)(i) shall be paid as soon as administratively feasible following the Termination Date;
(ii) any unpaid STI Award the Company shall pay to the Executive in equal installments, made at least monthly, over the twenty-four (24) months following the Date of Termination, an aggregate amount equal to two (2) times the Executive's Annual Base Salary in effect on the Termination Date and two (2) times the target Annual Bonus with respect of any completed to the Company's fiscal year that has ended prior to in which the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; andTermination Date occurs;
(iii) continuation except with respect to the Retention Restricted Stock Right Award and except to the extent that provisions that are more favorable to the Executive are contained in Executive's option and other equity award agreements, all options and any other unvested equity based awards (including, without limitation, restricted stock) that are granted to the Executive after the Effective Date and that are scheduled to vest on or before the second anniversary of payment of Base Salary during the Severance Term, payable Termination Date shall vest in accordance with the Company’s regular payroll practices, but commencing their entirety on the first payroll Termination Date and (2) any options that are granted to the Executive after the Effective Date which are vested on the Termination Date or vest pursuant to this Subsection (iii) may be exercised until the earlier of (x) the second anniversary of the Termination Date and (y) the expiration date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to of such initial sixty (60) day periodoptions; and
(iv) continuation, during the Severance Term, of Company shall provide the health benefits provided to Employee Executive and his covered dependants dependents with group healthcare benefits under the Company’s health plans, it being understood and agreed 's group healthcare plans for a period ending on the earlier of twenty-four (24) months after the Termination Date or the date that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee Executive becomes eligible to receive participate in group healthcare plans of any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRAsuccessor employer. Notwithstanding the forgoingforegoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” Subsections (within the meaning of Section 105(h) of the Codeii), (1iii) such continuation and (iv) of benefits this Section 3(a) shall be provided on a fully taxable basis, based on 100% of null and void and the monthly premium cost of participation in Company shall have no obligations thereunder unless the self-insured plan less any portion required to be paid by Employee (Executive shall have timely executed and delivered the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant Release attached to this Agreement as Exhibit A within ten (10) days after the Company's request therefor as described below and the seven (7) day rescission period referenced in Section 8(d)(iv), Employee 1(c) thereof shall receive an additional payment, such that, after payment by have expired without the Employee Executive having sent a notice of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (revocation or has had paid rescission to the Internal Revenue Service on his behalfCompany, at which point any accrued amounts ("Termination Payments") an amount equal to which are then payable under such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event subsections shall the Tax Gross-Up be paid to Employee later than Executive as soon as administratively feasible. The Company agrees to deliver to the end Executive a written request for the execution and delivery of the taxable year following Release on or within five (5) days before or after the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this AgreementTermination Date.
Appears in 1 contract
Sources: Retention Agreement (Efunds Corp)
Termination by the Company Without Cause. The Company shall have the right, at any time, to terminate the Employee’s employment with the Company without Cause by giving written notice to the Employee, which termination shall be effective thirty (30) calendar days from the date of such written notice. The Company may terminate provide thirty (30) days’ pay in lieu of notice if the discharge occurs immediately upon notice. If the Company terminates the Employee’s employment at any time without Cause, the Company’s obligation to the Employee shall be limited solely to (i) unpaid base salary accrued up to the effective upon 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; and (ii) if the Employee has been employed by the Company for a period of at least twelve (12) months prior to the effective date of termination (and only in such event), then severance in an amount equal to the Employee’s then-current base salary for a period of twelve (12) months. The Employee’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 the Employee and the Company. As a condition to the Employee’s receipt of written notice the post-employment payments and benefits under this Section 2(b) (other than the payments described in clause (i) of the second sentence of this paragraph), the Employee must be in compliance with Section 1 of this Agreement, and must, on or before the 30th day following the effective date of termination, deliver to the Company an irrevocable general release of claims agreement in favor of the Company and related entities and individuals in such form as may be prescribed by the Company. The amount described in clause (i) of the second sentence of this paragraph shall be paid to the Employee as soon as reasonably practicable but in no event later than the Company’s next regularly scheduled payroll date following the effective date of termination, and the post-employment severance described in clause (ii) of the second sentence of this paragraph shall be paid in installments according to the Company’s normal payroll schedule, with the first payment to the Employee to be made on the next scheduled payroll date that occurs after the 30th day following the effective date of termination; provided, however, that the first such installment shall be in an amount equal to all amounts that otherwise would have been paid pursuant to normal payroll practices during the 30 days following the effective date of termination. In For the avoidance of doubt, no payment or benefit shall ever be due to the Employee under clause (ii) of the second sentence of this paragraph unless the Employee has delivered the irrevocable general release of claims agreement described above on or before the 30th day following the effective date of termination. The Employee shall have no duty to mitigate damages under this Section 2(b) during the applicable severance period and, in the event the Employee shall subsequently receive income from providing the Employee’s services to any person or entity, including self-employment income, or otherwise, 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 2(b) shall not apply if the Employee’s employment is terminated by the Company or a succeeding entity without Cause (other than due to death upon or Disability), Employee shall be entitled to:
(i) the Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), one (1) such continuation year of benefits shall be provided on a fully taxable basis, based on 100% Change of the monthly premium cost Control as described in Section 3 of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”)Agreement. In no event such case, Section 3 of this Agreement shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementcontrol.
Appears in 1 contract
Sources: Severance and Non Competition Agreement (Broadwind, Inc.)
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment under this Agreement may be terminated by the Company at any time without “Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated ” (as defined in Section 6(b)) by the Company upon sixty (60) days’ prior written notice to 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 (Cause. Upon any such termination of the Executive’s employment, all obligations of the Company under this Agreement shall thereupon immediately terminate other than due any obligations with respect to death or Disability)earned but unpaid Base Salary and bonus under Section 4. In addition, Employee subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company, including a mutual obligation of non-disparagement, and the lapse of any statutory revocation period, the Company shall be entitled to:
continue to pay the Executive his Base Salary at the rate then in effect pursuant to Section 4(a) for a period of twelve (i12) months from the Accrued Obligations; and
(ii) any unpaid STI Award 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 any completed fiscal the immediately preceding year that has ended prior pursuant to the date of such termination, which amount shall be paid on the sixtieth (60thSection 4(b) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance beginning with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty begins thirty (6030) days following after the termination dateDate of Termination. For purposes of Section 409A of the Internal Revenue Code of 1986, which first as amended (the “Code”), each monthly payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits be considered a separate payment. The Company shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on also pay 100% of the monthly premium cost costs to provide up to twelve (12) months of participation outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the executive had in place at the self-insured plan less any portion required to time of termination for a period of twelve (12) months from the Date of Termination. The twelve months shall be paid by Employee (considered the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value first twelve months of the Taxable Cost for each executive’s (18) month during the applicable benefit continuation COBRA eligibility period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result . Upon completion of the inclusion of twelve months, the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee executive shall have no (6) further rights months of COBRA eligibility for which he will have sole responsibility for making appropriate premium payments in order to any compensation or any other benefits continue coverage that he is eligible for under this AgreementCOBRA provisions.
Appears in 1 contract
Sources: Employment Agreement (Albany Molecular Research Inc)
Termination by the Company Without Cause. The Company may terminate Employeethe Executive’s employment without Cause at any time without Cause, effective upon Employee’s receipt by delivery of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:a termination notice.
(i) If the Accrued ObligationsCompany terminates the Executive’s employment without Cause during the Term, then any RSUs then unvested shall immediately vest and the Company shall: (A) pay the Executive’s Base Salary through the Termination Date; and(B) continue to pay the Executive Base Salary, and reimburse LTD premiums, for twelve (12) months after the Termination Date; (C) pay any Bonus earned for the Bonus Year prior to the year in which the termination occurs which has not been paid as of the Termination Date; (D) pay a Bonus for the Bonus Year in which the termination occurs, to the extent that the Executive and the Company achieve the goals and targets for such Bonus Year as determined by the CEO pursuant to Paragraph 6, provided that any such Bonus (I) shall be pro-rated based on the period of time the Executive worked for the Company in the Bonus Year, and (II) shall be paid at the time provided in Paragraph 6; and (E) for twelve (12) months after the Termination Date, (x) continue medical and dental insurance coverage (to the extent permitted by applicable group insurance contracts), pay the Executive’s COBRA premium costs (provided that the Executive timely elects COBRA coverage), or (z) continue to reimburse Executive for premium payments as provided in Paragraph 8(a).
(ii) If the Company terminates the Executive’s employment without Cause after the expiration of the Term, then the Company shall: (A) pay the Executive’s Base Salary through the Termination Date; (B) continue to pay the Executive Base Salary for six (6) months after the Termination Date; (C) pay any unpaid STI Award in respect of any completed fiscal year that has ended Bonus earned for the Bonus Year prior to the year in which the termination occurs which has not been paid as of the Termination Date; (D) for six (6) months after the Termination Date, (x) continue medical and dental insurance coverage (to the extent permitted by applicable group insurance contracts), (y) pay the Executive’s COBRA premium costs (provided that the Executive timely elects COBRA coverage), or (z) continue to reimburse Executive for premium payments as provided in Paragraph 8(a); and (E) if the termination occurs in October, November or December 2015, pay a pro-rata Bonus for 2015, based on the fraction of the year worked by the Executive in 2015 and the percentage of each goal achieved through the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and.
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health Any benefits provided and payments made pursuant to Employee Paragraph 9(f) or 9(g) shall be due at such time as they would have been provided or paid had Executive’s employment continued under this Agreement (except for RSUs that shall immediately vest), and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service toof Executive’s death, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementestate.
Appears in 1 contract
Sources: Employment Agreement (Corporate Resource Services, Inc.)
Termination by the Company Without Cause. The (a) Upon written notice to the Executive from the Board or an appropriate officer of the Company designated by the Board, the Company may terminate Employeethe Executive’s employment and his performance of service as a member of the Board at any time without Cause, effective upon Employee’s receipt of written notice of such termination. .
(b) In the event Employeeof a termination of the Executive’s employment is terminated by and his performance of service as a member of the Company without Cause (other than due Board pursuant to death or Disability), Employee shall be entitled to:
Section 6.5(a): (i) the Accrued ObligationsCompany will pay to Executive any earned but unpaid Base Salary through the date of such termination; and
(ii) any unpaid STI Award the Company will reimburse the Executive’s unreimbursed business expenses pursuant to Section 4.3 for all expenses incurred in respect the performance of any completed fiscal year that has ended his duties prior to the date of such termination; (iii) the Company will pay to Executive any earned and accrued but unpaid Annual Bonus as of the date of such termination; (iv) commencing on the day immediately following the date of such termination, the Company will continue to pay to the Executive his then current Base Salary for the twelve (12) month period following such date of termination without Cause; provided, however, that if Executive is terminated without Cause during the period commencing on the thirtieth (30th) day immediately preceding a Change in Control (as defined below) and ending on the first anniversary date of a Change in Control, the Company will (i) continue to pay to Executive his then current Base Salary for the twenty-four (24) month period following such date of termination, which amount shall be paid on as a lump sum within thirty (30) days after the sixtieth (60th) day following date of termination, or, at the termination date; and
(iii) continuation of payment of Base Salary during the Severance TermCompany’s election, payable in accordance with the Company’s regular payroll practices, but commencing on practices in effect from time-to-time and (ii) pay to Executive a bonus equal to two times the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, highest Annual Bonus received by Executive during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition three most recently completed fiscal years of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies Except as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as specifically set forth in this Section 8(d)6.5, Employee the Company shall have no further rights to any compensation other liability or obligation hereunder by reason of such termination.
(c) Notwithstanding any other benefits provision in this Agreement to the contrary, Executive hereby agrees and acknowledges that he will not be entitled to and the Company shall have no obligation to pay or provide any amount or benefit provided under Section 6.5 of this AgreementAgreement unless Executive executes and delivers to the Company and does not revoke a release satisfactory to the Company in a manner consistent with the requirements of the Age Discrimination in Employment Act.
Appears in 1 contract
Sources: Executive Employment Agreement (Valera Pharmaceuticals Inc)
Termination by the Company Without Cause. 8.5.1 The Company may employment of Officer shall terminate Employee’s employment at any time without Cause, effective immediately upon Employee’s receipt delivery to Officer of written notice of such terminationtermination by the Company, which shall be deemed to be "without cause" unless termination is expressly stated to be pursuant to Sections 8.1 or 8.2.
8.5.2 Upon termination of this Officer's employment pursuant to this Section 8.5, the Company shall pay to Officer, on the Termination Date, a lump sum payment of an amount equal to (x) all accrued and unpaid salary and other compensation payable to Officer by the Company and all accrued and unused vacation and sick pay payable to Officer by the Company with respect to services rendered by Officer to the Company through the Termination Date, and (y) the amount Officer would have earned as Base Salary during the remaining scheduled Term of the Amended Agreement (computed without regard to the termination of the Amended Agreement pursuant to this Section 8.5), plus an amount equal to five times (i) in the event no previous bonus has been paid or is payable pursuant to this Amended Agreement, 20% of Officer's Base Salary, or (ii) in the event at least one bonus has been paid or is payable to Officer, the greater of (a) the last annual bonus paid or payable to Officer pursuant to this Amended Agreement; and (b) the average annual bonus based on all annual bonuses paid or payable to Officer pursuant to this Amended Agreement. In addition to the event Employee’s employment is terminated foregoing, and notwithstanding the provisions of any other agreement to the contrary, (x) all options to purchase the Common Stock of the Company which have been granted to Officer shall become immediately exercisable on the Termination Date and, notwithstanding any other agreement to the contrary, shall remain exercisable for the full term of each such option, (y) the Company shall continue to provide to Officer all other benefits that would otherwise be payable to Officer pursuant to Sections 4.4.2, 4.4.3 and 4.4.4 hereof for the remaining scheduled Term of the Amended Agreement (computed without regard to the termination of the Amended Agreement pursuant to this Section 8.5), and (z) the Company shall continue to provide to Officer all other benefits that would otherwise be payable to Officer pursuant to Section 4.4.5 hereof for a period of two years after such termination by the Company without Cause cause (other than due to death or Disability), Employee shall be entitled to:
(i) the Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior computed without regard to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided Amended Agreement pursuant to this Section 8(d)(iv8.5), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time by action of a majority of the entire membership of its Board of Directors terminate the Executive's employment without Cause, effective upon Employee’s receipt of written Cause (as defined below) by giving the Executive notice of the effective date of termination (which effective date may be the date of such terminationnotice) (the "Date of Termination"). In A voluntary termination by the event Employee’s employment is terminated Executive within sixty (60) days after the Company has reduced his status, materially reduced his responsibilities or materially reduced his salary in a manner not applied to all executive officers of the Company (a "Deemed Termination Event") will be deemed to be termination by the Company without Cause Cause. The Executive will provide ten (other than due 10) days prior written notice to death the Company of any such voluntary termination by reason of a Deemed Termination Event, and during such 10-day period the Company shall have an opportunity to cure the Deemed Termination Event. If a cure is effected within such 10-day period, the provisions of this Section 5(b) shall no longer be applicable with respect to the Event so cured. If the Company shall terminate (or Disability), Employee shall be entitled todeemed to have terminated) the Executive without Cause hereunder, any unvested options granted hereunder shall be immediately forfeited, and the Company shall have the obligation to pay the Executive the following:
(i) Through the Accrued Obligations; andDate of Termination, the Company shall pay the Executive his full base salary at his then current annual rate of pay, and continue the benefits in effect at the time notice of termination is given.
(ii) any unpaid STI Award in respect The Company shall pay the Executive, as a severance payment, an amount equal to (a) 150% of any completed fiscal year that has ended prior to his then current annual base salary plus (b) the date maximum cash portion of such terminationthe Executive's Annual Performance Bonus under Section 4(b) hereof, one-half of which aggregate amount shall be paid payable in a lump sum (less required withholding) on or about the sixtieth (60th) day Date of Termination, and the balance of which shall be payable in equal installments during the 18 months following the Date of Termination at such times as salary payments would normally have been made hereunder if a termination date; andunder this section had not occurred.
