Termination During a Change of Control. Notwithstanding Section 5.4, if within one year after a Change of Control (as defined below), executive’s employment is terminated by the Company (other than for Disability, death or Cause) or Executive resigns for Good Reason, Executive shall receive the payments and benefits set forth in this Section 5.5: (a) Executive’s Accrued Employment Entitlements; plus (b) An amount (the “Section 5.5 Termination Amount”) in addition to any other cash compensation beyond that provided in (a) above, which amount shall be equal to the sum of two times Executive’s annual Base Salary; plus an amount equal to one and one half times the most recent Annual Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) days following such termination of employment provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, the amount shall be paid no earlier than January 1 of the next year; and (c) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s, a successor’s or acquiror’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees for a period of thirty (30) months from the termination date. Following the expiration of such thirty (30) month period, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit plans by the Company or as are required to be provided in accordance with applicable law. (d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination of employment and shall remain exercisable, in each case, in accordance with the terms contained in the plan and the agreement pursuant to which such compensation awards were granted, but in no event shall Executive’s rights under any such Equity Awards be less favorable than the terms applicable to a Sale of the Company or other change in control contained in the plan and the agreement pursuant to which such Equity Awards were granted. (e) For purposes of the calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5.
Appears in 8 contracts
Sources: Employment Agreement (Cinemark Holdings, Inc.), Employment Agreement (Cinemark Holdings, Inc.), Employment Agreement (Cinemark Holdings, Inc.)
Termination During a Change of Control. Notwithstanding Section 5.46.1 or 6.2, if within three months prior to or one year after a Change of Control (as defined below), executive’s Executive's employment is terminated by the Company (other than for Permanent Disability, death or Cause) or Executive resigns for Good Reason, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and benefits set forth in expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated or resigns under this Section 5.56.3, Executive shall also be entitled to receive:
(a) Executive’s Accrued Employment Entitlements; plus
(b) An an amount (the “Section 5.5 Termination Amount”) in addition to lieu of any other cash compensation beyond that provided in (a) abovethe immediately preceding sentence, which amount shall be equal to the sum of:
(i) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination or resignation occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive's termination or resignation and the denominator of which is 365, payable at the same time as bonuses are paid to other executives; and
(ii) two times Executive’s 's annual Base Salary; plus an amount equal to one and one half times the most recent Annual Executive's Target Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) 30 days following such termination or resignation of employment employment; provided further, that if such termination or resignation occurs within thirty (30) 90 days prior to the calendar year end, the payment, without interest, the amount shall be paid no earlier than payable on January 1 of the next yearyear following the date of Executive’s termination or resignation; and
(cb) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s, a successor’s or acquiror’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees continued coverage for a 30-month period of thirty (30) months from the termination date. Following the expiration of such thirty (30) month periodunder any employee medical, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit health and life insurance plans by the Company or as are required to be provided in accordance with applicable law.
(d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination of employment and shall remain exercisable, in each case, in accordance with the respective terms contained in the plan and the agreement pursuant thereof applicable to which such compensation awards were granted, but in no event shall Executive’s rights under any such Equity Awards be less favorable active employees (other than the terms applicable requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by Executive to a Sale the Company. A Change of Control shall be deemed to have occurred upon both of the following occurring: (A) any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than Anschutz Company, The Anschutz Corporation, or any entity or organization controlled by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (collectively, the "Anschutz Entities"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) acquires 20% or more of the combined voting power of the then-outstanding voting securities of the Company or other change in control contained entitled to vote generally in the plan election of directors ("Voting Power"); and the agreement pursuant to which (B) such Equity Awards were granted.
beneficial ownership (eas so defined) For purposes by such individual, entity or group of more than 20% of the calculation Voting Power then exceeds the beneficial ownership (as so defined) by the Anschutz Entities of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5the Voting Power.
