Termination Due to Death. If the Executive’s employment is terminated pursuant to Section 4.1(a) due to the Executive’s death, then, notwithstanding the last sentence of Section 3.2, in addition to the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, as of the Date of Termination, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to the Executive (or to such person as the Executive shall designate prior to the Executive’s death in a written notice to the Company or, if no such person is designated, the Executive’s estate) a prorated amount of the Annual Bonus for the Fiscal Year in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year in which the Date of Termination occurred based on the Company’s actual attainment of the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs).
Appears in 4 contracts
Sources: Employment Agreement (Container Store Group, Inc.), Employment Agreement (Container Store Group, Inc.), Employment Agreement (Container Store Group, Inc.)
Termination Due to Death. If In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices, through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to:
(i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above, (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment is terminated pursuant with the Company, if less), (iii) the rights under any options to Section 4.1(apurchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, (iv) due to for a period of six months following the Executive’s death, thencontinued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, notwithstanding if any, under the last sentence of Section 3.2, in addition to Company’s medical benefit plans upon substantially the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the same terms and conditions (including cost of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior coverage to the Date of Termination dependents) as is then in existence for which other executives during the applicable performance period has ended shallcoverage period; provided, as of that, if the Date of Termination, vest Executive’s dependents cannot continue to participate in the amount determined based Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment)same after-tax basis as if continued participation had been permitted, and (cv) the Company shall pay to the Executive (or to such person as the Executive shall designate prior to the Executive’s death in a written notice to the Company orvested accrued benefits, if no such person is designatedany, under the Executive’s estate) a prorated amount employee benefit programs of the Annual Bonus for the Fiscal Year Company, as provided in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year Section 6, above, determined in which the Date of Termination occurred based on the Company’s actual attainment of accordance with the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date terms and provisions of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs)programs.
Appears in 4 contracts
Sources: Employment Agreement (Security Capital Assurance LTD), Employment Agreement (Security Capital Assurance LTD), Employment Agreement (Security Capital Assurance LTD)
Termination Due to Death. If In the event of the Executive’s death during the Term of Employment, the Term of Employment shall thereupon end and his estate or other legal representative, as the case may be, shall, subject to Section 6.11 of this Agreement, only be entitled to:
(a) Base Salary continuation at the rate in effect (as provided in Section 5.1 of this Agreement) on the Date of Termination for a period of six months commencing on such Date of Termination or, if the Board so determines in its sole discretion and in lieu of such six-month salary continuation, a lump sum payment equal in amount to such six-month Base Salary continuation; provided, however, that if the Executive’s death during the Term of Employment occurs after, or within one year prior to, a Change in Control, then the Executive’s estate or other legal representative shall receive, in lieu of the payments required under this Section 6.1(a) and subject to Section 6.9 below, the full lump sum payment required under Section 6.4(a) below in the event of a termination of the Executive’s employment is terminated pursuant after, or within one year prior to, a Change in Control (and, in the case of the Executive’s death within one year prior to a Change in Control, any amounts paid under this Section 4.1(a6.1(a) due prior to the Change in Control shall be taken into account in determining the total amount payable to the Executive’s death, then, notwithstanding estate or other legal representative as a result of the last sentence Change in Control);
(b) any Base Salary accrued but not yet paid as of Section 3.2, in addition to the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shallTermination;
(c) any bonus actually awarded or commissions actually earned, but not yet paid, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s;
(d) reimbursement for all expenses (other than those relating to vesting or forfeiture upon termination of employment), (bunder Section 5.5) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, incurred as of the Date of Termination, vest in the amount determined based on the actual level of achievement but not yet paid as of the performance targets, subject to the terms and conditions Date of Termination;
(e) payment of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination per diem value of employment), and (c) any unused vacation days that have accrued during the Company shall pay to the Executive (or to such person as the Executive shall designate Term of Employment prior to the Executive’s death in a written notice to the Company or, if no such person is designated, the Executive’s estate) a prorated amount of the Annual Bonus for the Fiscal Year in which the Date of Termination occurs that and the Executive would have received to the extent she remained employed unused, unaccrued portion of any vacation days available through the end of the Fiscal Year in which the Date of Termination occurred based on the Company’s actual attainment of the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4not beyond) of the Department of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs;
(f) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable plans, programs, procedures and practices of the Employers;
(g) continuation of all health and other welfare benefits provided under Section 5.4 of this Agreement for the benefit of the Executive’s spouse and other eligible dependents at the level in effect on the Date of Termination and at no cost to the Executive’s spouse and such other eligible dependents for a period commencing on the Date of Termination and ending, with respect to the Executive’s spouse, on the earlier of her death or remarriage and, with respect to any other eligible dependent of the Executive, on such date as such dependent reaches the age of legal emancipation in accordance with the laws of the Commonwealth of Massachusetts (or, if such continuation of health or other welfare benefits is not permitted by applicable law, the Employers shall provide the economic equivalent in lieu thereof); and
(h) any rights to indemnification in accordance with Section 10 of this Agreement.
Appears in 3 contracts
Sources: Employment Agreement (Enterprise Bancorp Inc /Ma/), Employment Agreement (Enterprise Bancorp Inc /Ma/), Employment Agreement (Enterprise Bancorp Inc /Ma/)
Termination Due to Death. If the Executive’s employment is terminated pursuant to Section 4.1(a) due to the Executive’s death, then, notwithstanding the last penultimate sentence of Section 3.2, in addition to the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting stock options held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, as of the Date of Termination, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to the Executive (or to such person as the Executive shall designate prior to the Executive’s death in a written notice to the Company or, if no such person is designated, the Executive’s estate) a prorated amount of the Annual Bonus for the Fiscal Year in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year in which the Date of Termination occurred based on the Company’s actual attainment of the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs).
Appears in 3 contracts
Sources: Employment Agreement (Container Store Group, Inc.), Employment Agreement (Container Store Group, Inc.), Employment Agreement (Container Store Group, Inc.)
Termination Due to Death. If In the event the Executive dies during the term of employment hereunder, the Executive’s employment is terminated pursuant to Section 4.1(a) due to 's spouse, if the spouse survives the Executive’s death, then, notwithstanding the last sentence of Section 3.2, in addition to the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, as of the Date of Termination, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to the Executive (or to such person as the Executive shall designate prior to the Executive’s death in a written notice to the Company or, if no such person is designatedthe Executive's spouse does not survive him, the Executive’s estate) a prorated amount estate or other legal representative of the Annual Bonus for Executive) shall be entitled to receive the Fiscal Year Base Salary as provided in which Section 4, above, at the Date rate in effect at the time of Termination occurs that Executive's death, to be paid in accordance with the Executive would have received to Company's regular payroll practices or in a lump sum, at the extent she remained employed Company's option, through the end of the Fiscal Year sixth month after the month in which the Date Executive dies. In addition to the above, the estate or other legal representative of Termination occurred based on the Executive shall be entitled to:
(i) any annual bonus awarded in accordance with the Company’s actual attainment 's bonus program but not yet paid under Section 5, above, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above,
(ii) a pro rata bonus for the applicable Performance Targets (prorated based on the number days that the Executive is employed year of death in an amount determined by the Company during the Fiscal Year in which the Date of Termination occurs)Compensation Committee, payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier less than January 1, or later than December 31, a pro rata portion of the calendar year Executive's average annual bonus for the immediately preceding three years (or the period of the Executive's employment with the Company, if less),
(iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof,
(iv) for a period of six months following the calendar year Executive's death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive's dependents, if any, under the Company's medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in which existence for other executives during the Date coverage period; PROVIDED, THAT, if the Executive's dependents cannot continue to participate in the Company plans providing such benefits, the Company shall oth- [XL CAPITAL LOGO] erwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and
(v) the vested accrued benefits, if any, under the employee benefit programs of Termination occurs)the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.