(iii) continuation The Company shall pay the amount required under Section 4(d) hereof on account of payment of Base Salary during the Severance Term"split dollar" insurance policy referenced therein, payable if that policy is in accordance with the Company’s regular payroll practices, but commencing effect on the first payroll date following the date that is sixty (60Date of Termination. Anything in this Section 5(b) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term contrary notwithstanding, in the event that Employee becomes eligible to receive the Executive breaches any health benefits while employed by of the representations, warranties and covenants set forth in Section 6, or providing service toin the Noncompetition, Nondisclosure and Inventions Agreement referenced therein (the "Nondisclosure and Inventions Agreement") in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described hereinmaterial respect, the Company will have no further obligation to make payments under this subsection (b) following knowledge of such breach and may require Employee to elect continuation coverage under COBRApursue all other available remedies. Notwithstanding In the forgoing, if such health benefits are provided to employees of event that the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less fail to make any portion payment required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation periodmade under Section 5(b) hereof, and such failure is not cured within thirty (230) on days after receipt of written notice thereof from the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv)Executive, Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall Executive will have no further rights to any compensation or any other benefits obligation under this Sections 1 and 4 of the Nondisclosure and Inventions Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In If the event Employee’s employment Employment Period is terminated by the Company without Cause (other than due to death or Disability)Cause, Employee then Executive shall be entitled toto receive:
(i) Executive’s earned and unpaid Base Salary through the Accrued ObligationsTermination Date;
(ii) an amount equal to four (4) months of Executive’s then current Base Salary (but not as an employee), as a special severance payment, payable pro rata over the four (4)-month period following the Termination Date (such period, the “Severance Period”) in regular installments in accordance with the Company’s general payroll practices as in effect on the Termination Date, but in no event less frequently than monthly;
(iii) any Annual Performance Bonus for which the performance period has been completed and an Annual Performance Bonus has been earned but not yet paid as of the Termination Date (payable at the same time such Annual Performance Bonus would have been paid pursuant to Section 3(c)); and
(iiiv) reimbursement of COBRA premiums for Executive and his eligible dependents each month during the Severance Period. Notwithstanding the foregoing, Executive shall not be entitled to receive any unpaid STI Award payments pursuant to Section 4(b)(ii), Section 4(b)(iii) or Section 4(b)(iv) (and Executive shall forfeit all rights to such payments) unless Executive has executed and delivered to the Company a general release substantially in respect form and substance as attached hereto as Exhibit A (the “General Release”), and such General Release remains in full force and effect, has not been revoked and is no longer subject to revocation, within sixty (60) days of the date of termination, and Executive shall be entitled to receive such payments only so long as Executive has not breached any completed fiscal year of the provisions of the General Release or Sections 5, 6 and 7 hereof [(a “Fundamental Breach”); provided, that, Executive will have ten (10) days after receiving written notice from the Company of a Fundamental Breach in which to cure such Fundamental Breach (to the extent capable of cure, as determined by the Board in good faith)]. If the General Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply:
(A) To the extent any such cash payment to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment shall commence upon the first scheduled payment date immediately after the date the General Release is executed and no longer subject to revocation (the “Release Effective Date”). The first such cash payment shall include payment of all amounts that has ended otherwise would have been due prior to the date Release Effective Date under the terms of this Agreement applied as though such terminationpayments commenced immediately upon Executive’s termination of employment, which amount and any payments made after the Release Effective Date shall continue as provided herein. The delayed payments shall in any event expire at the time such payments would have expired had such payments commenced immediately following Executive’s termination of employment.
(B) To the extent any such cash payment to be provided is “deferred compensation” for purposes of Code Section 409A, then such payment shall be paid on made or commence upon the sixtieth (60th) day following the Executive’s termination date; and
(iii) continuation of employment. The first such cash payment shall include payment of Base Salary during all amounts that otherwise would have been due prior thereto under the Severance Termterms of this Agreement had such payments commenced immediately upon Executive’s termination of employment, and any payments made after the sixtieth (60th) day following Executive’s termination of employment shall continue as provided herein. The delayed payments shall in any event expire at the time such payments would have expired had such payments commenced immediately following Executive’s termination of employment. Notwithstanding any other payment schedule provided herein to the contrary, if Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation from service” shall be made on the date which is the earlier of (I) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive and (II) the date of Executive’s death (the “Delay Period”) to the extent required under Code Section 409A. Upon the expiration of the Delay Period, all payments delayed pursuant to the immediately preceding sentence (whether they otherwise would have been payable in a single sum or in installments in the absence of such delay) shall be paid to Executive in a lump sum, and all remaining payments due under this Agreement shall be paid or provided in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first normal payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described dates specified for them herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employeethe Executive’s employment at any time without Cause, Cause effective upon Employee’s receipt delivery to Executive of written notice of such termination. In the event EmployeeExecutive’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee Executive shall be entitled to:
(i) the The Accrued Obligations; and,
(ii) any Any unpaid STI Award Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on at such time annual bonuses are paid to other senior executives of the sixtieth Company, but in no event later than the date that is two and one-half (60th2½) day months following the last day of the fiscal year in which such termination date; andoccurred,
(iii) continuation Subject to satisfaction of the applicable performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Target 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 (2½) months following the last day of the fiscal year in which such termination occurred,
(iv) An amount equal to six (6) months of Base Salary during Salary, such amount to be paid in substantially equal payments over the 6-month period following Executive’s termination of employment (such period, the “Severance Term”), and payable in accordance with the Company’s regular payroll practices; provided, but commencing however, if such termination occurs on or following any Change in Control (as defined in the first payroll date following the date that is sixty equity documents), such amount shall instead be payable in a single lump sum within five (605) days following of such termination; Any equity or stock option grants shall be given the termination date, which first payment shall include payments relating to such initial sixty (60) day periodtreatment accorded them by the Company’s Equity Documents; and
(ivv) continuationTo the extent the Company maintains a group health plan subject to the continuation health coverage requirements of Sections 601 through 609 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), Executive is enrolled for coverage under such group health plan and subject to an election of COBRA continuation coverage by Executive (or Executive’s covered dependents in the case of Executive’s death), on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the health benefits provided to Employee difference between the monthly COBRA premium cost and his covered dependants under the Company’s health plansmonthly contribution paid by active employees for the same coverage; provided, it being understood and agreed that the Company’s obligation to provide such continuation of benefits payments described in this clause (v) shall terminate prior to cease earlier than the expiration of the Severance Term in the event that Employee Executive becomes eligible to receive any health benefits while employed by as a result of subsequent employment or providing service to, in any capacity, any other business or entity during the Severance Term; provided, howeverNotwithstanding the foregoing, that as a condition of the Company’s providing the continuation of health payments and benefits described hereinin clauses (ii) through (v) above shall immediately terminate, and the Company may require Employee shall have no further obligations to elect continuation coverage under COBRA. Notwithstanding the forgoingExecutive with respect thereto, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less event that Executive breaches any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this provision set forth in Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code8 hereof. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d7(e), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Genvor Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) the Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination; and
(iii) the target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination, which amount shall be paid on at such time STI Awards are paid to other senior executives of the sixtieth (60th) Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal year in which such termination dateoccurs; and
(iiiiv) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(ivv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 W−2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv8(d)(v), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) the Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) the target STI Award for the year in which termination occurs, pro-rated for the period the Employee worked prior to such termination, which amount shall be paid at such time STI Awards are paid to other senior executives of the Company, but in no event later than one day prior to the date that is 2 1/2 months following the last day of the fiscal year in which such termination occurs; and
(iv) irrespective of any provision that may exist in any award agreement, immediate vesting of any and all Common Shares previously awarded to the Employee irrespective of type of award; and
(v) payment of any unpaid portion of the Inducement Bonus (whether vested or unvested), which shall be paid no later than five business days following the date of the termination of Employee’s employment
(vi) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(ivvii) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoingforegoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv9(d)(vii), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided except as required by applicable law, to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d)9(d) or as provided for in Exhibit A or Exhibit B, Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s Executive's employment at any time without Cause, effective upon Employee’s Executive's receipt of written notice of such termination. In the event Employee’s Executive's employment is terminated by the Company without Cause (other than due to death or Disability), Employee Executive shall be entitled to:
(i) the The Accrued Obligations; and;
(ii) any Any unpaid STI Award Annual Bonus in respect of any completed fiscal year that which has ended prior to the date of such termination, which amount shall be paid on at such time annual bonuses are paid to other senior executives of the sixtieth (60th) day Company, but in no event later than March 15 of the fiscal year following the fiscal year in which such termination date; andoccurred;
(iii) continuation A pro rata Annual Bonus in respect of payment the fiscal year in which the date of Base Salary during the Severance Termsuch termination occurs, payable in accordance with the Company’s regular payroll practiceswhich amounts shall be paid at such time annual bonus are paid to other senior executives, but commencing on in no event later than March 15th of the first payroll date year following the date that is sixty (60) days following the fiscal year in which such termination date, which first payment shall include payments relating to such initial sixty (60) day periodoccurred; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide If such continuation of benefits shall terminate termination occurs prior to a Change in Control or more than a year after a Change in Control, a lump sum cash payment in an amount equal to 1.5 times the expiration of Average Total Compensation, payable within thirty (30) days following such termination. Notwithstanding the Severance Term foregoing, the payments and benefits described in subsections (ii) through (iv) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Employee becomes eligible Executive breaches any provision of Section 9 hereof. The termination of Executive's payments and benefits shall not be effective unless and until there shall have been delivered to receive any health benefits while employed Executive written notice by the Board or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition Executive Committee of the Company’s providing 's decision to cease the continuation of health payments and benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally in subsections (ii) through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(hvi) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional paymentabove, such that, after payment by notice to state in detail the Employee particular act or acts that constitute the grounds on which the termination of all federal, state, local such payments and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee benefits is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Codebased. Following such termination of Employee’s Executive's employment by the Company without Cause, except as set forth in this Section 8(d)) and Section 23, Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. (a) The Company may terminate Employee’s the Executive's employment at any time for whatever reason it deems appropriate or without Causereason; provided, effective upon Employee’s receipt of written notice of such termination. In however, that in the event Employee’s employment that such termination is terminated by the Company without Cause not pursuant to Section 6.1 (other than due to death or Death), 6.2 (Disability), Employee 6.3 (Due Cause) or 6.5 (Voluntary Termination), the Company shall be entitled topay to the Executive:
(i) on the Accrued Obligationsdate of termination, the base salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of termination and not theretofore paid to the Executive; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to on the date of such termination, which any amount of the Transaction Bonuses not theretofore paid to the Executive pursuant to Section 3.3 hereof (whether or not such Transaction Bonuses shall be paid payable pursuant to the terms of Section 3.3(a) and 3.3(b)), provided, however, that in the event the Company attempts to sell or otherwise dispose of the PROH Division and fails to do so and ceases such efforts (such determination to be made by resolution of the Board of Directors of the Company) on or before the sixtieth date of termination of the Executive's employment, then the Transaction Bonus payable upon a sale or other disposition of the PROH Division shall not be payable hereunder (60thunless due and payable pursuant to Section 3.3(b) day following as a result of the termination dateprior refinancing or repayment of the Subordinated Debentures); and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following of termination, a pro-rated amount of each unpaid installment of the Retention Bonus payable under Section 3.4 equal to the product of (x) the amount of such unpaid installment of the Retention Bonus multiplied by (y) a fraction, the numerator of which is the number of days from the date that hereof to the date of termination of the Executive's employment, and the denominator of which is sixty (60) the number of days following from the termination datedate hereof until January 2, which first payment shall include payments relating 2000, in the case of the installment payable pursuant to such initial sixty (60) day periodSection 3.4(a), and June 30, 2000, in the case of the installment payable pursuant to Section 3.4(b); and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by such termination occurs after June 30, 2000, a bonus under Section 3.5, pro-rated (in accordance with the principles of Section 6.4(a)(iii)) from the prior June 30 or providing service toJanuary 2, in any capacityas applicable, any other business or entity during until the Severance Term; provided, however, that as a condition date of termination of the Company’s providing Executive's employment.
(b) Rights and benefits of the continuation of health benefits described herein, Executive or his transferee under the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees other benefit plans and programs of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost continued for each month during the applicable benefit continuation period, and two (2) on years following the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result termination of the inclusion of Executive's employment. Neither the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to Executive nor the Company shall have any further rights or obligations under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Causethis Agreement, except as set forth provided in this Section 8(d)Sections 7, Employee shall have no further rights to any compensation or any other benefits under this Agreement8, 9 and 15.
Appears in 1 contract
Sources: Employment Agreement (Novacare Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that she fully executes and does not revoke an effective Release of Claims as described in Section 7(g), Employee shall be entitled to:
eligible for: (i) the The Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination dateThe Severance Benefits; and
(iii) continuation At the end of payment of Base Salary during the Severance Term, payable the Retention Bonus Amount; and (iv) If such termination without Cause and the Date of Termination occur within eighteen (18) months after a Sale Event (as such term is defined in accordance with the Company’s regular payroll practices2010 Stock Option and Incentive Plan), but commencing on acceleration of the first payroll date following vesting of 100% of Employee’s then outstanding unvested equity awards, such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the date that is sixty Date of Termination (60the “Accelerated Equity Benefit”), in which case Employee shall have ninety (90) days following from the termination dateDate of Termination to exercise the vested equity awards. Notwithstanding the foregoing, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance TermBenefits shall immediately terminate, of and the health benefits provided Company shall have no further obligations to Employee and his covered dependants under the Company’s health planswith respect thereto, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive breaches any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition provision of the Company’s providing Confidentiality Agreement or the continuation Release of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRAClaims. Notwithstanding the forgoing, if Any such health benefits are provided to employees termination of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of payment or benefits shall be provided have no effect on a fully taxable basis, based on 100% the Release of the monthly premium cost Claims or any of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the afterpost-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid obligations to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the CodeCompany. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of (i) the Severance Benefits (and, in the case of such a termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to her execution of the Release of Claims, (ii) the Accrued Obligations, and (iii) at the end of the Severance Term, the Retention Bonus Amount, subject to her execution of the Release of Claims. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company and/or hereby authorizes deductions from future Severance Benefit amounts.” her execution of the Release of Claims, (ii) the Accrued Obligations, and (iii) at the end of the Severance Term, the Retention Bonus Amount, subject to her execution of the Release of Claims.”
Appears in 1 contract
Sources: Employment Agreement (Aegerion Pharmaceuticals, Inc.)
Termination by the Company Without Cause. (a) The Company may terminate Employee’s the Executive's employment at any time for whatever reason it deems appropriate or without Causereason; provided, effective upon Employee’s receipt of written notice of such termination. In however, that in the event Employee’s employment that such termination is terminated by the Company without Cause not pursuant to Section 6.1 (other than due to death or Death), 6.2 (Disability), Employee 6.3 (Due Cause) or 6.5 (Voluntary Termination), the Company shall be entitled topay to the Executive:
(i) on the Accrued Obligationsdate of termination, the base salary provided for in Section 3.1 (at the annual rate then in effect) accrued to the date of termination and not theretofore paid to the Executive; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to on the date of such termination, which any amount of the Transaction Bonuses not theretofore paid to the Executive pursuant to Section 3.3 hereof (whether or not such Transaction Bonuses shall be paid payable pursuant to the terms of Section 3.3(a) and 3.3(b)), provided, however, that in the event the Company attempts to sell or otherwise dispose of the PROH Division and fails to do so and ceases such efforts (such determination to be made by resolution of the Board of Directors of the Company) on or before the sixtieth date of termination of the Executive's employment then the Transaction Bonus payable upon a sale or other disposition of the PROH Division shall not be payable hereunder (60thunless due and payable pursuant to Section 3.3(b) day following as a result of the termination dateprior refinancing or repayment of the Subordinated Debentures); and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following of termination, a pro-rated amount of each unpaid installment of the Retention Bonus payable under Section 3.4 equal to the product of (x) the amount of such unpaid installment of the Retention Bonus multiplied by (y) a fraction, the numerator of which is the number of days from the date that hereof to the date of termination of the Executive's employment, and the denominator of which is sixty (60) the number of days following from the termination datedate hereof until January 2, which first payment shall include payments relating 2000, in the case of the installment payable pursuant to such initial sixty (60) day periodSection 3.4(a), and June 30, 2000, in the case of the installment payable pursuant to Section 3.4(b); and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by such termination occurs after June 30, 2000, a bonus under Section 3.5, pro-rated (in accordance with the principles of Section 6.4(a)(iii)) from the prior June 30 or providing service toJanuary 2, in any capacityas applicable, any other business or entity during until the Severance Term; provided, however, that as a condition date of termination of the Company’s providing Executive's employment.