Appears in 3 contracts
Sources: Employment Agreement (Regal Entertainment Group), Employment Agreement (Regal Entertainment Group), Employment Agreement (Regal Entertainment Group)
Termination During a Change of Control. Notwithstanding Section 5.46.1 or 6.2, if within three months prior to or one year after a Change of Control (as defined below), executiveExecutive’s employment is terminated by the Company (other than for Permanent Disability, death or Cause) or Executive resigns for Good Reason, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and benefits set forth in expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated or resigns under this Section 5.56.3, Executive shall also be entitled to receive:
(a) Executive’s Accrued Employment Entitlements; plus
(b) An an amount (the “Section 5.5 Termination Amount”) in addition to lieu of any other cash compensation beyond that provided in (a) abovethe immediately preceding sentence, which amount shall be equal to the sum of:
(i) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination or resignation occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination or resignation and the denominator of which is 365, payable at the same time as bonuses are paid to other executives; and
(ii) two times Executive’s annual Base Salary; plus an amount equal to one and one half times the most recent Annual Executive’s Target Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) 30 days following such termination or resignation of employment employment; provided further, that if such termination or resignation occurs within thirty (30) 90 days prior to the calendar year end, the payment, without interest, the amount shall be paid no earlier than payable on January 1 of the next yearyear following the date of Executive’s termination or resignation; and
(cb) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s, a successor’s or acquiror’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees continued coverage for a 30-month period of thirty (30) months from the termination date. Following the expiration of such thirty (30) month periodunder any employee medical, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit health and life insurance plans by the Company or as are required to be provided in accordance with applicable law.
(d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination of employment and shall remain exercisable, in each case, in accordance with the respective terms contained in the plan and the agreement pursuant thereof applicable to which such compensation awards were granted, but in no event shall Executive’s rights under any such Equity Awards be less favorable active employees (other than the terms applicable requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by Executive to a Sale the Company. A Change of Control shall be deemed to have occurred upon both of the following occurring: (A) any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than Anschutz Company, The Anschutz Corporation, or any entity or organization controlled by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (collectively, the “Anschutz Entities”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) acquires 20% or more of the combined voting power of the then-outstanding voting securities of the Company or other change in control contained entitled to vote generally in the plan election of directors (“Voting Power”); and the agreement pursuant to which (B) such Equity Awards were granted.
beneficial ownership (eas so defined) For purposes by such individual, entity or group of more than 20% of the calculation Voting Power then exceeds the beneficial ownership (as so defined) by the Anschutz Entities of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5the Voting Power.
Appears in 3 contracts
Sources: Employment Agreement (Regal Entertainment Group), Employment Agreement (Regal Entertainment Group), Employment Agreement (Regal Entertainment Group)
Termination During a Change of Control. Notwithstanding Section 5.46.1 or 6.2, if within three months prior to or one year after a Change of Control (as defined below), executive’s Executive's employment is terminated by the Company (other than for Permanent Disability, death or Cause) or the Executive resigns for Good Reason, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and benefits set forth in expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated or resigns under this Section 5.56.3, Executive shall also be entitled to receive:
(a) Executive’s Accrued Employment Entitlements; plus
(b) An an amount (the “"Section 5.5 6.3 Termination Amount”") in addition to lieu of any other cash compensation beyond that provided in (a) abovethe immediately preceding sentence, which amount shall be equal to the sum of:
(i) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive's termination and the denominator of which is 365, payable at the same time as bonuses are paid to other executives; and
(ii) two and one half times Executive’s 's annual Base Salary; plus an amount equal to one and one half two times the most recent Annual Executive's Target Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) 30 days following such termination of employment employment; provided further, that if such termination or resignation occurs within thirty (30) 90 days prior to the calendar year end, Executive shall have the option to defer payment, without interest, of the amount shall be paid no earlier than Section 6.3 Termination Amount to January 1 of the next year; and
(cb) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s, a successor’s or acquiror’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees continued coverage for a 30-month period of thirty (30) months from the termination date. Following the expiration of such thirty (30) month periodunder any employee medical, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit health and life insurance plans by the Company or as are required to be provided in accordance with applicable law.