Appears in 2 contracts
Sources: Employment Agreement (Xl Capital LTD), Employment Agreement (Xl Capital LTD)
Termination Due to Death. If In the event that Executive’s employment is terminated pursuant to Section 4.1(a) due to the Executive’s death, thenthe Company’s payment obligations under this Agreement shall terminate, notwithstanding except that Executive’s estate or Executive’s beneficiaries, as the last sentence of Section 3.2case may be, in addition shall be entitled to the amounts set forth in Section 4.3, following:
(a1) all unvested Equity Awards that, on and following (i) the Base Salary through the date of granttermination, were subject (ii) any earned but unpaid portion of Executive’s annual bonus provided for in Section 2(b) for the Fiscal Year preceding the year of termination, (iii) reimbursement for any unreimbursed business expenses properly incurred by Executive pursuant to only service-based vesting held by the Executive immediately this Agreement or in accordance with Company policy prior to the Date date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, as of the Date of Termination, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment)Executive’s termination, and (civ) such employee benefits, if any, to which Executive may be entitled under the employee benefit plans of the Company shall pay according to their terms (the amounts described in clauses (i) through (iv) of this Section 5(a)(1), reduced (but not below zero) by any amounts owed by Executive to the Executive (or Company, being referred to such person as the Executive shall designate prior to the Executive’s death in a written notice to the Company or, if no such person is designated, the Executive’s estate“Accrued Rights”);
(2) a prorated amount of the Annual Bonus pro-rata annual bonus provided for in Section 2(b) for the Fiscal Year in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year in which the Date of Termination occurred Executive’s death occurs, based on the Company’s actual attainment of performance for the applicable Performance Targets (prorated based on entire Fiscal Year, pro-rated for the number days that the Executive is employed by the Company of calendar months during the Fiscal Year in which that Executive was employed prior to such termination (rounded up to the Date of Termination occursnext whole month), payable at the same time annual bonuses are paid for such Annual Bonus would have been paid had the Executive remained employed through the end Fiscal Year to executives of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as Company generally (a “shortPro-term deferral” pursuant to Rata Bonus”); and
(3) except as otherwise provided in Section 1.409A-1(b)(42, Executive’s outstanding stock options, restricted stock, performance share units, and restricted stock units (“Stock Awards”) shall be administered in accordance with the terms of the Department written agreements setting forth the terms of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs)each such Stock Award.
Appears in 2 contracts
Sources: Employment Agreement (JELD-WEN Holding, Inc.), Employment Agreement (JELD-WEN Holding, Inc.)
Termination Due to Death. If In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices (as in effect at the time of death) through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to:
(i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to death in accordance with Section 7 above,
(ii) within 45 days after the date of death (with the actual date of payment within such 45 day period to be determined by the Company), a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment is terminated pursuant with the Company, if less),
(iii) the rights under any options to Section 4.1(apurchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof,
(iv) due to for a period of six months following the Executive’s death, thencontinued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, notwithstanding if any, under the last sentence of Section 3.2, in addition to Company’s medical benefit plans upon substantially the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the same terms and conditions (including cost of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior coverage to the Date of Termination dependents) as is then in existence for which other executives during the applicable performance period has ended shallcoverage period; provided, as of that, if the Date of Termination, vest Executive’s dependents cannot continue to participate in the amount determined based on the actual level of achievement of the performance targetsCompany plans providing such benefits, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to otherwise provide such benefits on substantially the Executive same after-tax basis as if continued participation had been permitted (or and any payment made by the Company in respect of any taxes imposed with respect to such person as the Executive benefits shall designate prior be paid to the Executive’s death in a written notice dependents, or to the Company orapplicable taxing authority on their behalf, no later than the due date of such taxes), and
(v) the vested accrued benefits, if no such person is designatedany, under the Executive’s estate) a prorated amount employee benefit programs of the Annual Bonus for the Fiscal Year Company, as provided in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year Section 6, above, determined in which the Date of Termination occurred based on the Company’s actual attainment of accordance with the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date terms and provisions of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs)programs.
Appears in 2 contracts
Sources: Employment Agreement (Xl Capital LTD), Employment Agreement (Xl Capital LTD)
Termination Due to Death. If In the event the Executive dies during the term of employment hereunder, the Executive’s employment is terminated pursuant to Section 4.1(a) due to 's spouse, if the spouse survives the Executive’s death, then, notwithstanding the last sentence of Section 3.2, in addition to the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, as of the Date of Termination, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to the Executive (or to such person as the Executive shall designate prior to the Executive’s death in a written notice to the Company or, if no such person is designatedthe Executive's spouse does not survive him, the Executive’s estate) a prorated amount estate or other legal representative of the Annual Bonus for Executive) shall be entitled to receive the Fiscal Year Base Salary as provided in which Section 4, above, at the Date rate in effect at the time of Termination occurs that Executive's death, to be paid in accordance with the Executive would have received to the extent she remained employed Company's regular payroll practices through the end of the Fiscal Year sixth month after the month in which the Date Executive dies. In addition to the above, the estate or other legal representative of Termination occurred based on the Executive shall be entitled to:
(i) any annual bonus awarded in accordance with the Company’s actual attainment of 's bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable Performance Targets program, and reimbursement of business expenses incurred prior to death in accordance with Section 7 above,
(prorated based on ii) within 45 days after the number days that date of death, a pro rata bonus for the Executive is employed year of death in an amount determined by the Company during the Fiscal Year in which the Date of Termination occurs)Compensation Committee, payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier less than January 1, or later than December 31, a pro rata portion of the calendar year Executive's average annual bonus for the immediately preceding three years (or the period of the Executive's employment with the Company, if less),
(iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof,
(iv) for a period of six months following the calendar year Executive's death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive's dependents, if any, under the Company's medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in which existence for other executives during the Date coverage period; PROVIDED, THAT, if the Executive's dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and
(v) the vested accrued benefits, if any, under the employee benefit programs of Termination occurs)the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.