(b) Rights and benefits of the continuation of health benefits described herein, Executive or his transferee under the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees other benefit plans and programs of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost continued for each month during the applicable benefit continuation period, and two (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year years following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.date of
Appears in 1 contract
Sources: Employment Agreement (Novacare Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt Upon Termination of written notice of such termination. In the event Employee’s employment is terminated Participant by the Company or a Subsidiary or Affiliate without Cause (other than due to death or Disabilitya Termination under circumstances described in paragraph (b), Employee shall be entitled to:
(ic) or (e) of this Section 4 or other than an event described in paragraph (a) of this Section 4), the Accrued Obligations; and
Period of Restriction will lapse as to a portion of the Restricted Stock Units, determined by multiplying the number of Restricted Stock Units subject to the Award by a fraction, the numerator of which is the number of days you were employed (iiincluding the date of such Termination) any unpaid STI Award during the full Period of Restriction and the denominator of which the number of days in respect the full Period of any completed fiscal year Restriction, reduced by the number of Restricted Stock Units that has ended have already vested by their terms prior to the date of such terminationTermination, which amount Restricted Stock Units shall be paid to you in cash based on the sixtieth Fair Market Value of a Share on the date of your Termination, (60thi) day following 50% on the termination date; and
date of your Termination and (iiiii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing 50% on the first payroll date following anniversary of the date that is sixty of your Termination. For the avoidance of doubt, (60i) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h15.1(a) of the Code), (1Plan shall not apply to the Restricted Stock Units to the extent such provision conflicts with this Section 4(d) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2ii) on if a Participant is eligible for Retirement pursuant to paragraph (b) of this Section 4 at the last payroll date of each calendar month during which any health benefits are provided time the Participant otherwise would experience a Termination pursuant to this paragraph (d) of Section 8(d)(iv)4, Employee the Participant’s Termination shall receive an additional payment, such that, after payment by be deemed a Retirement and the Employee provisions of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains paragraph (or has had paid b) with respect to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”)Restricted Stock Units shall prevail and be given effect. In no the event shall the Tax Gross-Up be paid Participant is eligible for Retirement pursuant to Employee later than paragraph (b) of this Section 4 at the end time the Participant otherwise dies or becomes Disabled pursuant to paragraph (a) of this Section 4 or at the taxable year following time the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment Participant otherwise experiences a Termination by the Company without for Cause or pursuant to paragraph (c) of this Section 4, such Termination shall not be deemed a Retirement and paragraph (a) or (c) or such Termination for Cause, except as set forth in this Section 8(d)applicable, Employee shall have no further rights to any compensation or any other benefits under this Agreementprevail and be given effect.
Appears in 1 contract
Termination by the Company Without Cause. The Executive’s employment with the Company may terminate Employee’s employment be terminated at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause Cause. If the Company terminates Executive’s employment without Cause, the Company shall have the following obligations to Executive (but excluding any other than due obligation to death or Disability), Employee shall be entitled to:Executive pursuant to this Agreement):
(ia) payment of the Accrued Obligations;
(b) the continuation of his Base Salary, as severance, for a period of eighteen months (“Severance Period”), provided that the Base Salary for the first six months of the Severance Period shall be paid to Executive in a lump sum at the end of such six-month period in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”); provided further that such delay in payment will not apply to the extent that guidance issued under Section 409A allows payment to be made when otherwise due without subjecting Executive to additional taxes under Section 409A;
(c) if Executive timely elects to continue his health insurance pursuant to COBRA, the Company shall pay that portion of the premium that it pays for active employees with similar coverage during the Severance Period or, if earlier, until such time as Executive is eligible for comparable coverage with a subsequent employer (and Executive shall promptly notify the Company if he becomes eligible for comparable coverage); provided that Executive shall pay the amount of the employer portion of the applicable premiums for the first six months of the Severance Period, which amount will be reimbursed to him in a lump sum at the end of such six-month period, provided further that Executive shall not be required to pay the employer portion of the premiums for the first six months of the Severance Period to the extent that guidance under Section 409A allows such premiums to be paid by the Company without subjecting Executive to additional taxes under Section 409A; and
(iid) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount Executive’s Profits Interest shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term treated as set forth in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance TermPlan Documents; provided, however, that as a condition of the Company’s providing the continuation of health such salary and benefits described herein, and the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees continued vesting of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” Profits Interest shall cease on the occurrence of any circumstance or event that would constitute Cause under Section 4.1 of this Agreement (within the meaning of Section 105(h) including any breach of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation restrictive covenants contained in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation 5 below or any other benefits under this Agreementsimilar restrictive covenants to which Executive is bound).
Appears in 1 contract
Sources: Employment Agreement (Emdeon Inc.)
Termination by the Company Without Cause. (a) The Company may shall have the right to terminate Employee’s employment with the Company pursuant to this Section 5.1 at any time without “Cause, effective upon Employee’s receipt ” (as defined in Section 5.2(b) below) by giving notice as described in Section 5.6 of this Agreement. A termination pursuant to Section 5.5 below is not a termination without “Cause” for purposes of receiving the benefits described in this Section 5.1. If the Company provides written notice to the Employee pursuant to Section 1.1 of such termination. its intent not to renew this Agreement, then the expiration of this Agreement shall be considered a termination without Cause.
(b) In the event Employee’s employment is terminated without Cause, pursuant to the Company’s standard payroll policies, the Company shall pay to Employee the accrued but unpaid salary of Employee through the date of termination, together with all compensation and benefits payable to Employee based on his participation in any compensation or benefit plan, program or arrangement through the date of termination. Provided that Employee’s termination without Cause constitutes a Separation From Service (as defined below), and provided the Employee executes a general release in favor of the Company, in a form acceptable to the Company (the “Release”), and subject to Section 5.1(c) (the date that the Release becomes effective and may no longer be revoked by the Company without Cause (other than due Employee is referred to death or Disabilityas the “Release Date”), Employee then the Company shall be entitled to:
(i) pay to Employee an amount equal to the Accrued Obligations; and
sum of (iiA) any unpaid STI Award in respect Employee’s then current Base Salary for a period of any completed fiscal year that has ended prior to twelve (12) months from the date of Separation From Service (such terminationapplicable period is referred to as the “Severance Period”) plus (B) an amount equal to Employee’s target bonus, which amount shall be less applicable withholdings and deductions, with such sum paid in equal installments on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practicesdates running from the Separation From Service; provided, but commencing on however, that no payments will be made prior to the first payroll date following the date day that is sixty (60) days following the termination date of Separation From Service, and on such date, which the Company will make the first payment to Employee under this Section 5.1(b)(i), in a lump sum, equal to the aggregate amount of salary continuation that the Company would have paid to Employee through such date had the payments commenced on the Separation From Service through such 60th day, with the balance paid thereafter on the schedule described above; (ii) Employee shall include payments relating be credited with an additional year of service credit from the date of termination for purposes of vesting any outstanding equity awards; and (iii) if Employee is participating in the Company’s employee group health insurance plans on the effective date of termination, and timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state or local insurance laws, the Company shall pay to Employee, on the first day of each month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Employee and his eligible dependents who have elected and remain enrolled in such initial sixty COBRA coverage), subject to applicable tax withholdings (60such amount, the “Special Cash Payment”), for a number of months equal to the lesser of (i) the duration of the period in which Employee and his eligible dependents are enrolled in such COBRA coverage (and not otherwise covered by another employer’s group health plan) and (ii) twelve (12) months. Employee may, but is not obligated to, use such Special Cash Payment toward the cost of COBRA premiums. On the 60th day period; andfollowing Employee’s Separation From Service, the Company will make the first payment to Employee under this Section 5.l(b)(ii), in a lump sum, equal to the aggregate Special Cash Payments that the Company would have paid to Employee through such date had the Special Cash Payments commenced on the first day of the first month following the Separation From Service through such 60th day, with the balance of the Special Cash Payments paid thereafter on the schedule described above. In the event Employee becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the period provided in this Section 5.1(b)(ii), Employee must immediately notify the Company of such event and the Company shall cease payment of the Special Cash Payments.
(ivc) continuation, during the Severance Term, Employee shall not receive any of the health benefits pursuant to Section 5.1(b) unless he executes the Release within the consideration period specified therein, which shall in no event be more than 45 days, and until the Release becomes effective and can no longer be revoked by Employee under its terms. In all cases, the Release must be signed and effective not later than the 60th day following Employee’s Separation From Service. Employee’s ability to receive benefits pursuant to Section 5.1(b) is further conditioned upon his: complying with his termination and post-termination obligations under this Agreement and any other agreements between Employee and the Company and complying with the Release including without limitation any confidentiality provisions contained therein.
(d) The benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv)5.1 are in lieu of, and not in addition to, any benefits to which Employee shall receive an additional paymentmay otherwise be entitled under any Company severance plan, such that, after payment policy or program.
(e) The damages caused by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment without Cause would be difficult to ascertain; therefore, the severance for which Employee is eligible pursuant to Section 5.1(b) above in exchange for the Release is agreed to by the Company without Causeparties as liquidated damages, except to serve as set forth in this Section 8(d)full compensation, Employee shall have no further rights to any compensation or any other benefits under this Agreementand not a penalty.
Appears in 1 contract
Termination by the Company Without Cause. The Company may shall have the right to terminate EmployeeExecutive’s employment at any time hereunder “without Cause, effective upon Employee’s receipt of cause” by giving Executive written notice to that effect. Any such termination of employment shall be effective on the date specified in such terminationnotice. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) the Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount the Company shall be paid (i) pay Executive his unpaid Base Salary through the effective date of termination and any business expenses remaining unpaid on the sixtieth (60th) day following effective date of the termination datefor which Executive is entitled to be reimbursed under Section 5 of this Agreement; and
(iiiii) continuation pay Executive an amount per month equal to one-twelfth of payment of his then adjusted Base Salary during for the Severance Term, payable in accordance with the Company’s regular payroll practices, but period commencing on the first payroll date following the date that of termination and ending on the date which is sixty six (606) days months following the effective date of termination date(iii) pay Executive an amount equal to a pro-rata portion of the Annual Bonus that would otherwise have been payable to Executive for the Fiscal Year in which the termination occurs, which first payment shall include payments relating determined in the same manner and payable at the same time as such Annual Bonus would otherwise have been payable had Executive’s employment not terminated, with such pro-ration to such initial sixty be determined based on the number of months (60and any fraction thereof) day period; and
(iv) continuation, Executive is employed during the Severance TermFiscal Year in which termination occurs, relative to 12 months, cause to become vested a pro-rata portion of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior awards granted to the expiration Executive, equal to the quotient of the Severance Term in number of full months that have transpired between January 4, 2010 and the event date of termination, divided by 36, and with respect to the Subsequent Equity Grant, cause to become vested a pro-rata portion of the awards granted to the Executive, equal to the quotient of the number of full months that Employee becomes eligible to receive any health benefits while employed have transpired between April 1, 2010 and the date of termination, divided by or providing service to, in any capacity, any other business or entity during the Severance Term36; provided, however, that as a condition of the Company’s providing the continuation of health benefits without limiting any other remedy available hereunder, all obligations described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee 8.1 shall have no further rights to any compensation immediately terminate upon a judge’s determination that Executive has breached the provisions of Section 6 or any other benefits under this Agreement7 hereof.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that he fully executes an effective Release of Claims as described in Section 7(g), Employee shall be entitled toeligible for:
(i) the The Accrued Obligations; and;
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination dateThe Severance Benefits; and
(iii) continuation Acceleration of payment the vesting of Base Salary during 100% of Employee’s then outstanding unvested equity awards, such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the Date of Termination; provided that such termination without Cause and the Date of Termination occurs within eighteen (18) months after a Sale Event (as defined in the Equity Documents) (the “Accelerated Equity Benefits”), in which case Employee shall have ninety (90) days from the Date of Termination to exercise the vested equity awards. Notwithstanding the foregoing, the Severance TermBenefits shall immediately terminate, payable in accordance with and the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment Company shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided have no further obligations to Employee and his covered dependants under the Company’s health planswith respect thereto, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive breaches any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition provision of the Company’s providing Confidentiality Agreement or the continuation Release of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRAClaims. Notwithstanding the forgoing, if Any such health benefits are provided to employees termination of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of payment or benefits shall be provided have no effect on a fully taxable basis, based on 100% the Release of the monthly premium cost Claims or any of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the afterpost-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid obligations to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the CodeCompany. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits (and, in the case of such a termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to his execution of the Release of Claims, and the Accrued Obligations. In addition, the Severance Benefit set forth in Section l(l)(i) shall be reduced dollar for dollar by any compensation Employee receives from another employer during the Severance Term. Employee agrees to give prompt notice of any employment during the Severance Term and promptly shall respond to any reasonable inquiries concerning his employment activities. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company and/or hereby authorizes deductions from future Severance Benefit amounts. The foregoing shall not create any obligation on the Employee’s part to seek re-employment after the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Aegerion Pharmaceuticals, Inc.)
Termination by the Company Without Cause. The Company may terminate Employeethis Agreement and the Executive’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s this event, provided that such termination of employment is terminated by constitutes a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) (“Separation from Service”), the Company without Cause shall continue to pay Executive his then-current Base Salary (other than due to death based on the previous twelve (12) month, or Disability)shorter period if applicable, Employee shall be entitled to:
(iaverage for salary payments) the Accrued Obligations; and
(ii) any unpaid STI Award in respect as of any completed fiscal year that has ended prior to the date of such termination for a period of six months following the date of Executive’s Separation from Service (the “Severance Payments”), as well as all accrued salary and vacation time as of the date of termination, which amount . Severance Payments under this subsection shall be made at the same time and in the same manner as such salary would have been paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable if Executive had remained in active employment in accordance with the Company’s regular normal payroll practices, but commencing practices as in effect on the first payroll date following the date of Executive’s Separation from Service, provided that is sixty (60i) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, Executive has executed a waiver and release of the health benefits provided to Employee and his covered dependants under claims agreement in the Company’s health planscustomary form (the “Release”), it being understood which Release may be amended by the Company to reflect changes in applicable laws and agreed that regulations, within 21 days after the Company’s obligation to provide delivery of such continuation of benefits shall terminate prior Release to the expiration Executive, which shall be made no later than 2 days after the date of Executive’s Separation from Service and (ii) Executive has not revoked such Release within the Severance Term applicable 7- day revocation period set forth in such Release. Notwithstanding the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacityforegoing, any other business or entity during the Severance Term; provided, however, Payments that as a condition of would otherwise be made before the Company’s providing first regular payroll payment date occurring on or after the continuation 30th day after the date of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee Executive’s Separation from Service (the “Taxable CostFirst Payment Date”), and, as such, Employee’s W-2 ) shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) be made on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this AgreementFirst Payment Date.