(d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination of employment and shall remain exercisable, in each case, in accordance with the respective terms contained in the plan and the agreement pursuant thereof applicable to which such compensation awards were granted, but in no event shall Executive’s rights under any such Equity Awards be less favorable active employees (other than the terms applicable requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by the Executive to a Sale the Company. A Change of Control shall be deemed to have occurred upon both of the following occurring: (A) any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than Anschutz Company, The Anschutz Corporation, or any entity or organization controlled by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (collectively, the "Anschutz Entities"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) acquires 20% or more of the combined voting power of the then-outstanding voting securities of the Company or other change in control contained entitled to vote generally in the plan election of directors ("Voting Power"); and the agreement pursuant to which (B) such Equity Awards were granted.
beneficial ownership (eas so defined) For purposes by such individual, entity or group of more than 20% of the calculation Voting Power then exceeds the beneficial ownership (as so defined) by the Anschutz Entities of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5the Voting Power.
Appears in 2 contracts
Sources: Employment Agreement (Regal Entertainment Group), Employment Agreement (Regal Entertainment Group)
Termination During a Change of Control. Notwithstanding Section 5.46.1 or 6.2, if within three months prior to or one year after a Change of Control (as defined below), executive’s Executive's employment is terminated by the Company (other than for Permanent Disability, death or Cause) or the Executive resigns for Good Reason, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and benefits set forth in expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated or resigns under this Section 5.56.3, Executive shall also be entitled to receive:
(a) Executive’s Accrued Employment Entitlements; plus
(b) An an amount (the “"Section 5.5 6.3 Termination Amount”") in addition to lieu of any other cash compensation beyond that provided in (a) abovethe immediately preceding sentence, which amount shall be equal to the sum of:
(i) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination or resignation occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive's termination or resignation and the denominator of which is 365, payable at the same time as bonuses are paid to other executives; and
(ii) two and one half times Executive’s 's annual Base Salary; plus an amount equal to one and one half two times the most recent Annual Executive's Target Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) 30 days following such termination or resignation of employment employment; provided further, that if such termination or resignation occurs within thirty (30) 90 days prior to the calendar year end, the payment, without interest, the amount shall be paid no earlier than payable on January 1 of the next yearyear following the date of the Executive's termination or resignation; and
(cb) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s, a successor’s or acquiror’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees continued coverage for a 30-month period of thirty (30) months from the termination date. Following the expiration of such thirty (30) month periodunder any employee medical, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit health and life insurance plans by the Company or as are required to be provided in accordance with applicable law.
(d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination of employment and shall remain exercisable, in each case, in accordance with the respective terms contained in the plan and the agreement pursuant thereof applicable to which such compensation awards were granted, but in no event shall Executive’s rights under any such Equity Awards be less favorable active employees (other than the terms applicable requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by the Executive to a Sale the Company. A Change of Control shall be deemed to have occurred upon both of the following occurring: (A) any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than Anschutz Company, The Anschutz Corporation, or any entity or organization controlled by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (collectively, the "Anschutz Entities"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) acquires 20% or more of the combined voting power of the then-outstanding voting securities of the Company or other change in control contained entitled to vote generally in the plan election of directors ("Voting Power"); and the agreement pursuant to which (B) such Equity Awards were granted.
beneficial ownership (eas so defined) For purposes by such individual, entity or group of more than 20% of the calculation Voting Power then exceeds the beneficial ownership (as so defined) by the Anschutz Entities of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5the Voting Power.