Appears in 2 contracts
Sources: Employment Agreement (Xl Capital LTD), Employment Agreement (Xl Capital LTD)
Termination Due to Death. If In the event that Executive’s employment is terminated pursuant to Section 4.1(a) due to the Executive’s death, thenthe Company’s payment obligations under this Agreement shall terminate, notwithstanding except that Executive’s estate or Executive’s beneficiaries, as the last sentence of Section 3.2case may be, in addition shall be entitled to the amounts set forth in Section 4.3, following:
(a1) all unvested Equity Awards that, on and following (i) the Base Salary through the date of granttermination, were subject (ii) any earned but unpaid portion of Executive’s annual bonus provided for in Section 2(b) for the Fiscal Year preceding the year of termination, (iii) reimbursement for any unreimbursed business expenses properly incurred by Executive pursuant to only service-based vesting held by the Executive immediately this Agreement or in accordance with Company policy prior to the Date date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, as of the Date of Termination, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment)Executive’s termination, and (civ) such employee benefits, if any, to which Executive may be entitled under the employee benefit plans of the Company shall pay according to their terms (the amounts described in clauses (i) through (iv) of this Section 5(a)(1), reduced (but not below zero) by any amounts owed by Executive to the Executive (or Company, being referred to such person as the Executive shall designate prior to the Executive’s death in a written notice to the Company or, if no such person is designated, the Executive’s estate“Accrued Rights”);
(2) a prorated amount of the Annual Bonus pro rata annual bonus provided for in Section 2(b) for the Fiscal Year in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year in which the Date of Termination occurred Executive’s death occurs, based on the Company’s actual attainment of performance for the applicable Performance Targets (entire Fiscal Year, prorated based on for the number days that the Executive is employed by the Company of calendar months during the Fiscal Year in which that Executive was employed prior to such termination (rounded up to the Date of Termination occursnext whole month), payable at the same time annual bonuses are paid for such Annual Bonus would have been paid had the Executive remained employed through the end Fiscal Year to executives of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as Company generally (a “short-term deferral” pursuant to Pro Rata Bonus”); and
(3) except as otherwise provided in Section 1.409A-1(b)(42, Executive’s outstanding stock options, restricted stock, performance share units, and restricted stock units (“Stock Awards”) shall be administered in accordance with the terms of the Department written agreements setting forth the terms of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs)each such Stock Award.
Appears in 2 contracts
Sources: Employment Agreement (JELD-WEN Holding, Inc.), Employment Agreement (JELD-WEN Holding, Inc.)
Termination Due to Death. If In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices, through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to:
(i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above,
(ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment is terminated pursuant with the Company, if less),
(iii) the rights under any options to Section 4.1(apurchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof,
(iv) due to for a period of six months following the Executive’s death, thencontinued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, notwithstanding if any, under the last sentence of Section 3.2, in addition to Company’s medical benefit plans upon substantially the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the same terms and conditions (including cost of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior coverage to the Date of Termination dependents) as is then in existence for which other executives during the applicable performance period has ended shallcoverage period; provided, as of that, if the Date of Termination, vest Executive’s dependents cannot continue to participate in the amount determined based on the actual level of achievement of the performance targetsCompany plans providing such benefits, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to otherwise provide such benefits on substantially the Executive same after-tax basis as if continued participation had been permitted, and
(or to such person as v) the Executive shall designate prior to the Executive’s death in a written notice to the Company orvested accrued benefits, if no such person is designatedany, under the Executive’s estate) a prorated amount employee benefit programs of the Annual Bonus for the Fiscal Year Company, as provided in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year Section 6, above, determined in which the Date of Termination occurred based on the Company’s actual attainment of accordance with the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date terms and provisions of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs)programs.
Appears in 2 contracts
Sources: Employment Agreement (Security Capital Assurance LTD), Employment Agreement (Security Capital Assurance LTD)
Termination Due to Death. If In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive her, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices (as in effect at the time of death) through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to:
(i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above,
(ii) within 45 days after the date of death,(with the actual date of payment within such 45 day period to be determined by the Company), a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment is terminated pursuant with the Company, if less),
(iii) the rights under any options to Section 4.1(apurchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof,
(iv) due to for a period of six months following the Executive’s death, thencontinued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, notwithstanding if any, under the last sentence of Section 3.2, in addition to Company’s medical benefit plans upon substantially the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the same terms and conditions (including cost of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior coverage to the Date of Termination dependents) as is then in existence for which other executives during the applicable performance period has ended shallcoverage period; provided, as of that, if the Date of Termination, vest Executive’s dependents cannot continue to participate in the amount determined based on the actual level of achievement of the performance targetsCompany plans providing such benefits, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to otherwise provide such benefits on substantially the Executive (or same after-tax basis as if continued participation had been permitted,(and any payment made by the Company in respect of any taxes imposed with respect to such person as the Executive benefits shall designate prior be paid to the Executive’s death in a written notice dependents, or to the Company orapplicable taxing authority on their behalf, no later than the due date of such taxes), and
(v) the vested accrued benefits, if no such person is designatedany, under the Executive’s estate) a prorated amount employee benefit programs of the Annual Bonus for the Fiscal Year Company, as provided in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year Section 6, above, determined in which the Date of Termination occurred based on the Company’s actual attainment of accordance with the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date terms and provisions of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs)programs.
Appears in 1 contract
Sources: Employment Agreement (Xl Group LTD)
Termination Due to Death. If In the event the Executive dies during the term of employment hereunder, the Executive’s employment is terminated pursuant to Section 4.1(a) due to 's spouse, if the spouse survives the Executive’s death, then, notwithstanding the last sentence of Section 3.2, in addition to the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, as of the Date of Termination, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to the Executive (or to such person as the Executive shall designate prior to the Executive’s death in a written notice to the Company or, if no such person is designatedthe Executive's spouse does not survive him, the Executive’s estate) a prorated amount estate or other legal representative of the Annual Bonus for Executive) shall be entitled to receive the Fiscal Year Base Salary as provided in which Section 4, above, at the Date rate in effect at the time of Termination occurs that Executive's death, to be paid in accordance with the Executive would have received to Company's regular payroll practices or in a lump sum, at the extent she remained employed Company's option, through the end of the Fiscal Year sixth month after the month in which the Date Executive dies. In addition to the above, the estate or other legal representative of Termination occurred based on the Executive shall be entitled to:
(i) any annual bonus awarded in accordance with the Company’s actual attainment 's bonus program but not yet paid under Section 5, above, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above,
(ii) a pro rata bonus for the applicable Performance Targets (prorated based on the number days that the Executive is employed year of death in an amount determined by the Company during the Fiscal Year in which the Date of Termination occurs)Compensation Committee, payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier less than January 1, or later than December 31, a pro rata portion of the calendar year Executive's average annual bonus for the immediately preceding three years (or the period of the Executive's employment with the Company, if less),
(iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof,
(iv) for a period of six months following the calendar year Executive's death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive's dependents, if any, under the Company's medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in which existence for other executives during the Date coverage period; PROVIDED, THAT, if the Executive's dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and [XL CAPITAL LOGO]
(v) the vested accrued benefits, if any, under the employee benefit programs of Termination occurs)the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.
Appears in 1 contract
Termination Due to Death. If In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices (as in effect at the time of death) through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to:
(i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to death in accordance with Section 7[(a)]* above,
(ii) within 45 days after the date of death (with the actual date of payment within such 45 day period to be determined by the Company), a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment is terminated pursuant with the Company, if less),
(iii) the rights under any options to Section 4.1(apurchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof,
(iv) due to for a period of six months following the Executive’s death, thencontinued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, notwithstanding if any, under the last sentence of Section 3.2, in addition to Company’s medical benefit plans upon substantially the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the same terms and conditions (including cost of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior coverage to the Date of Termination dependents) as is then in existence for which other executives during the applicable performance period has ended shallcoverage period; provided, as of that, if the Date of Termination, vest Executive’s dependents cannot continue to participate in the amount determined based on the actual level of achievement of the performance targets* Where applicable. Company plans providing such benefits, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to otherwise provide such benefits on substantially the Executive same after-tax basis as if continued participation had been permitted (or and any payment made by the Company in respect of any taxes imposed with respect to such person as the Executive benefits shall designate prior be paid to the Executive’s death in a written notice dependents, or to the Company orapplicable taxing authority on their behalf, no later than the due date of such taxes), and
(v) the vested accrued benefits, if no such person is designatedany, under the Executive’s estate) a prorated amount employee benefit programs of the Annual Bonus for the Fiscal Year Company, as provided in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year Section 6, above, determined in which the Date of Termination occurred based on the Company’s actual attainment of accordance with the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date terms and provisions of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs)programs.