Appears in 1 contract
Sources: Executive Employment Agreement (Star Scientific Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt If such ---------------------------------------- termination is the result of written notice termination of such termination. In the event Employee’s holder's employment is terminated by the Company Company, its Subsidiaries or any Affiliate thereof without Cause (other than due to or as a result of the death or Disability), Employee shall be entitled to:
Disability (i) the Accrued Obligations; and
(ii) any unpaid STI Award as defined in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance holder's written employment agreement with the Company’s regular payroll practices, but commencing on its Subsidiary or its Affiliate, as applicable (the first payroll date following "Employment Agreement")) of such holder, the date that is sixty Company (60) or its designee), upon written notice delivered within 90 days following the termination dateof termination, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, may purchase all or any portion of the health benefits provided to Employee Shares, Warrants and his covered dependants under Options then held by the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior applicable Call Stockholder Group at a price equal to the expiration Fair Market Value of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Termsuch securities; provided, however, that as a condition upon termination of -------- ------- the employment by the Company’s providing the continuation , its Subsidiary or any Affiliate thereof of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees a holder of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee Physician Shares as a result of a Disability of such Physician Stockholder, the inclusion of the Company shall have no right to purchase all or any portion of the Taxable Cost Shares, Warrants and Options then held by the applicable Call Stockholder Group for such period of time, if any, as such Physician Stockholder is in income during all respects a Qualified Holder with a Total Disability, as hereafter defined.
5.1.1.1. It shall be the responsibility of such calendar monthPhysician Stockholder or his/her legal guardian, Employee retains (or has had paid if any, to notify the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay Company in writing within 30 days of termination of employment as a result of Total Disability that such Physician Stockholder should be considered a Qualified Holder with a Total Disability and the inclusion failure of the Taxable Cost Physician Stockholder or his/her legal guardian to do so in income during such calendar month (the “Tax Gross-Up”). In no event a timely manner shall the Tax Gross-Up be paid to Employee later than the end determinative of the taxable year following matter. Following said notice, the taxable year Physician Stockholder (in which the case of seeking such taxes are paid. Furthermorequalification pursuant to Section 5.1.1.3(d)(i), no continuation upon the Company's request, or in the case of coverage seeking such qualification pursuant to Section 5.1.1.3(d)(ii), upon the request of the NMA Board (as defined below in Section 5.1.1.3(d)(ii)) shall be provided submit to the extent it results in adverse tax consequences examination and testing of up to the Company under Section 4980D of the Code. Following such termination of Employee’s employment three physicians selected by the Company without Causeor the NMA Board, except respectively. In order for the Physician Stockholder to be medically certified as set forth in this having a Total Disability hereunder pursuant to Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.5.1.1.3
Appears in 1 contract
Sources: Stockholders Agreement (Physicians Quality Care Inc)
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time without Cause, effective upon Employee’s receipt of written given 60 days’ notice of such termination(or pay in lieu thereof). In the event Employeethat, during the Term, Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee Executive shall be entitled to:
eligible for the Accrued Obligations and, provided that Executive fully executes (and does not revoke) the Release of Claims as described in Section 7(g), Executive shall also be eligible for (i) the Accrued Obligations; and
Severance Benefits and (ii) any unpaid STI Award in respect of any completed fiscal year reimbursement for Executive’s (and Executive’s eligible dependents’) health care continuation (COBRA) premiums for 6 months following such termination (provided that has ended prior to (A) such COBRA benefits shall not be provided beyond the date of on which Executive obtains comparable coverage from a subsequent employer and (B) such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall not be provided to the extent that the Company determines that it results would result in adverse tax consequences any fine, penalty or violation of law for being a discriminatory benefit or otherwise) (the “COBRA Benefits”). 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 under Section 4980D Company, in the event that Executive breaches any provision of the CodeConfidentiality and Invention Assignment Agreement or the Release of Claims. Any such termination, 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 such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d7(d), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits 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. 8.5.1 The Company may employment of Officer shall terminate Employee’s employment at any time without Cause, effective immediately upon Employee’s receipt delivery to Officer of written notice of such termination. In termination by the event Employee’s Company, which shall be deemed to be "without cause" unless termination is expressly stated to be pursuant to Sections 8.1, 8.2 or 8.6.
8.5.1.1 Upon termination of Officer's employment is terminated pursuant to this Section 8.5, the Company shall pay to Officer, on the Termination Date, a lump sum payment of an amount equal to (x) all accrued and unpaid salary and other compensation payable to Officer by the Company without Cause (other than due and all accrued and unused vacation and sick pay payable to death or Disability), Employee shall be entitled to:
(i) Officer by the Accrued Obligations; and
(ii) any unpaid STI Award in Company with respect of any completed fiscal year that has ended prior to services rendered by Officer to the date of such terminationCompany through the Termination Date, which amount shall be paid and (y) if (a) on the sixtieth (60th) day following Termination Date, Officer has been continuously employed by the termination date; and
(iii) continuation of payment of Company for at least nine months but less than fifteen months, the Company shall pay to Officer the amount Officer would have earned as Base Salary during the Severance Term, payable in accordance with six months following the Company’s regular payroll practices, but commencing Termination Date; or (b) on the first payroll date Termination Date, Officer has been continuously employed by the Company for at least fifteen months from the Effective Date, the Company shall pay to Officer the amount Officer would have earned as Base Salary during the twelve months following the date that is sixty Termination Date; and (60i) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by no previous annual bonus has been paid or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided is payable pursuant to this Section 8(d)(iv)Agreement, Employee shall receive an additional payment20% of Officer's Base Salary, such thator (ii) in the event at least one annual bonus has been paid or is payable to Officer, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required the greater of (x) the last annual bonus paid or payable to pay as a result Officer, and (y) the average annual bonus based on all bonuses paid or payable to Officer pursuant to this Agreement. In addition to the foregoing, and notwithstanding the provisions of any other agreement to the contrary, (x) all options to purchase the Common Stock of the inclusion Company which have been granted to Officer shall become immediately exercisable on the Termination Date and, notwithstanding any other agreement to the contrary, shall remain exercisable for the full term of each such option, and (y) the Taxable Cost in income during such calendar month (Company shall continue to provide to Officer all other benefits that would otherwise be payable to Officer pursuant to Section 4.4.3 hereof for the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end same number of the taxable year months following the taxable year in Termination Date for which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this AgreementBase Salary is payable hereunder.
Appears in 1 contract
Termination by the Company Without Cause. The (a) Notwithstanding anything to the contrary set forth herein, the Company may shall have the right to terminate the Employee’s 's employment hereunder at any time time, for any reason or for no reason, without Causecause, effective upon Employee’s receipt of the date designated by the Company upon written notice of such termination. to the Employee.
(b) In the event of a termination of the Employee’s 's employment is terminated by hereunder pursuant to Section 7.1(a) hereof prior to the Company without Cause (other than due to death or Disability)Expiration Date, the Employee shall be entitled toto receive all accrued but unpaid (as of the effective date of such termination) Salary and the severance payments in the manner set forth in Section 7.1(c) hereof; provided that the Employee has complied with all of his obligations under this Agreement and continues to comply with all of his surviving obligations hereunder listed in Section 9 hereof. Except as specifically set forth in this Section 7.1, all Salary and Benefits shall cease at the time of such termination, except as required under applicable law and neither the Company nor Ermanco shall have any further liability or obligation hereunder by reason of or subsequent to such termination.
(c) In the event of the termination of the Employee's employment under Section 7.1(a) hereof prior to the Expiration Date, the Employee shall be entitled, as severance pay, to receive:
(i) an amount equal to (A) the Accrued Obligations; and
(ii) any unpaid STI Award sum of the Salary then in respect effect plus the average of any completed fiscal year that has ended prior the Bonus paid to the Employee in the two years preceding the effective date of such termination, multiplied by (B) the lesser of (i) two or (ii) the number of years between the effective date of such termination and the Expiration Date (pro rated for any partial year);
(ii) all Benefits for a period of years (including fractional years) years equal to the lesser of (i) two or (ii) the number of years between the effective date of such termination and the Expiration Date (pro rated for any partial year) (the "Extended Coverage Period"); provided that such Benefits shall not include any special 1099 tax reimbursements, special insurance-tax reimbursements, special pension incentives, or special insurance trusts. In the Employee's sole discretion, at the end of the Extended Coverage Period, the Company or Ermanco, as the case may be, shall assign to him any assignable insurance policy owned by the Company or Ermanco which amount shall be paid on relate to the sixtieth (60th) day following Employee, at no cost to the termination date; andCompany, Ermanco or the Employee;
(iii) continuation in the event the Employee becomes self-employed after the termination of payment of Base Salary during his employment hereunder, reimbursement for the Severance Termreasonable business travel expenses incurred by the Employee in that endeavor for a period equal to the Extended Coverage Period, payable up to a maximum amount equal to the amount budgeted by the Company for his travel expenses for the fiscal year in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following which the date that is sixty of termination occurs (60) days following the termination dateless any amounts budgeted for travel between Spring Lake, which first payment shall include payments relating to such initial sixty (60) day period; andMichigan and Telluride, Colorado);
(iv) continuation, during the Severance Term, of the health a car benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term allowance in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes any car benefits allowance available to the Employee as Employee is required to pay as a result of the inclusion date of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermorehis termination, no continuation of coverage shall be provided for a period equal to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this AgreementExtended Coverage Period.
Appears in 1 contract
Sources: Executive Employment Agreement (Si Handling Systems Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that he fully executes and does not revoke an effective Release of Claims as described in Section 7(g), Employee shall be entitled to:
eligible for: (i) the The Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination dateThe Severance Benefits; and
(iii) continuation At the end of payment of Base Salary during the Severance Term, payable the Retention Bonus Amount; and (iv) If such termination without Cause and the Date of Termination occur within eighteen (18) months after a Sale Event (as such term is defined in accordance with the Company’s regular payroll practices2010 Stock Option and Incentive Plan), but commencing on acceleration of the first payroll date following vesting of 100% of Employee’s then outstanding unvested equity awards, such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the date that is sixty Date of Termination (60the “Accelerated Equity Benefit”), in which case Employee shall have ninety (90) days following from the termination dateDate of Termination to exercise the vested equity awards. Notwithstanding the foregoing, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance TermBenefits shall immediately terminate, of and the health benefits provided Company shall have no further obligations to Employee and his covered dependants under the Company’s health planswith respect thereto, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive breaches any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition provision of the Company’s providing Confidentiality Agreement or the continuation Release of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRAClaims. Notwithstanding the forgoing, if Any such health benefits are provided to employees termination of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of payment or benefits shall be provided have no effect on a fully taxable basis, based on 100% the Release of the monthly premium cost Claims or any of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the afterpost-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid obligations to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the CodeCompany. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of (i) the Severance Benefits (and, in the case of such a termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to his execution of the Release of Claims, (ii) the Accrued Obligations, and (iii) at the end of the Severance Term, the Retention Bonus Amount, subject to his execution of the Release of Claims. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company and/or hereby authorizes deductions from future Severance Benefit amounts.” at the end of the Severance Term, the Retention Bonus Amount, subject to his execution of the Release of Claims.”
Appears in 1 contract
Sources: Employment Agreement (Aegerion Pharmaceuticals, Inc.)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In If the event Employee’s Executive's employment is terminated by the Company without Cause (other than due to death or Disabilityas provided in Section 4(d), Employee shall be entitled to:
then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. If (i) the Accrued Obligations; and
Executive's employment is terminated by the Company without Cause as provided in Section 4(d), (ii) any unpaid STI Award the Executive signs a general release of claims in respect of any completed fiscal year that has ended prior a form and manner satisfactory to the date Company (the "Release") within 21 days of the receipt of the Release and does not revoke such terminationRelease during the seven-day revocation period, which and (iii) the Executive complies with the Employee Patent, Confidential Information and Non-Compete Agreement dated May 1, 2000 between the Executive and the Company (the "Confidentiality Agreement"),
(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 on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable out in accordance with the Company’s regular payroll practices, but commencing a lump sum on the first payroll date following after the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, Date of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the Termination or expiration of the Severance Term seven-day revocation period for the Release, if 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) Subject to the Executive's copayment of premium amounts at the active employees' rate, the Executive may continue to participate in the event that Employee becomes eligible to receive any health benefits while employed by or providing service toCompany's group health, in any capacitydental, any other business or entity during vision and life insurance program for twelve (12) months following the Severance Term; providedDate of Termination , however, that as a condition of and the Company’s providing the Company shall provide continuation of health benefits described hereinafter this 12-month period pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, the Company may require Employee to elect continuation coverage under as amended ("COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code"), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (determined as though the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and Executive's employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than terminated at the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement12-month period.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s the employment of Executive hereunder without Cause upon at any time without Cause, effective upon Employee’s receipt of least 30 days’ written notice to Executive. An election by the Company not to extend the Term pursuant to Section 1 hereof shall not be deemed to be a termination of such terminationemployment by the Company Without Cause at the date of expiration of the Term. In At the event Employeetime Executive’s employment is terminated by the Company without Cause (other than due to death or Disabilityi.e., at the expiration of such notice period), Employee shall the Term will terminate, all remaining obligations of the Company and Executive under Sections 1 through 3 will immediately cease (except as expressly provided below), and the Company will pay Executive, and Executive will be entitled toto receive, the following:
(i) the Executive’s Compensation Accrued Obligations; andat Termination (as defined in Section 6.4);
(ii) If such termination is not in anticipation of, or on or within two (2) years after, a Change of Control (as defined in Section 6.3), Executive shall be entitled to receive severance payments equal to the sum of: (a) one times the Executive’s Annual Salary plus (b) one times the average of the two highest Annual Cash Incentive payments received by Executive during the preceding three completed performance years (provided that in no event shall such amount be less than one times the targeted Annual Cash Incentive for the year of termination) (the “Base Severance Amount”). Such severance shall be payable in equal installments on the Company’s regular salary payment dates for a twelve-month period commencing on the Date of Termination; provided, however, that such payments shall terminate if Executive fails to comply with the requirements of Section 8 below;
(iii) If such termination occurs in anticipation of, or on or within two (2) years after, a Change in Control (as defined in Section 6.3), Executive shall receive two severance payments. The first shall be payable within 30 days of the Date of Termination and shall be equal to the Base Severance Amount. The second shall be payable one year after the Date of Termination and shall be equal to (a) the Base Severance Amount less (b) the Executive’s then current total annual compensation from any unpaid STI Award in respect gainful employment. Executive agrees to provide all information necessary to calculate the second payment and, at the Company’s election, such determination shall be investigated and made by a nationally known independent accounting firm. Any payments provided under this subsection (iii) shall be forfeited if Executive fails to comply with the requirements of Section 8 below;
(iv) In lieu of any completed fiscal annual cash incentive compensation under Section 3.2 for the year that has ended prior in which Executive’s employment terminates, a Partial Year Bonus (as defined in Section 6.7);
(v) All equity awards held by Executive at termination which vest based on time shall become vested, all stock options shall be exercisable during the remainder of the term of such options, and all other terms of such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted;
(vi) Any performance objectives upon which the earning of performance-based restricted stock, RSUs, and other equity awards and other long-term incentive awards (including cash awards,) is conditioned shall be earned based on actual performance at the date of termination, and such awards shall to the extent earned become vested and non-forfeitable as a result of termination of employment at the date of such termination, which amount and, in other respects, such awards shall be paid on governed by the sixtieth (60th) day following plans and programs and the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, agreements and other documents pursuant to which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Termawards were granted; provided, however, that if such termination shall occur in anticipation of a Change in Control (as defined in Section 6.6) or on or within two (2) years after a condition Change in Control any such performance objectives shall be deemed to have been met at target level at the date of termination;
(vii) All other rights under any other compensatory or benefit plan shall be governed by such plan. In addition, at Company’s expense, Executive and his spouse and dependent children shall be entitled to continuation of health insurance coverage (i.e., medical, dental and vision) under the Company’s providing group health plan(s) in which the continuation Executive was participating on the date of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, termination or if such health benefits are provided to employees plan(s) have been terminated, in the plan(s) in which senior executives of the Company generally through participate for a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning period of Section 105(h) of the Code), one (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of year after the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other terminates. Payments and benefits under this AgreementSection 5.3 are subject to Section 5.6.