Appears in 1 contract
Termination During a Change of Control. Notwithstanding Section 5.46.1 or 6.2, if within three months prior to or one year after a Change of Control (as defined below), executive’s Executive's employment is terminated by the Company (other than for Permanent Disability, death or Cause) or Executive resigns for Good Reason, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which she is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and benefits set forth in expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated or resigns under this Section 5.56.3, Executive shall also be entitled to receive:
(a) Executive’s Accrued Employment Entitlements; plus
(b) An an amount (the “"Section 5.5 6.3 Termination Amount”") in addition to lieu of any other cash compensation beyond that provided in (a) abovethe immediately preceding sentence, which amount shall be equal to the sum of:
(i) the actual bonus, if any, she would have received in respect of the fiscal year in which her termination or resignation occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive's termination or resignation and the denominator of which is 365, payable at the same time as bonuses are paid to other executives; and
(ii) two times Executive’s 's annual Base Salary; plus an amount equal to one and one half times the most recent Annual Executive's Target Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) 30 days following such termination or resignation of employment employment; provided further, that if such termination or resignation occurs within thirty (30) 90 days prior to the calendar year end, the payment, without interest, the amount shall be paid no earlier than payable on January 1 of the next yearyear following the date of the Executive's termination or resignation; and
(cb) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s, a successor’s or acquiror’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees continued coverage for a 30-month period of thirty (30) months from the termination date. Following the expiration of such thirty (30) month periodunder any employee medical, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit health and life insurance plans by the Company or as are required to be provided in accordance with applicable law.
(d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination of employment and shall remain exercisable, in each case, in accordance with the respective terms contained in the plan and the agreement pursuant thereof applicable to which such compensation awards were granted, but in no event shall Executive’s rights under any such Equity Awards be less favorable active employees (other than the terms applicable requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by Executive to a Sale the Company. A Change of Control shall be deemed to have occurred upon both of the following occurring: (A) any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than Anschutz Company, The Anschutz Corporation, or any entity or organization controlled by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (collectively, the "Anschutz Entities"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) acquires 20% or more of the combined voting power of the then-outstanding voting securities of the Company or other change in control contained entitled to vote generally in the plan election of directors ("Voting Power"); and the agreement pursuant to which (B) such Equity Awards were granted.
beneficial ownership (eas so defined) For purposes by such individual, entity or group of more than 20% of the calculation Voting Power then exceeds the beneficial ownership (as so defined) by the Anschutz Entities of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5the Voting Power.
Appears in 1 contract
Termination During a Change of Control. Notwithstanding Section 5.46.1 or 6.2, if within three months prior to or one year after a Change of Control (as defined below), executive’s Executive's employment is terminated by the Company (other than for Permanent Disability, death or Cause) or Executive resigns for Good Reason, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and benefits set forth in expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated or resigns under this Section 5.56.3, Executive shall also be entitled to receive:
(a) Executive’s Accrued Employment Entitlements; plus
(b) An an amount (the “"Section 5.5 6.3 Termination Amount”") in addition to lieu of any other cash compensation beyond that provided in (a) abovethe immediately preceding sentence, which amount shall be equal to the sum of:
(i) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive's termination and the denominator of which is 365, payable at the same time as bonuses are paid to other executives; and
(ii) two times Executive’s 's annual Base Salary; plus an amount equal to one and one half times the most recent Annual Executive's Target Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) 30 days following such termination of employment employment; provided further, that if such termination or resignation occurs within thirty (30) 90 days prior to the calendar year end, Executive shall have the option to defer payment, without interest, of the amount shall be paid no earlier than Section 6.3 Termination Amount to January 1 of the next year; and
(cb) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s, a successor’s or acquiror’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees continued coverage for a 30-month period of thirty (30) months from the termination date. Following the expiration of such thirty (30) month periodunder any employee medical, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit health and life insurance plans by the Company or as are required to be provided in accordance with applicable law.