Appears in 1 contract
Termination Due to Death. If In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices (as in effect at the time of death), through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to:
(i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to death in accordance with Section 7 above,
(ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment is terminated pursuant with the Company, if less),
(iii) the rights under any options to Section 4.1(apurchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof,
(iv) due to for a period of six months following the Executive’s death, thencontinued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, notwithstanding if any, under the last sentence of Section 3.2, in addition to Company’s medical benefit plans upon substantially the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the same terms and conditions (including cost of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior coverage to the Date of Termination dependents) as is then in existence for which other executives during the applicable performance period has ended shallcoverage period; provided, as of that, if the Date of Termination, vest Executive’s dependents cannot continue to participate in the amount determined based on the actual level of achievement of the performance targetsCompany plans providing such benefits, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to otherwise provide such benefits on substantially the Executive same after-tax basis as if continued participation had been permitted, and
(or to such person as v) the Executive shall designate prior to the Executive’s death in a written notice to the Company orvested accrued benefits, if no such person is designatedany, under the Executive’s estate) a prorated amount employee benefit programs of the Annual Bonus for the Fiscal Year Company, as provided in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year Section 6, above, determined in which the Date of Termination occurred based on the Company’s actual attainment of accordance with the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date terms and provisions of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs)programs.
Appears in 1 contract
Termination Due to Death. If In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices (as in effect at the time of death), through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to:
(i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5 above, to be paid at the time such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to death in accordance with Section 7 above, (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment is terminated pursuant with the Company, if less), (iii) the rights under any options to Section 4.1(apurchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof, (iv) due to for a period of six months following the Executive’s death, thencontinued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, notwithstanding if any, under the last sentence of Section 3.2, in addition to Company’s medical benefit plans upon substantially the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the same terms and conditions (including cost of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior coverage to the Date of Termination dependents) as is then in existence for which other executives during the applicable performance period has ended shallcoverage period; provided, as of that, if the Date of Termination, vest Executive’s dependents cannot continue to participate in the amount determined based on the actual level of achievement of the performance targetsCompany plans providing such benefits, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to otherwise provide such benefits on substantially the Executive same after-tax basis as if continued participation had been permitted, and
(or to such person as v) the Executive shall designate prior to the Executive’s death in a written notice to the Company orvested accrued benefits, if no such person is designatedany, under the Executive’s estate) a prorated amount employee benefit programs of the Annual Bonus for the Fiscal Year Company, as provided in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year Section 6, above, determined in which the Date of Termination occurred based on the Company’s actual attainment of accordance with the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date terms and provisions of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs)programs.
Appears in 1 contract
Sources: Employment Agreement (Security Capital Assurance LTD)
Termination Due to Death. If In the event the Executive’s employment is terminated pursuant during the Term by reason of death, subject to Section 4.1(a7.1(g), the Company’s obligations under this Agreement shall immediately expire. Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following:
(a) due Base Salary through the Effective Date of Termination;
(b) An amount equal to the Executive’s deathunpaid Targeted Annual Bonus Award, established for the fiscal year in which such termination is effective, multiplied by a fraction, the numerator of which is the number of completed days in the then, notwithstanding -existing fiscal year through the last sentence of Section 3.2, in addition to the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Effective Date of Termination, become vested and exercisablethe denominator of which is 365;
(c) Additionally, if such termination is effective after January 1st of any calendar year but prior to the payment of the Executive’s Annual Bonus (if any) for the prior calendar year, then the Executive shall be entitled to receive the full amount of the Annual Bonus (if any) for the prior calendar year as determined by the Board in its sole discretion based upon the Executive’s performance for the prior calendar year;
(d) All outstanding long-term incentive awards shall be subject to the terms and conditions treatment provided under the applicable long-term incentive plan of the applicable equity plan Company or grant agreement;
(e) Accrued but unused vacation pay through the Effective Date of Termination; and
(f) All other rights and equity award agreement(sbenefits the Executive is vested in, pursuant to other plans and programs of the Company.
(g) (other than those relating to vesting or forfeiture upon termination of employmentThe benefits described in Sections 7.1(a), (b) all unvested performance-based restricted share awards held by and (d) shall be paid in cash to the Executive immediately prior to in a single lump sum as soon as practicable following the Date of Termination for which the applicable performance period has ended shall, as of the Effective Date of Termination, vest but in the amount determined based on the actual level of achievement of the performance targets, subject no event more than 30 days after such date. All other payments due to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture Executive upon termination of employment, including those described in Sections 7.1(c) and (e), shall be paid in accordance with the terms of such applicable plans or programs.
(h) With the exception of Articles 8, 9, 10, 11, 12, 15 and 16 and Section 7.1 (c) which shall survive such termination), the Company shall pay to the Executive (or to such person as and the Executive shall designate prior to have no further obligations under this Agreement following the Executive’s death in a written notice to the Company or, if no such person is designated, the Executive’s estate) a prorated amount of the Annual Bonus for the Fiscal Year in which the Effective Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year in which the Date of Termination occurred based on the Company’s actual attainment of the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to this Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs)7.1.
Appears in 1 contract
Termination Due to Death. If In the event the Executive dies ------------------------- during the term of his service under this Agreement, the Executive’s employment is terminated pursuant 's spouse, if she survives him, shall be entitled to Section 4.1(a) due to receive the Executive’s death, then, notwithstanding the last sentence of Section 3.2, in addition to the amounts set forth 's Base Fee as provided in Section 4.33, (a) all unvested Equity Awards thatabove, on and following at the date of grant, were subject to only service-based vesting held by the Executive rate in effect immediately prior to the Date of Termination shalltermination, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, as of the Date of Termination, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to the Executive (or to such person as the Executive shall designate prior to the Executive’s death in a written notice to the Company or, if no such person is designated, the Executive’s estate) a prorated amount of the Annual Bonus for the Fiscal Year in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year month in which the Date Executive dies and thereafter shall be entitled to receive payments at the rate of Termination occurred based on US$162,500 per year (or, if greater, one half the Company’s actual attainment Base Fee at the rate in effect at the time of his death) for a period of three years from the date of his death. In the event the Executive's spouse dies during such three-year period, such payments shall thereafter be made to the beneficiary designated by the Executive or, in the absence of such designation, to the estate or other legal representative of the applicable Performance Targets (prorated based on Executive. In the number days event that the Executive's spouse does not survive him, the estate or other legal representative of the Executive is employed by shall be entitled to receive the Company during the Fiscal Year Base Fee as provided in which the Date of Termination occurs)Section 3, payable above, at the same rate in effect at the time such Annual Bonus would have been paid had the Executive remained employed of his death, through the end of the Fiscal Year month in which the Date of Termination occurs but in any event within Executive dies. In addition to the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) above, the estate or other legal representative of the Department Executive shall be entitled to:
(i) any annual bonus awarded but not yet paid under Section 4, above,
(ii) a pro rata bonus for the year of Treasury Regulations death, if the Executive Committee of the Board so determines,
(but iii) the rights under the Option as provided in no event earlier than January 1Section 5, above, in accordance with the terms thereof except to the extent the Option has been transferred, and
(iv) any other rights and benefits available to him under employee benefit programs of the Company and Parent, or later than December 31their equivalent, as provided in Section 6, above, and under business expense reimbursement and fringe benefit programs as described in Section 7, above, determined in accordance with the applicable terms and provisions of the calendar year immediately following the calendar year in which the Date of Termination occurs)such programs.