Appears in 1 contract
Termination by the Company Without Cause. The Company may ---------------------------------------- terminate Employee’s employment at any time without Cause, effective the Employment Period upon Employee’s receipt of thirty (30) days' prior written notice of such terminationto Executive for any reason. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) the Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the Upon termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided Employment Period pursuant to this Section 8(d)(iv)8.3, Employee neither the Company on the one hand, nor Executive, on the other hand, will have any liability or obligations to the other in respect of this Agreement, except that Executive shall be entitled to continue to receive, without modification or reduction (i) his full base salary and minimum annual bonus (see Sections 4.1 and 4.2 hereof) for the balance of the seven (7) year term of this Agreement, and (ii) his full benefits (see Sections 4.3 and 4.4 hereof) through December 31, 2002 or for a period of one (1) year from the date of termination, whichever is later. Executive shall also be entitled to retain his position on the Board for the balance of the Employment Period, contingent upon the continued ownership or control by Executive and U.S. Audiotex, Inc. of a combined total of at least ten percent (10%) of the Company's authorized and outstanding common shares. Executive agrees that the right to receive an additional payment, such that, after payment by the Employee of benefits described in this Section 8.3 shall be full and adequate compensation to Executive for all federal, state, local and employment taxes imposed on Employee damages Executive may suffer as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s his employment by the Company without Causepursuant to this Section 8.3. Notwithstanding anything contained herein to the contrary: (A) the Company's obligations under this Section 8.3 shall be subject to Executive having executed and delivered an instrument to the Company irrevocably waiving and releasing the Company from any and all obligations or liabilities to Executive arising from or in connection with Executive's employment with the Company or the termination and claims Executive may have under federal, except as set forth state or local statutes, regulations or ordinances or under any common law principles or breach of contract or the covenant of good faith and fair dealing, defamation, wrongful discharge, intentional infliction of emotional distress or promissory estoppel (the "Release and Waiver"); and (B) if the Company does not make the payments ------------------ described in this Section 8(d)8.3, Employee Executive shall have no further rights be released from Executive's obligations under Sections 7.1 and 7.2 to any compensation or any other benefits under this Agreementthe Company; provided, -------- however, that Executive shall not be so released if the sole reason for the ------- Company's failure to make such payment is Executive's failure to execute and deliver to the Company the Release and Waiver.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such terminationby Executive for Good Reason or when a Triggering Event occurs following a Change in Control. In the event Employee’s of a termination of Executive's employment is terminated by the Company without Cause during the Term, or by Executive for Good Reason during the Term, or when a Triggering Event occurs following a Change in Control, or if Executive’s successor is duly elected and qualified prior to the termination of Executive’s employment in accordance with Section 3 of this Agreement, Executive shall receive the payments provided for in Section 3.6(a)(i)(ii) and (other than due to death or Disabilityiii), Employee shall be entitled to. In addition:
(i) Executive shall be entitled to receive payment equal to the Accrued Obligations; and
amount of his Base Salary (ii) any unpaid STI Award at the rate in respect of any completed fiscal year that has ended effect immediately prior to the date of such his termination, which amount ). Such Base Salary payment shall be paid made in twelve equal installments, without interest, on the sixtieth a monthly basis for twelve (60th12) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which consecutive months. The first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, be made during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Termnext usual pay period following Executive's termination date; provided, however, that if at the time of Executive's termination for Good Reason, if Section 409A is triggered and if Executive or Company would be subject to liability or other penalty for failure to comply with 409A, and if the Employee is a "specified employee" as a condition defined in Section 409A of the Company’s providing the continuation of health benefits described hereinCode, then the Company may require Employee will make the payments consistent with Section 409A. Executive must receive payments on the Company's regularly scheduled pay dates, as set forth in this paragraph, and the Company shall make such payments to elect continuation coverage the extent permitted by Section 409A and any other applicable law or regulation in order to fulfill the obligations of this paragraph. If 409A is not triggered, payments will not be controlled or limited by 409A. All rights to exercise any outstanding award of stock options or stock appreciation rights with respect to the Company's common stock, or shares of restricted stock, held by Executive at the date of termination shall be governed by the terms of the applicable plan under COBRAwhich such award was granted. Notwithstanding anything to the forgoingcontrary in this Section 3.6 (d)(ii), if in the case of termination due to the occurrence of a Triggering Event following a Change in Control, Executive shall be entitled to an immediate vesting of all non-vested options and any other equity grants and an immediate removal of any trading restrictions on restricted stock.
(ii) For the one-year period following the date of termination, Executive shall have the right to continue his participation in such health benefits are provided retirement and other benefit plans and programs of the Company generally available from time to time to employees of the Company generally through a self-insured arrangementin which Executive was enrolled and/or participating on the date of termination, to the extent, and Employee qualifies as a “highly compensated individual” (within under the meaning of Section 105(h) of the Code)terms and conditions, (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid permitted by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation periodplan or program, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights subject to any compensation subsequent modifications or amendments to any other benefits under this Agreementsuch plan or program.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of at least thirty (30) days written notice of such termination. In the event of termination of Employee’s employment under this Section 7(d), the Company may, in its sole and absolute discretion, by written notice accelerate such date of termination without changing the characterization of such termination as a termination by the Company without Cause. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) the The Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation Continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iviii) continuationContinuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoingforegoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1i) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee pursuant to clause (A) above (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2ii) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv7(d)(iii), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month month; and
(iv) Reimbursement of Employee’s reasonable, documented outplacement expenses for up to 6 months, not to exceed $10,000 in the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Codeaggregate. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s Executive's employment hereunder at any time without Cause, effective upon Employee’s receipt of Cause by written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability)Executive, Employee shall be entitled toin which event:
(i) the Accrued Obligations; andCompany shall continue to pay Executive his Annual Salary, as in effect on the date of the termination of Executive's employment, for a period of months equal to the Severance Period (the term "Severance Period," as used herein, shall mean the lesser of 36 or the number of months in the period from the date of the termination of Executive's employment hereunder to the date Executive attains the age 65);
(ii) the Company shall pay to Executive, in equal installments over a period of months equal to the Severance Period, an amount 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 STI Award successor plan) in respect of any completed the three most recent complete fiscal year that has ended years of the Company prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; andof 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) continuation 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 the earlier to occur of payment the third anniversary of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following of termination or the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during date Executive attains the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Termage 65; provided, however, that as a condition in the event that medical, long-term disability, dental and life insurance benefits cannot be provided under appropriate group insurance policies of the Company’s providing , an amount equal to the continuation premium necessary for Executive to purchase directly the same level of health benefits described herein, coverage in effect immediately prior to the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees termination of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits employment shall be provided on a fully taxable basis, based on 100% of added to the monthly premium cost of participation in the self-insured plan less any portion required Company's payments to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided Executive pursuant to this Section 8(d)(iv8.
(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 or the date Executive attains the age 65; and
(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), Employee shall receive an additional payment, such that, after payment 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 Employee Company (e.g., stock options and shares of all federal, state, local restricted stock) shall immediately become fully vested and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains fully exercisable;
(or has had paid vii) notwithstanding anything to the Internal Revenue Service on his behalf) 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 "Compensation" under the BRP for each such taxes additional year of Credited Service shall be deemed to be an amount equal to the sum of (x) Executive's Annual Salary in effect immediately prior to the date of the termination of Executive's employment and (y) the greater of (A) the average annual incentive bonus payment 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 preceding the date of the termination of Executive's employment or (B) 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
(viii) in the event Executive's employment is terminated prior to Executive's Early Retirement Date (as Employee defined in the BRP), then notwithstanding Section 8.01 of the BRP or any other provision of the BRP, Executive shall be entitled to receive benefits under the BRP commencing on the date Executive attains age 55, with the amount of such benefits determined in accordance with the early retirement provisions of Appendix A of the BRP. If Executive is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Grossor other taxes on any medical, long-Up”). In no event shall the Tax Gross-Up be term disability, dental or life insurance benefits provided or paid to Employee later than Executive pursuant to this Section 8, then the end Company shall pay to Executive an amount of the taxable year following the taxable year in which cash sufficient to "gross-up" such benefits or payments so that Executive's "net" benefits received under this Section 8 are not diminished by any such taxes that are paid. Furthermore, no continuation of coverage shall be provided imposed with respect to the extent it results in adverse tax consequences same or the Company's gross-up hereunder with respect to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementtaxes.
Appears in 1 contract
Sources: Employment Agreement (First National Bankshares of Florida Inc)
Termination by the Company Without Cause. 8.5.1 The Company may employment of Officer shall terminate Employee’s employment at any time without Cause, effective immediately upon Employee’s receipt delivery to Officer of written notice of such termination. In termination by the event Employee’s Company, which shall be deemed to be "without cause" unless termination is expressly stated to be pursuant to Sections 8.1 or 8.2.
8.5.2 Upon termination of this Officer's employment is terminated pursuant to this Section 8.5, the Company shall pay to Officer, on the Termination Date, a lump sum payment of an amount equal to (x) all accrued and unpaid salary and other compensation payable to Officer by the Company without Cause and all accrued and unused vacation and sick pay payable to Officer by the Company with respect to services rendered by Officer to the Company through the Termination Date, and (other than due to death or Disability), Employee shall be entitled to:
(iy) the Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Officer would have earned as Base Salary during the Severance Term, payable in accordance with remaining scheduled Term of the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty Amended Agreement (60) days following computed without regard to the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided Amended Agreement pursuant to this Section 8(d)(iv8.5), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) plus an amount equal to such taxes as Employee five times (i) in the event no previous bonus has been paid or is required payable pursuant to pay as a result this Amended Agreement, 20% of Officer's Base Salary, or (ii) in the event at least one bonus has been paid or is payable to Officer, the greater of (a) the last annual bonus paid or payable to Officer pursuant to this Amended Agreement; and (b) the average annual bonus based on all annual bonuses paid or payable to Officer pursuant to this Amended Agreement. In addition to the foregoing, and notwithstanding the provisions of any other agreement to the contrary, (x) all options to purchase the Common Stock of the inclusion Company which have been granted to Officer shall become immediately exercisable on the Termination Date and, notwithstanding any other agreement to the contrary, shall remain exercisable for the full term of each such option, and (y) the Company shall continue to provide to Officer all other benefits that would otherwise be payable to Officer pursuant to Sections 4.4.2, 4.4.3 and 4.4.4 hereof for the remaining scheduled Term of the Taxable Cost in income during such calendar month Amended Agreement (computed without regard to the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end termination of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided Amended Agreement pursuant to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d8.5), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment without Cause (as defined below) at any time without Cause, effective during the Employment Period upon Employee’s receipt of written notice of such terminationto Executive provided in accordance with Section 8 below. In the event EmployeeIf Executive’s employment is terminated by as provided in this Section 4(a), the Company without Cause shall, upon the Date of Termination, or in the case of obligations described in clause (other than iv) below, as such obligations become due to death Executive, pay or Disabilityprovide to Executive, (i) Executive’s earned but unpaid Base Salary accrued through such Date of Termination, (ii) accrued but unpaid vacation time through such Date of Termination, (iii) reimbursement of any properly submitted business expenses incurred by Executive prior to the Date of Termination that are reimbursable under Sections 3(g) or 3(i) above, and (iv) any vested benefits and other amounts due to Executive under any plan, program or policy of the Company (together, all of these benefits shall be referred to as the “Accrued Obligations”). The Accrued Obligations will be paid to Executive as soon as practicable, in accordance with applicable law, but in no event later than thirty (30) days following the Date of Termination (provided, in the case of reimbursable expenses, that such expenses have been properly submitted to the Company within at least fourteen (14) calendar days following the Date of Termination). In addition, subject to Sections 4(g) and 4(i) below, Executive’s execution and non-revocation of a binding Release (as defined below) in accordance with Section 4(h) below and Executive’s continued compliance with the Confidentiality Agreement (as defined below), Employee Executive shall be entitled to:to the following payments and benefits from the Company (together, all of these benefits shall be referred to as the “Severance”):
(i1) payment of one hundred percent (100%) of Executive’s Base Salary at the Accrued Obligations; and
rate in effect as of the Date of Termination, in substantially equal installments for a period of twelve (ii12) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day months following the termination date; and
(iii) continuation Date of payment of Base Salary during the Severance TermTermination, payable in accordance with the Company’s regular normal payroll practicesprocedures applicable to senior executives of the Company, as in effect from time to time (but commencing on no less often than monthly), provided, that payment of the amounts described in this Section 4(a)(1) shall not commence until the Company’s first payroll date occurring on or after the thirtieth (30th) day following the date Date of Termination (the “First Payroll Date”) and any amounts that is sixty would otherwise have been paid prior to the First Payroll Date shall instead be paid on the First Payroll Date;
(602) subject to Executive’s proper election to continue healthcare coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”),for a period of twelve (12) months from the Date of Termination, the Company will pay Executive the difference between Executive’s COBRA premiums (in respect of COBRA benefits to be provided through third-party insurance maintained by the Company under the Company’s benefit plans for Executive and his legal dependents to the extent each such individual received healthcare coverage provided by the Company immediately prior to such termination of employment), and the cost to Executive of such coverage immediately prior to such termination (subject to premium increases affecting participants in such plan(s) generally). The Company shall provide this premium cost offset in a manner that causes such COBRA benefits to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), provided, that if during the twelve (12) month period, any plan pursuant to which such benefits are to be provided ceases to be exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), then an amount equal to each such remaining premium cost offset shall thereafter be paid to Executive as currently taxable compensation in substantially equal monthly installments over the remainder of the twelve (12) month period; following such twelve (12)-month continuation period, any further continuation of such coverage under applicable law shall be at Executive’s sole expense; and
(3) a pro-rated portion of Component A of the Synergy Bonus that would otherwise become payable in respect of the quarter in which the Date of Termination occurs (if any), had Executive remained employed by the Company through the last day of such quarter, determined by multiplying twenty-thousand dollars ($20,000) by a fraction, the numerator of which equals number of days elapsed in such quarter through the Date of Termination and the denominator of which equals ninety-one point twenty-five (91.25). Such bonus shall be paid to Executive as soon as reasonably practicable following Executive’s Date of Termination, but in no event later than ninety (90) days following the termination date, which first Date of Termination. Each payment under this Section 4(a)(1)(2) and (3) above shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that be treated as a condition of separate payment for the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning purposes of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.409A.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), and (except with respect to payment of the Accrued Obligations) subject to the Employee’s execution of the Release of Claims (as described in Section 8(g) below), Employee shall be entitled toto the additional benefits below:
(i) Payment of the Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Employee’s monthly Base Salary for each month during the Severance Term, payable which shall be paid in accordance with the Company’s regular payroll practices, but commencing on ;
(ii) If and to the first payroll date following extent that the Employee is able to continue her participation in the Company’s group health and/or dental insurance from and after the date of termination in accordance with the terms of the benefits plans or applicable law and Employee so elects to continue such coverage, an amount equal to the monthly premium payment that is sixty (60) days following the termination date, which first payment shall include payments relating Company was contributing to such initial sixty coverage on Employee’s behalf as of the date of termination, adjusted for any premium increase and on an after-tax basis, for each month from the date of termination through the earlier to occur of (60i) the expiration of Employee’s COBRA eligibility period, and (ii) the last day period; and
(iv) continuation, during of the Severance Term; provided, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation payments pursuant to provide such continuation of benefits this clause (ii) shall terminate prior to cease earlier than the expiration of the Severance Term in the event that Employee becomes eligible to receive any comparable health and dental benefits while employed by or providing service towith a subsequent employer, in any capacityincluding through a spouse’s employer, any other business or entity during the Severance Term; provided, however, . Any payments under this clause (ii) shall be made at the same time that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage payments under COBRAclause (i) are made. Notwithstanding the forgoingforegoing, if such health the payments and benefits are provided described in this section shall immediately terminate, and the Company shall have no further obligations to employees Employee with respect thereto, in the event that Employee breaches any provision of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the CodeConfidentiality Agreement. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits and the Accrued Obligations.
Appears in 1 contract
Sources: Employment Agreement (BeiGene, Ltd.)
Termination by the Company Without Cause. The Company Notwithstanding anything to the contrary contained in this Agreement or the Offer Letter, Executive's employment may terminate Employee’s employment be terminated at any time by the Company without Cause, effective upon Employee’s receipt of written notice of such terminationcause or reason. In the event Employee’s If Executive's employment is terminated by the Company without Cause (other than due to death cause or Disability), Employee shall be entitled to:
(i) the Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate reason prior to the expiration of the Severance Initial Term, then (i) the Company shall pay to Executive within thirty (30) days after the date of such termination Executive's "Accrued Compensation" (as defined in Section 6(e) below); and (ii) the Company shall pay to Executive within thirty (30) days after the date of such termination severance in a lump sum payment equal to one hundred and fifty percent (150%) of the then current Annual Base Salary. If Executive's employment is terminated by the Company as of the end of the Initial Term by reason of non-renewal pursuant to a Notice of Non-Renewal, then (i)the Company shall pay to Executive within thirty (30) days after the date of such termination Executive's "Accrued Compensation" (as defined in Section 6(e) below); and (ii) the event that Employee becomes eligible Company shall pay to Executive within thirty (30) days after the date of such termination severance in a lump sum payment equal to one hundred percent (100%) of the then current Annual Base Salary. If Executive's employment is terminated by the Company without cause during an Extended Year or if Executive's employment is terminated by the Company as of the end of any Extended Year by reason of non-renewal pursuant to a Notice of Non-Renewal, then (i) the Company shall pay to Executive within thirty (30) days after the date of such termination Executive's "Accrued Compensation" (as defined in Section 6(e) below); and (ii) the Company shall pay to Executive within thirty (30) days after the date of such termination severance in a lump sum payment equal to one hundred percent (100%) of the then current Annual Base Salary. Executive shall not be entitled to receive any health benefits while employed by other compensation, severance or providing service tosimilar pay under this Agreement or the Offer Letter, in or under any capacityseverance or similar plan of the Company or Korn/Ferry, any other business or entity during the Severance Term; otherwise, provided, however, that as a condition of Company shall reimburse Executive for expenses incurred through the Company’s providing Termination Date. Notwithstanding anything contained in this Agreement or the continuation of health benefits described hereinOffer Letter to the contrary, the severance payments provided for in this Section 6(d) shall only be payable if Executive executes and delivers to the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees a general release agreement in favor of the Company generally through and Korn/Ferry (and their Affiliates), in form and substance satisfactory to the Company. If Executive fails, refuses or neglects to execute and deliver such a self-insured arrangementgeneral release agreement, Executive shall not be entitled to receive the severance payments provided for under this Section 6(d) and Employee qualifies as a “highly compensated individual” (within shall not be entitled to receive any other compensation, severance or similar pay under this Agreement or the meaning of Section 105(h) Offer Letter, or under any severance or similar plan of the Code)company or Korn/Ferry, (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementotherwise.
Appears in 1 contract
Termination by the Company Without Cause. The Other than in the event of a Change of Control, the Company may terminate Employeethis Agreement and the Executive’s employment at any time time, without Cause, effective upon Employee’s receipt of the Company (a) providing the Executive with six (6) months’ written notice (the " Termination Date”); (b) a pro- rata portion of such terminationthe Annual Cash Bonus based on the Active Work Time up to the Termination Date and (c) continuing to pay the premiums required to maintain the Executive’s participation in the benefits plans in which Executive then participates for the minimum period required by applicable legislation providing any other minimum amounts, if any, to which the Executive may be entitled pursuant to applicable legislation. In Notwithstanding the foregoing, in the event Employee’s employment the Executive is terminated by the Company, without cause, following the resignation, termination or replacement of the Chief Executive Officer of the Company, the Company without Cause shall provide the Executive with: (a) nine (9) months’ Base Salary in lieu of notice plus one (1) month’s pay in lieu of notice for each completed year of service following the Start Date to a total maximum of eighteen (18) months (such actual period the “CEO Change Severance Period”), (b) allowing for the immediate vesting of all unvested RSUs that would have vested during the twelve (12) month period following the Termination Date, (c) pro-rata payment of the Annual Cash Bonus based on the Active Work Time up to the Termination Date and (d) continuing to pay the premiums required to maintain the Executive’s participation in the benefits plans in which he then participates for the minimum period required by law. The Executive acknowledges that the foregoing amounts are fair and reasonable and are intended to satisfy the Executive’s entire entitlement to notice of termination or pay in lieu of notice and redundancy pay (if applicable) under any applicable statute, the common law and/or contract. No further notice or payment of any kind whatsoever will be required with the exception of any Accrued Obligations or any other minimum amounts, if any, to which the Executive may be entitled pursuant to applicable legislation. For absolute clarity, in no event will the Executive receive less notice of termination, pay in lieu of notice or a combination of notice and pay in lieu of notice, severance pay, benefit coverage, or leave than Executive’s entitlements under applicable legislation. The payments and benefits provided for in Sections 10.1 or 10.2, other than due the entitlement to death or Disability)the statutory period of notice, Employee shall be entitled to:
statutory redundancy pay (iif any) the Accrued Obligations; and
(ii) any unpaid STI Award in respect and payment of any completed fiscal year that has ended prior accrued but unused entitlements as applicable under legislation, are conditional on Executive executing and delivering to the date Company a separation agreement that, to the Company’s satisfaction, includes a full release of such terminationall claims that Executive has against the Company, which amount shall be paid its affiliates and subsidiaries and each of their respective directors, officers, employees and agents (the “Release”). The Release must become enforceable and irrevocable on the sixtieth or before ninetieth (60th90th) day following the termination date; and
(iii) continuation of payment of Base Salary during Termination Date. If the Severance Term90-day period spans two tax years, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term this Section 9 will be made in the event that Employee becomes eligible second tax year. If Executive fails to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during execute without revocation the Severance Term; provided, however, that as a condition Release (through no fault of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall Executive will be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid entitled to the Internal Revenue Service on his behalfAccrued Obligations and statutory notice and redundancy pay (if any) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In only and no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this AgreementSections 10.1 or 10.2. Executive’s compensation in connection with a termination without Cause or resignation for Good Reason will be subject to review including with respect to severance protection following a Fundamental Change that is in line with those of other similarly situated executives of the Company.
Appears in 1 contract
Sources: Executive Employment Agreement (TMC the Metals Co Inc.)
Termination by the Company Without Cause. You shall be an at-will employee. The Company may terminate Employee’s your employment under this Agreement at any time without Causeand for any reason or no reason. However, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by if the Company terminates your employment without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) the Accrued Obligations; and
Company shall pay you your base salary and accrued and unused vacation earned through the date of termination at the rate then in effect, less standard deductions and withholdings and (ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior the Company shall continue to the date of such terminationpay to you as severance, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable Company’s regular pay days and in accordance with the Company’s regular normal payroll practices, but commencing on the first payroll date your base salary then in effect for a period of twelve (12) months following the date of termination (subject to any delay in payment described below), less standard deductions and withholdings; provided that is sixty in order to be eligible for said severance payments pursuant to the foregoing clause (60ii) you shall be required to execute and deliver to the Company a release of claims substantially in the form of Exhibit A (the “Release”) within the time period specified therein, but in no event later than forty-five days following the your termination date, which first payment of employment and you shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes not be eligible to receive any health benefits while employed by such severance payment or providing service to, in any capacity, any other business or entity during acceleration until the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits date on which said release shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee become effective (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-UpRelease Effective Date”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as Notwithstanding any other payment schedule set forth in this Agreement, none of the payments described in this Section 8(d)4.1.3 (the “Severance Benefits”) will be paid or otherwise delivered prior to the Release Effective Date. On the first regular payroll pay day following the Release Effective Date, Employee shall the Company will pay you the Severance Benefits you would otherwise have no further rights to any compensation or any other benefits received under this AgreementAgreement on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the Severance Benefits being paid as originally scheduled.
Appears in 1 contract
Sources: Employment Agreement (Senomyx Inc)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that he fully executes and does not revoke an effective Release of Claims as described in Section 7(g), Employee shall be entitled to:
eligible for: (i) the The Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination dateThe Severance Benefits; and
(iii) continuation At the end of payment of Base Salary during the Severance Term, payable the Retention Bonus Amount; and (iv) If such termination without Cause and the Date of Termination occur within eighteen (18) months after a Sale Event (as such term is defined in accordance with the Company’s regular payroll practices2010 Stock Option and Incentive Plan), but commencing on acceleration of the first payroll date following vesting of 100% of Employee’s then outstanding unvested equity awards, such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the date that is sixty Date of Termination (60the “Accelerated Equity Benefit”), in which case Employee shall have ninety (90) days following from the termination dateDate of Termination to exercise the vested equity awards. Notwithstanding the foregoing, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance TermBenefits shall immediately terminate, of and the health benefits provided Company shall have no further obligations to Employee and his covered dependants under the Company’s health planswith respect thereto, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive breaches any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition provision of the Company’s providing Confidentiality Agreement or the continuation Release of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRAClaims. Notwithstanding the forgoing, if Any such health benefits are provided to employees termination of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of payment or benefits shall be provided have no effect on a fully taxable basis, based on 100% the Release of the monthly premium cost Claims or any of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the afterpost-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid obligations to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the CodeCompany. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of (i) the Severance Benefits (and, in the case of such a termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to his execution of the Release of Claims, (ii) the Accrued Obligations, and (iii) at the end of the Severance Term, the Retention Bonus Amount, subject to his execution of the Release of Claims. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company and/or hereby authorizes deductions from future Severance Benefit amounts.”
Appears in 1 contract
Sources: Employment Agreement (Aegerion Pharmaceuticals, Inc.)
Termination by the Company Without Cause. The Company may terminate Employeethe Executive’s employment at any time employment, without CauseCause as defined in Section 5(a), effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by in which case the Company without Cause (other than due to death or Disability)shall pay the Executive the following, Employee shall be entitled toless withholdings required by law:
(i) all accrued but unpaid Base Salary to the Accrued Obligations; andTermination Date;
(ii) any all accrued but unpaid STI Award in respect of any completed fiscal year that has ended prior vacation pay to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; andTermination Date;
(iii) continuation of payment of equal to the Base Salary during for the Severance Term, payable in accordance with remainder of the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day periodTerm of this Agreement; and
(iv) continuationif the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), during the Severance Term, Company shall reimburse the Executive for the monthly premiums associated with continuation of the health benefits provided to Employee Executive and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits dependents’ insurance coverage. Such reimbursement shall terminate prior be paid to the expiration Executive on the 3rd day of the Severance Term month immediately following the month in which the event that Employee Executive timely remits the premium payment (with the first such payment to be made on the first such date after the 52nd day following the Termination Date and shall include all amounts owed and due to be paid to the Executive but not paid due to such delay). The Executive shall be eligible to receive such reimbursement until the earliest of (x) the 18 month anniversary of the Termination Date; (y) the date the Executive is no longer eligible to receive COBRA continuation coverage; and (z) the date on which the Executive becomes eligible to receive any health benefits while employed by or providing service substantially similar coverage from another employer. Prior to, and as a condition to, receiving the payments in this Section 5(d) (other than payments pursuant to Sections 5(d)(i) and (ii)), the Executive agrees to execute a full and final release in favor of the Company, in a form satisfactory to the Company not later than fifty-two (52) days following the Termination Date. The above amounts will be paid in a single lump sum not later than fifty-two (52) days after the Termination Date subject to the fulfillment of the provision of a full and final release no later than the end of such 52-day period; provided that the payments contemplated by Section 5(d)(iv) shall be reimbursed as set forth in Section 5(d)(iv). The above amounts shall not be subject to the requirement of mitigation, nor reduced by any capacity, actual mitigation by the Executive. The right to receive any other business or entity during of the Severance Termabove payments shall be forfeited if the required full and final release has not been received before the end of the 52-day period; provided, however, that as if such 52- day period begins in one taxable year and ends in a condition of the Company’s providing the continuation of health benefits described hereinsecond taxable year, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits payment date shall be provided on a fully taxable basis, based on 100% deemed to be the later of (i) the monthly premium cost of participation first business day in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which the NAI-1▇▇▇▇▇▇▇▇▇▇2 Executive’s “separation from service” occurs or (ii) the last day of such taxes 52-day period. The payments referred to in Section 5(d) are paid. Furthermore, no continuation inclusive of coverage shall any termination and/or severance payments that may be provided to the extent it results in adverse tax consequences to the Company required under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementapplicable law.
Appears in 1 contract
Sources: Executive Employment Agreement (SAExploration Holdings, Inc.)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt Upon Termination of written notice of such termination. In the event Employee’s employment is terminated Participant by the Company or a Subsidiary or Affiliate without Cause (other than due to death or Disabilitya Termination under circumstances described in paragraph (c), Employee shall be entitled to:
(d) or (f) of this Section 4 or other than an event described in paragraph (b) of this Section 4), (i) a portion of the Accrued Obligations; and
Option shall vest and become exercisable as of the date of such Termination, determined by multiplying the number of Shares subject to the Option by a fraction, the numerator of which is the number of days Participant was employed (iiincluding the date of such Termination) any unpaid STI Award during the full vesting period and the denominator of which the number of days in respect the full vesting period, reduced by the number of any completed fiscal year Shares subject to the Option that has ended have already vested by their terms prior to the date of such termination, which amount shall be paid on Termination and (ii) to the sixtieth (60th) day following the termination date; and
(iii) continuation extent exercisable as of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty of such Termination (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior including those Shares subject to the expiration of the Severance Term in the event Option that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided become vested exercisable pursuant to this Section 8(d)(iv(4)(e)), Employee the Option shall receive an additional paymentthereafter be exercisable for a period of 90 days from the date of such Termination or the Expiration Date, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the if earlier. Any portion of the Taxable Cost in income during Option that is not exercisable as of the date of such calendar monthTermination (and that does not become vested and exercisable pursuant to this Section 4(e)) as of the date of such Termination) shall be immediately forfeited on such date. For the avoidance of doubt, Employee retains (or has had paid i) Section 15.1(a) of the Plan shall not apply to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided Option to the extent it results in adverse tax consequences such provision conflicts with this Section 4(e) and (ii) if a Participant is eligible for Retirement pursuant to paragraph (c) of this Section 4 at the time the Participant otherwise would experience a Termination pursuant to paragraph (a) or this paragraph (e) of this Section 4, the Participant’s Termination shall be deemed a Retirement and the provisions of paragraph (c) with respect to the Company under Section 4980D Option shall prevail and be given effect. In the event the Participant is eligible for Retirement pursuant to paragraph (c) of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d4 at the time the Participant otherwise dies or becomes Disabled pursuant to paragraph (b) of this Section 4 or at the time the Participant otherwise experiences a Termination pursuant to paragraphs (d) or (f) of this Section 4, such Termination shall not be deemed a Retirement and paragraph (b), Employee (d) or (f), as applicable, shall have no further rights to any compensation or any other benefits under this Agreementprevail and be given effect.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) the Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 W−2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate EmployeeExecutive’s employment at any time without Cause, effective immediately upon Employee’s receipt of written notice thereof or on such later date as may be set forth in the notice of such termination. In the event Employeethat, during the Term, Executive’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee Executive shall be entitled to:
eligible for the Accrued Obligations, and, provided that Executive fully executes (and does not revoke) the Release of Claims as described in Section 7(h), Executive shall also be eligible for (i) the Accrued Obligations; and
Severance Benefits and (ii) any unpaid STI Award in respect of any completed fiscal year reimbursement for Executive’s (and Executive’s eligible dependents’) health care continuation (COBRA) premiums for twelve (12) months following such termination (provided that has ended prior to (A) such COBRA benefits shall not be provided beyond the date of on which Executive obtains comparable coverage from a subsequent employer and (B) such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall not be provided to the extent that the Company determines that it results would result in adverse tax consequences any fine, penalty or violation of law for being a discriminatory benefit or otherwise) (the “COBRA Benefits”). 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 under Section 4980D (except that Executive may retain the first $1,000 of Severance Benefits, which Executive acknowledges and agrees will be adequate consideration for the Release of Claims), in the event that Executive breaches any provision of the CodeConfidentiality and Invention Assignment Agreement or the Release of Claims. Any such termination, 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 such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d7(d), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Executive’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits 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 may terminate Employee’s employment at any time without In the absence of Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause (other than due to death or Disability)may, Employee at its sole discretion terminate your employment, and in such event the Company’s sole obligations shall be entitled tobe:
(i) to pay to you any compensation and accrued PTO and unreimbursed expenses, if any, that shall have been earned by you or accrued as of the Accrued Obligations; anddate of termination but not yet paid.