Appears in 1 contract
Termination Due to Death. If (i) In the Executive’s employment is terminated pursuant to Section 4.1(a) due to event that the Executive’s deathExecutive dies during the Term, then, notwithstanding the last sentence Term shall expire as of Section 3.2, in addition to the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of granthis death and the Executive's spouse, were subject if she survives him, shall be entitled to only service-based vesting held by receive the Executive Executive's Base Fee, at the rate in effect immediately prior to the Date of Termination shallhis death, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, as of the Date of Termination, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to the Executive (or to such person as the Executive shall designate prior to the Executive’s death in a written notice to the Company or, if no such person is designated, the Executive’s estate) a prorated amount of the Annual Bonus for the Fiscal Year in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year month in which the Date Executive dies. In the event that the Executive's spouse does not survive him, the beneficiary designated by the Executive (or, in the absence of Termination occurred based on such a designation, the Company’s actual attainment estate or other legal representative of the applicable Performance Targets (prorated based on Executive) shall be entitled to receive the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable Base Fee at the same time such Annual Bonus would have been paid had the Executive remained employed rate in effect immediately prior to his death, through the end of the Fiscal Year month in which the Date Executive dies. In addition to the above, the beneficiary designated by the Executive (or, in the absence of Termination occurs but in any event within such a designation, the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) estate or other legal representative of the Department Executive) shall be entitled to:
(A) a Separation Bonus for the year of Treasury Regulations death (but in with the term "SEPARATION BONUS" meaning an amount no event earlier less than January 1, or later than December 31, the greater of (x) US$500,000 and (y) the highest amount awarded to the Executive as an annual bonus for any of the calendar year three years (or such lesser number of years he has then been employed) immediately following preceding the calendar year in which the Date of Termination termination occurs);
(B) to the extent the awards referred to in Section 5(a) (the "INITIAL AWARDS") are not already vested and exercisable, immediate vesting and exercisability, as the case may be, as of the date of death, for all outstanding Initial Awards scheduled to vest on or before the first anniversary of such date, with the Option (as defined in the Option Agreement) to remain exercisable as to all shares for which it is then vested for the lesser of (x) one year following the date of death and (y) the remainder of its maximum stated term, after which the Option shall expire;
(C) vesting and exercisability, as the case may be, for other equity awards, including any restricted shares or stock options, in accordance with their terms; and
(D) any other benefits described in Section 8(f) below.
Appears in 1 contract
Termination Due to Death. If In the event that the Executive’s 's employment is terminated pursuant to Section 4.1(a) due to the Executive’s his death, thenhis estate or his beneficiaries, notwithstanding as the last sentence of Section 3.2case may be, in addition shall be entitled to the amounts set forth in Section 4.3, following benefits:
(ai) all unvested Equity Awards that, on and following the date continuation of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, as of the Date of Termination, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to the Executive (or to such person as the Executive shall designate prior to the Executive’s death in a written notice to the Company or, if no such person is designated, the Executive’s estate) a prorated amount of the Annual Bonus for the Fiscal Year in which the Date of Termination occurs that the Executive would have received to the extent she remained employed Base Salary through the end of the Fiscal Year in which Employment Period and for a period of 24 months thereafter; the Date of Termination occurred based on Base Salary during the Company’s actual attainment 24 months following the Employment Period shall be the Base Salary that was payable during the final year of the applicable Performance Targets Employment Period;
(prorated based on ii) annual incentive award for the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date Executive's death occurs, based on the original target award performance for such year, payable in a single installment promptly after his death;
(iii) continued participation by the Executive's spouse during her lifetime in the Company's medical and dental plans, or, in the event that the Executive's spouse is not eligible to participate in such plans or such plans are terminated after the termination of Termination occurs)the Executive's employment, in plans (including plans maintained solely for the benefit of the Executive's spouse) that provide benefits that are equivalent to those provided under each of the Company's medical and dental plans on the date the Executive's employment is terminated;
(iv) the supplemental pension benefit provided in Section 6 shall fully vest; and
(v) upon the death of both the Executive and his spouse, the Company shall, upon the demand of the Executive's or his spouse's estate or his or her beneficiaries, as the case may be, (A) buy back from such estate or such beneficiaries 7,500,000 shares of Stock (or such lesser amount as may be specified in such demand) within ninety days of such demand at the Fair Market Value thereof during the calendar quarter ending immediately prior to the date of such demand, or register the public offer and sale by such estate or such beneficiaries of 7,500,000 shares of Stock (or such lesser amount as may be specified in such demand) pursuant to the Registration Rights Agreement; PROVIDED, HOWEVER, that the Company shall not have any obligation either to buy back shares of Stock or to register the public offer and sale thereof if such estate or such beneficiaries can then sell all shares of Stock owned by it or them in a public offering in an unlimited number without registration of such sale under the Securities Act of 1933, as amended.
Appears in 1 contract
Sources: Employment Agreement (Blyth Inc)
Termination Due to Death. If In the event the Executive dies during the term of employment hereunder, the Executive’s employment is terminated pursuant to Section 4.1(a) due to 's spouse, if the spouse survives the Executive’s death, then, notwithstanding the last sentence of Section 3.2, in addition to the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, as of the Date of Termination, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to the Executive (or to such person as the Executive shall designate prior to the Executive’s death in a written notice to the Company or, if no such person is designatedthe Executive's spouse does not survive her, the Executive’s estate) a prorated amount estate or other legal representative of the Annual Bonus for Executive) shall be entitled to receive the Fiscal Year Base Salary as provided in which Section 4, above, at the Date rate in effect at the time of Termination occurs that Executive's death, to be paid in accordance with the Executive would have received to Company's regular payroll practices or in a lump sum, at the extent she remained employed Company's option, through the end of the Fiscal Year sixth month after the month in which the Date Executive dies. In addition to the above, the estate or other legal representative of Termination occurred based on the Executive shall be entitled to:
(i) any annual bonus awarded in accordance with the Company’s actual attainment 's bonus program but not yet paid under Section 5, above, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above,
(ii) a pro rata bonus for the applicable Performance Targets (prorated based on the number days that the Executive is employed year of death in an amount determined by the Company during the Fiscal Year in which the Date of Termination occurs)Compensation Committee, payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier less than January 1, or later than December 31, a pro rata portion of the calendar year Executive's average annual bonus for the immediately preceding three years (or the period of the Executive's employment with the Company, if less),
(iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof,
(iv) for a period of six months following the calendar year Executive's death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive's dependents, if any, under the Company's medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in which existence for other executives during the Date coverage period; PROVIDED, THAT, if the Executive's dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and
(v) the vested accrued benefits, if any, under the employee benefit programs of Termination occurs).the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs. [XL CAPITAL LOGO]
Appears in 1 contract
Termination Due to Death. If In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices (as in effect at the time of death), through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to:
(i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5 above, to be paid at the time such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to death in accordance with Section 7 above,
(ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment is terminated pursuant with the Company, if less),
(iii) the rights under any options to Section 4.1(apurchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof,
(iv) due to for a period of six months’ following the Executive’s death, thencontinued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s immediate family members, notwithstanding if any, under the last sentence of Section 3.2, in addition to Company’s medical benefit plans upon substantially the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the same terms and conditions (including cost of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior coverage to the Date of Termination immediate family members) as is then in existence for which other senior executives during the applicable performance period has ended shallcoverage period; provided, as of that, if the Date of Termination, vest Executive’s immediate family members cannot continue to participate in the amount determined based on the actual level of achievement of the performance targetsCompany plans providing such benefits, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to otherwise provide such benefits on substantially the Executive same after-tax basis as if continued participation had been permitted, and
(or to such person as v) the Executive shall designate prior to the Executive’s death in a written notice to the Company orvested accrued benefits, if no such person is designatedany, under the Executive’s estate) a prorated amount employee benefit programs of the Annual Bonus for the Fiscal Year Company, as provided in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year Section 6, above, determined in which the Date of Termination occurred based on the Company’s actual attainment of accordance with the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date terms and provisions of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs)programs.