(ii) any unpaid STI Award To provide you with a pro rated Bonus, calculated as the Bonus that would have been paid during the year of termination multiplied by a fraction, the numerator of which shall be the number of days you worked in respect the applicable calendar year and the denominator of any completed fiscal year that has ended prior which shall be equal to the date total number of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; anddays in that year.
(iii) continuation to provide you with a severance payment in the amount of payment six (6) months of Base Salary during Annual Salary, subject to applicable payroll timing and taxes and deductions, if the termination without cause occurs prior to November 1, 2020, and nine (9) months of Annual Salary, subject to applicable payroll timing, taxes and deductions, if the termination without cause occurs after such date (the “Severance Term, Payment”). The Severance Payment shall be payable over time in accordance with the Company’s regular standard payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and.
(iv) continuation, during In addition to the Severance TermPayment, your remaining unvested Options will immediately vest on a pro-rata basis based upon the number of months worked compared to the 36-month total vesting period under the Options, subject to the terms of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s TerrAscend Corp SOP. The Company shall have no obligation to provide such continuation of benefits shall terminate prior you with the Severance Payment until you execute and deliver to the expiration Company a mutual release agreement in a form similar to Schedule “B” attached hereto, which shall be modified to be enforceable in the legal jurisdiction governing your employment and to memorialize the intent of the Parties upon separation (“Severance Term Agreement”). Should you elect not to execute and deliver the Severance Agreement, you shall only be entitled to receive to the accrued wages to which you are entitled pursuant to any applicable employment law. Unless otherwise agreed, the various payments set forth in this paragraph 14 (d) shall constitute your sole payment from, and remedy against, the Company, its members, officers, directors, shareholders, executives and agents, except with respect to your entitlement to indemnification and/or any remedies that may be available to you at law or in equity in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Company breaches the Severance Term; providedAgreement. Further, however, you understand and agree that as a condition of this provision shall apply to you throughout your employment with the Company’s providing the continuation , regardless of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation its duration or any other benefits under this Agreementchanges to your position, reporting relationship, title, duties or compensation.
Appears in 1 contract
Termination by the Company Without Cause. The Executive’s employment with the Company may terminate Employee’s employment be terminated at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by the Company without Cause Cause. If the Company terminates Executive’s employment without Cause, the Company shall have the following obligations to Executive (but excluding any other than due obligation to death or Disability), Employee shall be entitled to:Executive pursuant to this Agreement):
(ia) payment of the Accrued Obligations;
(b) the continuation of his Base Salary, as severance, for a period of two years (“Severance Period”), provided that the Base Salary for the first six months of the Severance Period shall be paid to Executive in a lump sum at the end of such six-month period in accordance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”); provided further that such delay in payment will not apply to the extent that guidance issued under Section 409A allows payment to be made when otherwise due without subjecting Executive to additional taxes under Section 409A;
(c) if Executive timely elects to continue his health insurance pursuant to COBRA, the Company shall pay that portion of the premium that it pays for active employees with similar coverage for a period of 18 months or, if earlier, until such time as Executive is eligible for comparable coverage with a subsequent employer (and Executive shall promptly notify the Company if he becomes eligible for comparable coverage); provided that Executive shall pay the amount of the employer portion of the applicable premiums for the first six months of the Severance Period, which amount will be reimbursed to him in a lump sum at the end of such six-month period, provided further that Executive shall not be required to pay the employer portion of the premiums for the first six months of the Severance Period to the extent that guidance under Section 409A allows such premiums to be paid by the Company without subjecting Executive to additional taxes under Section 409A; and
(iid) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount Executive’s Profits Interest shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term treated as set forth in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance TermPlan Documents; provided, however, that as a condition of the Company’s providing the continuation of health such salary and benefits described herein, and the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees continued vesting of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” Profits Interest shall cease on the occurrence of any circumstance or event that would constitute Cause under Section 4.1 of this Agreement (within the meaning of Section 105(h) including any breach of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation restrictive covenants contained in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation 5 below or any other benefits under this Agreementsimilar restrictive covenants to which Executive is bound).
Appears in 1 contract
Sources: Employment Agreement (Emdeon Inc.)
Termination by the Company Without Cause. The Company may terminate Employee’s your employment at any time without Cause, effective upon Employee’s receipt of Cause by giving you 14 days’ advance written notice of such termination; provided, however, the Company may elect to restrict your access to the Company’s offices, employees, customers, suppliers, properties, and Confidential Information during the 14-day notice period. In the event Employeeof a termination without Cause hereunder, the Company’s employment is terminated by sole obligation shall be to pay, maintain or reimburse you the items enumerated in (i) to (iii) below, which obligation shall be effective only upon your prior execution and delivery to the Company without Cause of a release (other than due and the expiration of any period during which you could lawfully revoke or rescind such release) of any and all claims by you against the Company and its officers, directors, employees, subsidiaries and affiliates, except for claims based on the Company’s failure to death pay or Disability), Employee shall be entitled toprovide to you the items enumerated below:
(i) The Company will pay you the Accrued Obligations; and
(ii) earned but unpaid portion of your Basic Salary and any unpaid STI Award in respect of any earned bonus for a bonus period that was completed fiscal year that has ended prior to the date of termination of your employment (the “Earned Basic Salary”).
(ii) The Company will continue to pay you your Basic Salary for an additional six months after the date of termination of your employment (the “Severance Period”) minus any deductions required by law for taxes or otherwise (the “Salary Termination Benefit”). Any such payments will immediately end if (A) you are in violation of any of your obligations under this Agreement, including Sections 5, 6 and/or 7 hereof; or (B) the Company, after your termination, which amount shall be paid on learns of any facts about your job performance or conduct that would have given the sixtieth (60th) day following the termination date; andCompany Cause, as defined in Section 8(b), to terminate your employment;
(iii) continuation If you were employed by the Company for more than one-half of the number of days in the applicable bonus period, then the Company will pay you a Pro-Rated Bonus (as defined below) if you are eligible under a bonus plan which is based on the financial performance of the Company and which is in effect at the time of your termination but which provides that you must be employed beyond the date of your termination to earn the bonus. Such Pro-Rated Bonus, if any, will be paid at the same time and in the same form that other similarly situated Company employees are paid under the same bonus plan, except that your payment of Base Salary will be ratably reduced to reflect that you did not remain employed during the Severance Term, entire bonus period. The “Pro-Rated Bonus” means the bonus that would have been payable in accordance with to you had you remained employed by the Company’s regular payroll practices, but commencing Company throughout the bonus period and based on the first payroll date following actual performance of the date that Company for the entire bonus period, pro-rated by multiplying such amount by a fraction, the numerator of which is sixty (60) the number of days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate bonus period which occurred prior to the expiration date of your termination of employment, and the Severance Term denominator of which is the number of days in the event that Employee becomes eligible to receive bonus period (e.g., 365 days for an annual bonus plan, 182.5 days for a semi-annual bonus plan, etc.). The Pro-Rated Bonus will not include any health benefits while employed by or providing service toamount for a bonus plan, in any capacity, any other business or entity during the Severance Term; provided, howeverif any, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, is based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreementindividual performance criteria.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon by action of a majority of the entire membership of its Board of Directors terminate Employee’s receipt of written notice of such termination. In the event Employee’s 's employment is terminated by the Company without Cause (other than due to death or Disability), as defined below) by giving Employee shall notice of the effective date of termination (which effective date may be entitled to:
(i) the Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on notice) (the sixtieth (60th) day following the "Date of Termination"). A voluntary termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is by Employee within sixty (60) days after the Company has reduced his status, materially reduced his responsibilities or reduced his salary in a manner not applied to all executive officers of the Company will be deemed to be termination by the Company without Cause. In the event of such termination, the Company shall have the obligation to pay Employee the following:
(1) Through the Date of Termination, the Company shall pay Employee his full base salary at his then current annual rate of pay, and continue the benefits in effect at the time notice of termination is given.
(2) In lieu of any further salary payments to Employee for periods subsequent to the Date of Termination, the Company shall pay as severance to Employee a lump sum payment (the "Severance Payment") equal to 1.0 times the annual compensation (as described in the next succeeding sentence) which was payable to Employee by the Company (or any corporation affiliated with the Company ("Affiliate") as that term is defined in Section 1504 of the Internal Revenue Code of 1986, as amended (the "Code")) for the twelve (12) calendar months preceding the Date of Termination. Compensation payable to Employee by the Company (or an Affiliate) shall mean his base salary and bonus includible in his gross income in respect to his employment by the Company (or an Affiliate).
(3) The Severance Payment shall be in lieu of any other severance payment offered by the Company and applicable to Employee.
(4) In the event of a Change in Control, the payments provided for in subsection (2), above, shall be made not later than the fifth day following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, Date of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance TermTermination; provided, however, that as a condition if the amount of such payments, and the Company’s providing the continuation of health benefits described hereinlimitation on such payments set forth in subsection (3), above, cannot be finally determined on or before such day, the Company may require shall pay Employee to elect continuation coverage under COBRA. Notwithstanding on such day an estimate, as determined in good faith by the forgoingCompany, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, minimum amount of such payments and Employee qualifies shall pay the remainder of such payments (together with interest at the applicable federal rate as a “highly compensated individual” (within the meaning of defined in Section 105(h) 1274 of the Code)Code or such other minimum rate which will not cause imputation of income for its purpose, (1hereafter referred to as the "Applicable Rate") such continuation of benefits shall as soon as the amount thereof can be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation determined but in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end thirtieth day after the Date of Termination. In the event that the amount of the taxable year following estimated payments exceeds the taxable year in which amount subsequently determined to have been due, such taxes are paid. Furthermore, no continuation of coverage excess shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment constitute a loan by the Company without to Employee, payable on the fifth day after demand by the Company (together with interest at the Applicable Rate).
(5) If Employee's employment shall be terminated by the Company other than for Cause, except as set forth then for a twenty-four (24) month period after the Date of Termination the Company shall, at Employee's request made within sixty (60) days after the Date of Termination, arrange to provide Employee with health and life benefits substantially similar to those which Employee was receiving immediately prior to the Notice of Termination unless and until Employee receives such benefits from a subsequent employer. The cost of the benefits provided for in this the preceding sentence shall be borne by the Company for the first twelve (12) months after the Date of Termination. The determination of whether any of such benefits would result in a reduction of the Severance Payment and, if so, by how much shall be made, at the Company's expense, by Tax Counsel and transmitted to Employee within ten (10) days after the Date of Termination.
(6) If Employee's employment shall be terminated by the Company other than for Cause, all options granted in Section 8(d), Employee 4(e) hereof shall have no further rights accelerate to any compensation or any other benefits under this Agreementbe immediately exercisable.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employeethe Executive’s employment at any time without Cause, effective upon Employee’s receipt delivery to Executive of written notice of such termination. In the event EmployeeExecutive’s employment is terminated by the Company without Cause (other than due to death or Disability), Employee Executive shall be entitled to:
(i) the The Accrued Obligations; and,
(ii) any Any unpaid STI Award Annual Bonus in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on at such time annual bonuses are paid to other senior executives of the sixtieth Company, but in no event later than the date that is two and one-half (60th2½) day months following the last day of the fiscal year in which such termination date; andoccurred,
(iii) continuation Subject to satisfaction of the applicable performance objectives applicable for the fiscal year in which such termination occurs, an amount equal to (A) the Target 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 (2½) months following the last day of the fiscal year in which such termination occurred,
(iv) An amount equal to six (6) months of Base Salary during Salary, such amount to be paid in substantially equal payments over the 6-month period following Executive’s termination of employment (such period, the “Severance Term”), and payable in accordance with the Company’s regular payroll practices; provided, but commencing however, if such termination occurs on or following any Change in Control (as defined in the first payroll date following the date that is sixty equity documents), such amount shall instead be payable in a single lump sum within five (605) days following of such termination; Any equity or stock option grants shall be given the termination date, which first payment shall include payments relating to such initial sixty (60) day periodtreatment accorded them by the Company’s Equity Documents; and
(ivv) continuationTo the extent the Company maintains a group health plan subject to the continuation health coverage requirements of Sections 601 through 609 of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), Executive is enrolled for coverage under such group health plan and subject to an election of COBRA continuation coverage by Executive (or Executive’s covered dependents in the case of Executive’s death), on the first regularly scheduled payroll date of each month during the Severance Term, payment of an amount equal to the health benefits provided to Employee difference between the monthly COBRA premium cost and his covered dependants under the Company’s health plansmonthly contribution paid by active employees for the same coverage; provided, it being understood and agreed that the Company’s obligation to provide such continuation of benefits payments described in this clause (v) shall terminate prior to cease earlier than the expiration of the Severance Term in the event that Employee Executive becomes eligible to receive any health benefits while employed by as a result of subsequent employment or providing service to, in any capacity, any other business or entity during the Severance Term; provided, howeverNotwithstanding the foregoing, that as a condition of the Company’s providing the continuation of health payments and benefits described hereinin clauses (ii) through (v) above shall immediately terminate, and the Company may require Employee shall have no further obligations to elect continuation coverage under COBRA. Notwithstanding the forgoingExecutive with respect thereto, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less event that Executive breaches any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this provision set forth in Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code8 hereof. Following such termination of EmployeeExecutive’s employment by the Company without Cause, except as set forth in this Section 8(d7(e), Employee Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Genvor Inc)
Termination by the Company Without Cause. (a) The Company may terminate Employee’s your employment as Chief Executive Officer at any time without Cause, effective upon Employee’s receipt of Cause (as defined below) by giving you written notice of the effective date of such termination. In termination and in all respects, except as set out below, the event Employee’s termination of your employment will be effective immediately.
(b) If your employment is terminated by the Company without Cause pursuant to this Section, the Company shall pay to you as a lump sum 18 months of Base Salary, as referred to in Section 3 (other than due Base Salary) and as adjusted from time to death or Disability), Employee time in accordance with Section 4 (Annual Review) (such payment shall be entitled to:
(i) inclusive of any statutory notice entitlement). Prior to the Accrued Obligations; and
(ii) any unpaid STI Award Company making such payment, you shall deliver to the Company a release, in form and substance satisfactory to the Company, acting reasonably, in favour of the Company releasing the Company from all claims in respect of any completed fiscal year that has ended prior and all statutory notice entitlements arising from your employment with the Company.
(c) 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 shall maintain the benefits and payments set out in Section 6 (Benefits) of this Agreement (the “Maintenance Payments”) during the notice period.