Appears in 1 contract
Termination Due to Death. If In the event the Executive dies during the term of employment hereunder, the Executive’s employment is terminated pursuant to Section 4.1(a) due to 's spouse, if the spouse survives the Executive’s death, then, notwithstanding the last sentence of Section 3.2, in addition to the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, as of the Date of Termination, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to the Executive (or to such person as the Executive shall designate prior to the Executive’s death in a written notice to the Company or, if no such person is designatedthe Executive's spouse does not survive her, the Executive’s estate) a prorated amount estate or other legal representative of the Annual Bonus for Executive) shall be entitled to receive the Fiscal Year Base Salary as provided in which Section 4, above, at the Date rate in effect at the time of Termination occurs that Executive's death, to be paid in accordance with the Executive would have received to the extent she remained employed Company's regular payroll practices through the end of the Fiscal Year sixth month after the month in which the Date Executive dies. In addition to the above, the estate or other legal representative of Termination occurred based on the Executive shall be entitled to:
(i) any annual bonus awarded in accordance with the Company’s actual attainment of 's bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable Performance Targets program, and reimbursement of business expenses incurred prior to death in accordance with Section 7 above,
(prorated based on ii) within 45 days after the number days that date of death, a pro rata bonus for the Executive is employed year of death in an amount determined by the Company during the Fiscal Year in which the Date of Termination occurs)Compensation Committee, payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier less than January 1, or later than December 31, a pro rata portion of the calendar year Executive's average annual bonus for the immediately preceding three years (or the period of the Executive's employment with the Company, if less),
(iii) the rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof,
(iv) for a period of six months following the calendar year Executive's death, continued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive's dependents, if any, under the Company's medical benefit plans upon substantially the same terms and conditions (including cost of coverage to the dependents) as is then in which existence for other executives during the Date coverage period; PROVIDED, THAT, if the Executive's dependents cannot continue to participate in the Company plans providing such benefits, the Company shall otherwise provide such benefits on substantially the same after-tax basis as if continued participation had been permitted, and
(v) the vested accrued benefits, if any, under the employee benefit programs of Termination occurs)the Company, as provided in Section 6, above, determined in accordance with the applicable terms and provisions of such programs.
Appears in 1 contract
Termination Due to Death. If In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to:
(i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to death in accordance with Section 7 above, (ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment is terminated pursuant with the Company, if less),
(iii) the rights under any options to Section 4.1(apurchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof,
(iv) due to for a period of six months following the Executive’s death, thencontinued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, notwithstanding if any, under the last sentence of Section 3.2, in addition to Company’s medical benefit plans upon substantially the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the same terms and conditions (including cost of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior coverage to the Date of Termination dependents) as is then in existence for which other executives during the applicable performance period has ended shallcoverage period; provided, as of that, if the Date of Termination, vest Executive’s dependents cannot continue to participate in the amount determined based on the actual level of achievement of the performance targetsCompany plans providing such benefits, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to otherwise provide such benefits on substantially the Executive same after-tax basis as if continued participation had been permitted (or and any payment made by the Company in respect of any taxes imposed with respect to such person as the Executive benefits shall designate prior be paid to the Executive’s death in a written notice dependents, or to the Company orapplicable taxing authority on their behalf, no later than the due date of such taxes), and
(v) the vested accrued benefits, if no such person is designatedany, under the Executive’s estate) a prorated amount employee benefit programs of the Annual Bonus for the Fiscal Year Company, as provided in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year Section 6, above, determined in which the Date of Termination occurred based on the Company’s actual attainment of accordance with the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date terms and provisions of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs)programs.
Appears in 1 contract
Termination Due to Death. If the ExecutiveThe Employee’s employment is terminated shall terminate upon the Employee’s death. In such event, the legal representative of the Employee’s estate or the Employee’s beneficiary as designated pursuant to Section 4.1(a) due 12.i. shall be entitled to the Executive’s death, then, notwithstanding the last sentence of Section 3.2, in addition to the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to receive:
i. any unpaid Base Salary through the Date of Termination shall, Termination;
ii. any Incentive Bonus that has been earned in respect of a previous calendar year but not paid as of the Date of Termination;
iii. any deferred compensation (including, become vested and exercisablewithout limitation, subject interest or other credits on such deferred amounts), to the terms and conditions extent permitted under Section 409A of the applicable equity Code, under any plan or agreement pursuant to which such deferred compensation was provided, in each case to be paid in accordance with the terms of the plan or agreement pursuant to which such deferred compensation was provided; EMPLOYMENT AGREEMENT -10- ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇. payment in respect of any accrued but unused paid time off or sick pay and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately reimbursement for any business expenses incurred but not yet reimbursed prior to the Date of Termination Termination;
v. for which three (3) years following the applicable performance period has ended shall, as date of the Date of TerminationEmployee’s death, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay continue all Medical Benefits to the Executive (or Employee’s family at least equal to such person as those which would have been provided to them in accordance with the Executive shall designate prior plans and programs described in Section 4.e. of this Agreement if the Employee’s employment had not been terminated due to his death or, if more favorable to the ExecutiveEmployee’s death family, as in a written notice effect generally at any time thereafter during the aforesaid period with respect to other senior executives of the Company and their families; provided that the Employee’s family shall make all premium payments that would otherwise be required of the Employee if the Employee’s employment had not been terminated due to death. In the event that the participation of the Employee’s family in any such Medical Benefits plan or program is barred, the Company shall arrange to provide the Employee’s family with family Medical Benefits substantially similar to those which the Employee’s family would otherwise have been entitled to receive under such plans and programs from which continued participation is barred, provided that the Employee’s family shall make payments to the Company or, if no such person is designated, the Executive’s estate) a prorated amount of the Annual Bonus for the Fiscal Year in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year in which the Date of Termination occurred based on the Company’s actual attainment of the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable amounts and at the same time such Annual Bonus times as any premiums would have been paid had by the Executive remained employed through Employee’s family pursuant to the end immediately preceding sentence; and
vi. any other compensation or benefits which may be owed or provided to or in respect of the Fiscal Year Employee in which accordance with the Date terms and provisions of Termination occurs but in this Agreement or any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) plans and programs of the Department of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs)Company.
Appears in 1 contract
Termination Due to Death. If In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive her, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices (as in effect at the time of death), through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to:
(i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5 above, to be paid at the time such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to death in accordance with Section 7 above,
(ii) if the date of death occurs after 2008, within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment with the Company, if less),
(iii) if the date of death occurs prior to the date the second installment of the 2008 Guaranteed Bonus is terminated pursuant paid, such unpaid installment shall be paid as provided in Section 5 as if the Executive’s employment had not terminated,
(iv) the rights under any options to Section 4.1(apurchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof,
(v) due to for a period of six months following the Executive’s death, thencontinued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s immediate family members, notwithstanding if any, under the last sentence of Section 3.2, in addition to Company’s medical benefit plans upon substantially the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the same terms and conditions (including cost of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior coverage to the Date of Termination immediate family members) as is then in existence for which other senior executives during the applicable performance period has ended shallcoverage period; provided, as of that, if the Date of Termination, vest Executive’s immediate family members cannot continue to participate in the amount determined based on the actual level of achievement of the performance targetsCompany plans providing such benefits, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to otherwise provide such benefits on substantially the Executive same after-tax basis as if continued participation had been permitted, and
(or to such person as vi) the Executive shall designate prior to the Executive’s death in a written notice to the Company orvested accrued benefits, if no such person is designatedany, under the Executive’s estate) a prorated amount employee benefit programs of the Annual Bonus for the Fiscal Year Company, as provided in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year Section 6, above, determined in which the Date of Termination occurred based on the Company’s actual attainment of accordance with the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date terms and provisions of Termination occurs)such programs, payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in including any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier than January 1previously granted and unpaid LTIP, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs)deferred cash and retention awards.
Appears in 1 contract
Termination Due to Death. If In the event the Executive’s employment is terminated pursuant by reason of death, subject to Section 4.1(a7.1(i), the Company’s obligations under this Agreement shall immediately expire. Notwithstanding the foregoing, the Company shall be obligated to pay to the Executive the following:
(a) due Base Salary through the Effective Date of Termination;
(b) An amount equal to the Executive’s deathunpaid Target Annual Bonus established for the fiscal year in which such termination is effective, multiplied by a fraction, the numerator of which is the number of completed days in the then, notwithstanding -existing fiscal year through the last sentence of Section 3.2, in addition to the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Effective Date of Termination, become vested and exercisable, subject the denominator of which is 365;
(c) Base Salary until earlier of six (6) months after the Effective Date of Termination or the commencement of death benefits under any existing group life insurance plan maintained by the Company.
(d) The Company shall pay any earned but unpaid Target Annual Bonus with respect to the terms and conditions calendar year ended prior to the termination of the applicable equity plan Executive’s employment.
(e) The Company shall fully accelerate vesting of any and equity award agreement(sall unvested stock options, restricted stock units and restricted stock grants held by the Executive;
(f) Accrued but unused vacation pay through the Effective Date of Termination; and
(g) All other than those relating rights and benefits the Executive is vested in, pursuant to vesting or forfeiture upon termination other plans and programs of employmentthe Company.
(h) The benefits described in Sections 7.1(a), (b) all unvested performance-based restricted share awards held by and (f) shall be paid in cash to the Executive immediately prior to in a single lump sum as soon as practicable following the Date of Termination for which the applicable performance period has ended shall, as of the Effective Date of Termination, vest but in the amount determined based on the actual level of achievement of the performance targets, subject no event more than 30 days after such date. All other payments due to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture Executive upon termination of employment, including those described in Sections 7.1(c), (d) (e) and (cg), shall be paid in accordance with the terms of such applicable plans or programs or, in the case of Section 7.1(c) at the times set forth therein.
(i) With the exception of Articles 9, 10, 11, 12, 15 and 16 and Section 7.1 (which shall survive such termination), the Company shall pay to the Executive (or to such person as and the Executive shall designate prior to have no further obligations under this Agreement following the Executive’s death in a written notice to the Company or, if no such person is designated, the Executive’s estate) a prorated amount of the Annual Bonus for the Fiscal Year in which the Effective Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year in which the Date of Termination occurred based on the Company’s actual attainment of the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to this Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs)7.1.
Appears in 1 contract
Sources: Employment Agreement (Dendreon Corp)
Termination Due to Death. If In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices, through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to:
(i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under the applicable program, and reimbursement of business expenses incurred prior to death in accordance with Section 7(a) above,
(ii) within 45 days after the date of death, a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment is terminated pursuant with the Company, if less),
(iii) the rights under any options to Section 4.1(apurchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof,
(iv) due to for a period of six months following the Executive’s death, thencontinued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s immediate family members, notwithstanding if any, under the last sentence of Section 3.2, in addition to Company’s medical benefit plans upon substantially the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the same terms and conditions (including cost of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior coverage to the Date of Termination immediate family members) as is then in existence for which other senior executives during the applicable performance period has ended shallcoverage period; provided, as of that, if the Date of Termination, vest Executive’s immediate family members cannot continue to participate in the amount determined based on the actual level of achievement of the performance targetsCompany plans providing such benefits, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to otherwise provide such benefits on substantially the Executive same after-tax basis as if continued participation had been permitted, and
(or to such person as v) the Executive shall designate prior to the Executive’s death in a written notice to the Company orvested accrued benefits, if no such person is designatedany, under the Executive’s estate) a prorated amount employee benefit programs of the Annual Bonus for the Fiscal Year Company, as provided in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year Section 6, above, determined in which the Date of Termination occurred based on the Company’s actual attainment of accordance with the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date terms and provisions of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs)programs.
Appears in 1 contract
Sources: Employment Agreement (Security Capital Assurance LTD)
Termination Due to Death. If the ExecutiveThe Employee’s employment is terminated shall terminate upon the Employee’s death. In such event, the legal representative of Employee’s estate or Employee’s beneficiary as designated pursuant to Section 4.1(a10.i. shall be entitled to receive:
i. any unpaid Base Salary through the Date of Termination;
ii. any deferred compensation (including, without limitation, interest or other credits on such deferred amounts) due to the Executive’s deathextent permitted under any plan or agreement pursuant to which such deferred compensation was provided, thenany Incentive Bonus, notwithstanding any accrued vacation pay and any reimbursement for expenses incurred but not yet paid prior to such Date of Termination;
iii. a periodic payment (the last sentence of Section 3.2, in addition “Death Termination Payment”) equal to the amounts set forth Employee’s Aggregate Compensation for the calendar year prior to the year in Section 4.3which the Employee’s death occurs divided by 26, which shall be paid to the legal representative of the Employee’s estate or Employee’s designated beneficiary in bi-weekly installments for a period of 24 months following the Employee’s date of death;
iv. for three (a3) all unvested Equity Awards that, on and years following the date of grantEmployee’s death, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, as of the Date of Termination, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay continue all Medical Benefits to the Executive (or Employee’s family at least equal to such person as those which would have been provided to them in accordance with the Executive shall designate prior plans and programs described in Section 4.e. of this Agreement if the Employee’s employment had not been terminated due to his death or, if more favorable to the ExecutiveEmployee’s death family, as in a written notice effect generally at any time thereafter during the aforesaid period with respect to other senior executives of the Company and their families; provided that the Employee’s family shall make all premium payments that would otherwise be required of the Employee if the Employee’s employment had not been terminated due to death. In the event that the participation of the Employee’s family in any such Medical Benefits plan or program is barred, the Company shall arrange to provide the Employee’s family with family Medical Benefits substantially similar to those which the Employee’s family would otherwise have been entitled to receive under such plans and programs from which continued participation is barred, provided that the Employee’s family shall make payments to the Company or, if no such person is designated, the Executive’s estate) a prorated amount of the Annual Bonus for the Fiscal Year in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year in which the Date of Termination occurred based on the Company’s actual attainment of the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date of Termination occurs), payable amounts and at the same time such Annual Bonus times as any premiums would have been paid had by the Executive remained employed through Employee’s family pursuant to the end immediately preceding sentence; and v. any other compensation or benefits which may be owed or provided to or in respect of the Fiscal Year Employee in which accordance with the Date terms and provisions of Termination occurs but in this Agreement or any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) plans and programs of the Department of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs)Company.