(d) Notwithstanding Section 15(c), if you obtain a new source of remuneration for personal services, whether through an office, new employment, a contract for you to provide consulting or other personal services, or any position analogous to any of the foregoing, the Maintenance Payments shall terminate 6 months from the date of such termination, which amount shall be paid on termination of your employment (excluding the sixtieth (60th) day following the termination date; andnotice period).
(iiie) continuation of payment The payments of Base Salary during the Severance Term, payable and benefits set out in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment this Section 15 shall include payments relating to such initial sixty (60) day be in lieu of any applicable notice period; and.
(ivf) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described hereinIn addition, the Company may require Employee will arrange for you to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basiswith such outplacement career counselling services as are reasonable and appropriate, based on 100% of the monthly premium cost of participation to assist you in the self-insured plan less any portion seeking new executive level employment.
(g) You shall not be required to be paid by Employee (mitigate the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value amount of the Taxable Cost any payment provided for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d)15 by seeking other employment or otherwise, Employee shall have no further rights to nor will any compensation or any other benefits under this Agreementsums actually received be deducted.
Appears in 1 contract
Termination by the Company Without Cause. The Company may terminate Employeethe Executive’s employment services hereunder without Cause at any time without Cause, effective upon Employee’s receipt of written notice of to the Executive. In such terminationevent, the Executive’s employment hereunder shall terminate on the effective date specified in the notice. In the event Employeethe Executive’s employment is services hereunder are terminated by the Company without Cause (other than due to death or Disability), Employee shall be entitled to:
(i) the Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; and
(iii) continuation of payment of Base Salary during the Severance Term, payable in accordance with the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, except provided that the Executive enters into a Separation Agreement and Release of the Company and related parties substantially similar to the form attached hereto as Exhibit A, the Company shall: (i) pay the Executive an amount equal to two (2) times his Base Salary in effect on the effective date of termination plus two (2) times his Performance Bonus target for the year in which such termination occurs, and (ii) to the extent permitted by the Company’s benefit plans, provide the benefits set forth in Section 3(e) then provided to the Executive for a period of 24 months following the Executive’s termination pursuant to this Section 4(e), provided that, to the extent such continuation of one or more benefits is not permitted by the Company’s benefit plans, the Company shall pay to the Executive, within thirty (30) days after the discontinuation of any such benefit(s), a lump sum payment of reasonably equivalent value to the discontinued benefit(s). The entire amount payable under subsection (i) above shall be paid to the Executive in one lump sum payment within thirty (30) days after the effective date of termination. In addition, the Executive shall be deemed fully vested, as of the effective date of such termination, in all accrued benefits under all retirement plans (excluding any stock option plans) for which the Executive is eligible and has participated, and all such accrued benefits shall be calculated, for all purposes, as if the Executive were credited, as of the effective date of termination, with two additional years of age and/or service to the Company. Further, the Company shall reimburse the Executive for any amounts then due pursuant to Section 3(d) and shall pay the Executive’s Performance Bonus for the year preceding the year in which the Executive’s termination occurs if then due and owing, and the Executive shall have 60 days from the date of delivery of such termination notice to exercise any vested and exercisable options under the Company Stock Option Plan then in effect. The Executive shall be entitled, at his election and his sole cost and expense, to receive benefits provided pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination date Executive’s benefits as set forth in this Section 8(d)the preceding sentence. The Executive and his beneficiaries, Employee shall have be entitled to no further rights to any other compensation or any other benefits under this AgreementAgreement following, or as a result of, a termination under these circumstances.
Appears in 1 contract
Sources: Employment Agreement (Rue21, Inc.)
Termination by the Company Without Cause. The by the Company may terminate Employeeby Reason of Non-Renewal of Agreement Term, or by Executive for Good Reason. Subject to Section 5.3 below, in addition to the payments and provisions under Section 5.1, in the event of termination of Executive’s employment at any time without Causeby the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, effective upon Employee’s receipt of written notice of such termination. In the event Employee’s employment is terminated by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, provided that Executive executes a release of claims substantially in the form attached hereto as Exhibit A (other than due to death or Disabilitythe “Release”), Employee shall which Release must be entitled to:
(i) the Accrued Obligations; and
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended effective and irrevocable prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination date; andof the Executive's employment (the “Review Period”), the Company shall provide Executive with the following:
(iiia) continuation twelve (12) months of payment Executive’s base salary in effect at the time of Base Salary during the Severance Termtermination of employment, payable in accordance with according to the Company’s regular payroll practices, but commencing on the first payroll date following the date that the Release is sixty effective and irrevocable (60) days following the termination date“Payment Date”), which first payment shall include payments relating subject to such initial sixty (60) day periodcompliance with Sections 5.5 and 12.6; and
(ivb) continuationthe Company will, during the Severance Termfor a period of twelve (12) months following Executive’s termination from employment, of the health benefits provided to Employee and his covered dependants under continue Executive’s participation in the Company’s group health plans, it being understood plan and agreed dental plan and shall pay that portion of the premiums that the CompanyCompany paid on behalf of Executive and his dependents during Executive’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service toemployment, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of if the Company’s providing the continuation health insurance plan and/or dental plan does not permit such continued participation in such plan after Executive’s termination of health benefits described hereinemployment, then the Company may require Employee to elect shall pay that portion of the premiums associated with COBRA continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of that the Company generally through a selfpaid on behalf of Executive and his dependents during Executive’s employment, including any administrative fee, on Executive’s behalf for such twelve-insured arrangementmonth period; and provided, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code)further, (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month that if Executive becomes employed with another employer during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during period in which any continued health benefits are insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue such health and dental benefits, or if applicable, to pay the costs of COBRA, if Executive becomes covered under a health insurance plan of the new employer. (For purposes of this Section 8(d)(iv5.2(b), Employee the term “Executive” shall receive an additional paymentinclude, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences applicable, Executive’s spouse and any of Executive’s dependents covered under the Company’s group health plan and/or dental plan prior to the Company under Section 4980D of the Code. Following such his termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(demployment.), Employee shall have no further rights to any compensation or any other benefits under this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Intercept Pharmaceuticals, Inc.)
Termination by the Company Without Cause. The Company may terminate Employee’s employment at any time without Cause, effective upon Employee’s receipt of written notice of such termination. In the event that Employee’s employment is terminated by the Company without Cause (other than due to death or Disability) and provided that he fully executes an effective Release of Claims as described in Section 7(g), Employee shall be entitled toeligible for:
(i) the The Accrued Obligations; and;
(ii) any unpaid STI Award in respect of any completed fiscal year that has ended prior to the date of such termination, which amount shall be paid on the sixtieth (60th) day following the termination dateThe Severance Benefits; and
(iii) continuation If and only if the Date of payment Termination occurs within eighteen (18) months after a Sale Event, acceleration of Base Salary during the vesting of 100% of Employee’s then outstanding unvested equity awards (the “Accelerated Equity Benefit”), such that all unvested equity awards vest and become fully exercisable or non-forfeitable as of the Date of Termination, in which event Employee shall have ninety (90) days from the Date of Termination to exercise the vested equity awards. Notwithstanding the foregoing, the Severance TermBenefits shall immediately terminate, payable in accordance with and the Company’s regular payroll practices, but commencing on the first payroll date following the date that is sixty (60) days following the termination date, which first payment Company shall include payments relating to such initial sixty (60) day period; and
(iv) continuation, during the Severance Term, of the health benefits provided have no further obligations to Employee and his covered dependants under the Company’s health planswith respect thereto, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive breaches any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition provision of the Company’s providing Confidentiality Agreement or the continuation Release of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRAClaims. Notwithstanding the forgoing, if Any such health benefits are provided to employees termination of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of payment or benefits shall be provided have no effect on a fully taxable basis, based on 100% the Release of the monthly premium cost Claims or any of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the afterpost-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid obligations to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results in adverse tax consequences to the Company under Section 4980D of the CodeCompany. Following such termination of Employee’s employment by the Company without Cause, except as set forth in this Section 8(d7(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement. For the avoidance of doubt, Employee’s sole and exclusive remedy upon a termination of employment by the Company without Cause shall be receipt of the Severance Benefits (and, in the case of such a termination within eighteen (18) months after a Sale Event, the Accelerated Equity Benefit), subject to his execution of the Release of Claims, and the Accrued Obligations. In addition, the Severance Benefit set forth in Section 1(l)(i) shall be reduced dollar for dollar by any compensation Employee receives from another employer during the Severance Term. Employee agrees to give prompt notice of any employment during the Severance Term and promptly shall respond to any reasonable inquiries concerning his professional activities. If the Company makes overpayments of Severance Benefits, Employee promptly shall return any such overpayments to the Company and/or hereby authorizes deductions from future Severance Benefit amounts. The foregoing shall not create any obligation on the Employee’s part to seek re-employment after the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Aegerion Pharmaceuticals, Inc.)
Termination by the Company Without Cause. The Company may may, without cause, terminate Employee’s your employment hereunder at any time without Cause, effective upon Employee’s receipt of ten (10) or more days written notice of such terminationto you. In the event Employee’s your employment is terminated by under this Paragraph 8A, the Company without Cause (other than due shall pay to death or Disability), Employee shall be entitled toyou the following:
(i) A single lump sum payment of two and nine-tenths times (2.9x) your then current annual base salary set forth in Paragraph 2A hereof (as adjusted by Paragraph 2B hereof), with payment to be made on the Accrued Obligations; andfirst day of the seventh (7th) full calendar month immediately succeeding the month in which the last day of your employment occurs;
(ii) any unpaid STI Award in respect A single lump sum payment of any completed incentive compensation set forth in Paragraph 2C hereof earned in the fiscal year that has ended prior to of the date termination of your employment, which incentive compensation shall be determined on the basis of the Company's operations through June 30 of such terminationfiscal year, which amount and shall be pro-rated through the last day of your employment and shall be paid on within the sixtieth (60th) day following time period specified under the termination date; andterms of the Management Incentive Compensation Plan;
(iii) continuation of The Deferred Compensation set forth in Paragraph 2D hereof with payment of Base Salary the Monthly Amount delayed until the first day of the seventh (7th) full calendar month immediately succeeding the month in which the last day of your employment occurs. However, the first such payment will include the aggregate of the Monthly Amounts that would have been made during the Severance Terminterim period, payable and, therefore, will be equal to seven (7) times the Monthly Amount, and such payment shall reduce the number of overall payments due under Paragraph 2D hereof by seven (7). Payments under this Paragraph 8A (iii) shall be made on the first day of each respective calendar month;
(iv) Continuation of medical benefits for the period you are entitled to COBRA continuation coverage under Section 4980B of the Code. The Company shall reimburse you for eighty percent (80%) of any premiums paid by you for such continuation. Provided, however, no such reimbursement hereunder shall be made for continuation coverage extending beyond the earlier of (1) the last day of the second calendar year following the calendar year in which your employment is terminated or (2) the period for which you are entitled to continuation coverage under Section 4980B of the Code, and all such reimbursements shall be made in accordance with the Company’s regular payroll practices's general policies for reimbursement of expenses, but commencing on in no event later than the first payroll date last day of the third calendar year following the date that calendar year in which your employment is sixty (60) days following the termination date, which first payment shall include payments relating to such initial sixty (60) day periodterminated; and
(ivv) continuationReasonable executive outplacement services for a period of six (6) months, during the Severance Term, immediately following your termination. Payment of the health benefits provided to Employee and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits outplacement services shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In made no event shall the Tax Gross-Up be paid to Employee later than the end last day of the taxable third calendar year following the taxable calendar year in which such taxes are paidyour employment is terminated. Furthermore, The Company shall have no continuation of coverage further obligations to you under this Agreement and you shall be provided to the extent it results in adverse tax consequences have no further obligations to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, this Agreement except as set forth provided in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this Agreement.Paragraph 11 and Paragraph 12 hereof:
Appears in 1 contract
Termination by the Company Without Cause. The Company may may, without cause, terminate Employee’s your employment hereunder at any time without Cause, effective upon Employee’s receipt of ten (10) or more days' written notice of such terminationto you. In the event Employee’s your employment is terminated by under this Paragraph 9A, the Company without Cause (other than due shall pay to death or Disability), Employee shall be entitled toyou the following:
(i) A single lump sum payment, no later than the Accrued Obligationslast day of your employment, of:
(a) Any accrued but unpaid salary set forth in Paragraph 2A hereof (as adjusted by Paragraph 2B hereof), including salary in respect of any accrued and accumulated vacation, due to you at the date of such termination;
(b) Any amounts owing, but not yet paid, pursuant to Paragraph 5 hereof; and
(c) An amount equal to the product of two and nine-tenths (2.9) times your "base salary" under Paragraph 2A hereof (as adjusted by Paragraph 2B hereof);
(ii) any unpaid STI Award in respect A single lump sum payment of any completed accrued but unpaid incentive compensation set forth in Paragraph 2C hereof due to you at the date of such termination for the fiscal year that has ended ending immediately prior to the date of such termination, which amount shall be paid on no later than ninety (90) days after the sixtieth (60th) day following the termination date; andend of such fiscal year;
(iii) continuation of A single lump sum payment of Base Salary during any incentive compensation set forth in Paragraph 2C hereof earned in the Severance Termfiscal year of the termination of your employment, payable in accordance with which incentive compensation shall be determined on the basis of the Company’s regular payroll practices's operations through June 30 of such fiscal year, but commencing on shall be pro-rated through the first payroll date following the date that is sixty last day of your employment, and shall be paid no later than ninety (6090) days following after the termination date, which first payment shall include payments relating to end of such initial sixty (60) day periodfiscal year; and
(iv) continuation, during the Severance Term, of the health benefits provided to Employee If and his covered dependants under the Company’s health plans, it being understood and agreed that the Company’s obligation to provide such continuation of benefits shall terminate prior to the expiration of the Severance Term in the event that Employee becomes eligible to receive any health benefits while employed by or providing service to, in any capacity, any other business or entity during the Severance Term; provided, however, that as a condition of the Company’s providing the continuation of health benefits described herein, the Company may require Employee to elect continuation coverage under COBRA. Notwithstanding the forgoing, if such health benefits are provided to employees of the Company generally through a self-insured arrangement, and Employee qualifies as a “highly compensated individual” (within the meaning of Section 105(h) of the Code), (1) such continuation of benefits shall be provided on a fully taxable basis, based on 100% of the monthly premium cost of participation in the self-insured plan less any portion required to be paid by Employee (the “Taxable Cost”), and, as such, Employee’s W-2 shall include the after-tax value of the Taxable Cost for each month during the applicable benefit continuation period, and (2) on the last payroll date of each calendar month during which any health benefits are provided pursuant to this Section 8(d)(iv), Employee shall receive an additional payment, such that, after payment by the Employee of all federal, state, local and employment taxes imposed on Employee as a result of the inclusion of the portion of the Taxable Cost in income during such calendar month, Employee retains (or has had paid to the Internal Revenue Service on his behalf) an amount equal to such taxes as Employee is required to pay as a result of the inclusion of the Taxable Cost in income during such calendar month (the “Tax Gross-Up”). In no event shall the Tax Gross-Up be paid to Employee later than the end of the taxable year following the taxable year in which such taxes are paid. Furthermore, no continuation of coverage shall be provided to the extent it results vested, the Deferred Compensation as set forth in adverse tax consequences Paragraph 2D hereof, with payment of the Monthly Amount beginning on the first day of the month immediately succeeding the last day of your employment. The Company shall have no further obligation to you under this Agreement and you shall have no further obligation to the Company under Section 4980D of the Code. Following such termination of Employee’s employment by the Company without Cause, this Agreement except as set forth provided in this Section 8(d), Employee shall have no further rights to any compensation or any other benefits under this AgreementParagraph 12 and Paragraph 13 hereof.
Appears in 1 contract