Appears in 1 contract
Termination Due to Death. If In the Executive’s employment is terminated pursuant to Section 4.1(a) due to the Executive’s death, then, notwithstanding the last sentence of Section 3.2, in addition to the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by event the Executive immediately prior to dies during the Date term of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior to the Date of Termination for which the applicable performance period has ended shall, as of the Date of Termination, vest in the amount determined based on the actual level of achievement of the performance targets, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to the Executive (or to such person as the Executive shall designate prior to the Executive’s death in a written notice to the Company or, if no such person is designatedemployment hereunder, the Executive’s estate) 's spouse, if the spouse survives the Executive, shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive's death, to be paid in accordance with the Company's regular payroll practices or in a prorated amount of lump sum, at the Annual Bonus for the Fiscal Year in which the Date of Termination occurs that the Executive would have received to the extent she remained employed Company's option, through the end of the Fiscal Year sixth month after the month in which the Date Executive dies. In the event that the Executive's spouse does not survive him, the estate or other legal representative of Termination occurred based on the Executive shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of the Executive's death, to be paid in accordance with the Company’s actual attainment of the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year 's regular payroll practices or in which the Date of Termination occurs)a lump sum, payable at the same time such Annual Bonus would have been paid had the Executive remained employed Company's option, through the end of the Fiscal Year sixth month after the month in which the Date of Termination occurs but in any event within Executive dies. In addition to the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) above, the estate or other legal representative of the Department Executive shall be entitled to:
(i) any annual bonus earned in accordance with the Company's bonus program or awarded but not yet paid under Section 5, above,
(ii) a pro rata bonus for the year of Treasury Regulations (death in an amount determined by the Compensation Committee, but in no event earlier less than January 1a pro rata portion of the Executive's target bonus for the year,
(iii) full and immediate vesting as of the date of death of all rights under any options to purchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive,
(iv) full and immediate vesting under the Company's pension plans as of the date of death, to the extent permitted by applicable law, and
(v) any other rights and benefits, if any, available under employee benefit programs of the Company, or later than December 31their equivalent, as provided in Section 6, above, and under business expense reimbursement and fringe benefits programs as described in Section 7, above, determined in accordance with the applicable terms and provisions of such programs, PROVIDED that such rights and benefits (excluding any right to be considered for additional grants under the Company's stock option and other stock-based compensation or incentive plans), or the economic equivalent thereof on an after-tax basis to the Executive's estate or other legal representative, shall continue for at least six months following the end of the calendar year immediately following the calendar year month in which the Date of Termination occurs)Executive dies.
Appears in 1 contract
Termination Due to Death. If In the event the Executive dies during the term of employment hereunder, the Executive’s spouse, if the spouse survives the Executive, (or, if the Executive’s spouse does not survive him, the estate or other legal representative of the Executive) shall be entitled to receive the Base Salary as provided in Section 4, above, at the rate in effect at the time of Executive’s death, to be paid in accordance with the Company’s regular payroll practices (as in effect at the time of death) through the end of the sixth month after the month in which the Executive dies. In addition to the above, the estate or other legal representative of the Executive shall be entitled to:
(i) any annual bonus awarded in accordance with the Company’s bonus program but not yet paid under Section 5, above, to be paid at the time such bonus would otherwise be due under Section 5 above, and reimbursement of business expenses incurred prior to death in accordance with Section 7 above, (ii) within 45 days after the date of death (with the actual date of payment within such 45 day period to be determined by the Company), a pro rata bonus for the year of death in an amount determined by the Compensation Committee, but in no event less than a pro rata portion of the Executive’s average annual bonus for the immediately preceding three years (or the period of the Executive’s employment is terminated pursuant with the Company, if less),
(iii) the rights under any options to Section 4.1(apurchase equity securities of the Company or other rights with respect to equity securities of the Company, including any restricted stock or other securities, held by the Executive determined in accordance with the terms thereof,
(iv) due to for a period of six months following the Executive’s death, thencontinued medical benefit plan coverage (including dental and vision benefits if provided under the applicable plans) for the Executive’s dependents, notwithstanding if any, under the last sentence of Section 3.2, in addition to Company’s medical benefit plans upon substantially the amounts set forth in Section 4.3, (a) all unvested Equity Awards that, on and following the date of grant, were subject to only service-based vesting held by the Executive immediately prior to the Date of Termination shall, as of the Date of Termination, become vested and exercisable, subject to the same terms and conditions (including cost of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), (b) all unvested performance-based restricted share awards held by the Executive immediately prior coverage to the Date of Termination dependents) as is then in existence for which other executives during the applicable performance period has ended shallcoverage period; provided, as of that, if the Date of Termination, vest Executive’s dependents cannot continue to participate in the amount determined based on the actual level of achievement of the performance targetsCompany plans providing such benefits, subject to the terms and conditions of the applicable equity plan and equity award agreement(s) (other than those relating to vesting or forfeiture upon termination of employment), and (c) the Company shall pay to otherwise provide such benefits on substantially the Executive same after-tax basis as if continued participation had been permitted (or and any payment made by the Company in respect of any taxes imposed with respect to such person as the Executive benefits shall designate prior be paid to the Executive’s death in a written notice dependents, or to the Company orapplicable taxing authority on their behalf, no later than the due date of such taxes), and
(v) the vested accrued benefits, if no such person is designatedany, under the Executive’s estate) a prorated amount employee benefit programs of the Annual Bonus for the Fiscal Year Company, as provided in which the Date of Termination occurs that the Executive would have received to the extent she remained employed through the end of the Fiscal Year Section 6, above, determined in which the Date of Termination occurred based on the Company’s actual attainment of accordance with the applicable Performance Targets (prorated based on the number days that the Executive is employed by the Company during the Fiscal Year in which the Date terms and provisions of Termination occurs), payable at the same time such Annual Bonus would have been paid had the Executive remained employed through the end of the Fiscal Year in which the Date of Termination occurs but in any event within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 1.409A-1(b)(4) of the Department of Treasury Regulations (but in no event earlier than January 1, or later than December 31, of the calendar year immediately following the calendar year in which the Date of Termination occurs)programs.
Appears in 1 contract