(d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination of employment and shall remain exercisable, in each case, in accordance with the respective terms contained in the plan and the agreement pursuant thereof applicable to which such compensation awards were granted, but in no event shall Executive’s rights under any such Equity Awards be less favorable active employees (other than the terms applicable requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by Executive to a Sale the Company. A Change of Control shall be deemed to have occurred upon both of the following occurring: (A) any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than Anschutz Company, The Anschutz Corporation, or any entity or organization controlled by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (collectively, the "Anschutz Entities"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) acquires 20% or more of the combined voting power of the then-outstanding voting securities of the Company or other change in control contained entitled to vote generally in the plan election of directors ("Voting Power"); and the agreement pursuant to which (B) such Equity Awards were granted.
beneficial ownership (eas so defined) For purposes by such individual, entity or group of more than 20% of the calculation Voting Power then exceeds the beneficial ownership (as so defined) by the Anschutz Entities of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5the Voting Power.
Appears in 1 contract
Termination During a Change of Control. Notwithstanding Section 5.4, if within one year after a Change of Control (as defined below), executiveExecutive’s employment is terminated by the Company (other than for Disability, death or Cause) or Executive resigns for Good Reason, Executive shall receive the payments and benefits set forth in this Section 5.5:
(a) Executive’s Accrued Employment Entitlements; plus
(b) An amount (the “Section 5.5 Termination Amount”) in addition to any other cash compensation beyond that provided in (a) above, which amount shall be equal to the sum of two times Executive’s annual Base Salary; plus an amount equal to one and one half times the most recent Annual Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) days following such termination of employment provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, the amount shall be paid no earlier than January 1 of the next year; and
(c) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s, a successor’s or acquiror’s welfare benefit plans and group health insurance programs on the same terms as similarly situated active employees for a period of thirty (30) months from the termination date. Following the expiration of such thirty (30) month period, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit plans group health insurance programs by the Company or as are required to be provided in accordance with applicable law.
(d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination of employment and shall remain exercisable, in each case, in accordance with the terms contained in the plan and the agreement pursuant to which such compensation awards were granted, but in no event shall Executive’s rights under any such Equity Awards be less favorable than the terms applicable to a Sale of the Company or other change in control contained in the plan and the agreement pursuant to which such Equity Awards were granted.
(e) For purposes of the calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5.
Appears in 1 contract
Termination During a Change of Control. Notwithstanding Section 5.4, if within one year after a Change of Control (as defined below), executive’s employment is terminated by the Company (other than for Disability, death or Cause) or Executive resigns for Good Reason, Executive shall receive the payments and benefits set forth in this Section 5.5:
(a) Executive’s Accrued Employment Entitlements; plus
(b) An amount (the “Section 5.5 Termination Amount”) in addition to any other cash compensation beyond that provided in (a) above, which amount shall be equal to the sum of two times Executive’s annual Base Salary; plus an amount equal to one and one half times the most recent Annual Bonus received by target for Executive for any fiscal year ended prior to the date of in which such termination occurs (determined without regard to any performance goals), payable in a lump sum within thirty (30) days following such termination of employment provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, the amount shall be paid no earlier than January 1 of the next year; and
(c) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s, a successor’s or acquiror’s welfare benefit plans and group health insurance programs on the same terms as similarly situated active employees for a period of thirty (30) months from the termination date. Following the expiration of such thirty (30) month period, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit plans insurance programs by the Company or as are required to be provided in accordance with applicable law.
(d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination of employment and shall remain exercisable, in each case, in accordance with the terms contained in the plan and the agreement pursuant to which such compensation awards were granted, but in no event shall Executive’s rights under any such Equity Awards be less favorable than the terms applicable to a Sale of the Company or other change in control contained in the plan and the agreement pursuant to which such Equity Awards were granted.
(e) For purposes of the calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5.
Appears in 1 contract
Termination During a Change of Control. Notwithstanding Section 5.46.1 or 6.2, if within three months prior to or one year after a Change of Control (as defined below), executiveExecutive’s employment is terminated by the Company (other than for Permanent Disability, death or Cause) or Executive resigns for Good Reason, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which she is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and benefits set forth in expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated or resigns under this Section 5.56.3, Executive shall also be entitled to receive:
(a) Executive’s Accrued Employment Entitlements; plus
(b) An an amount (the “Section 5.5 Termination Amount”) in addition to lieu of any other cash compensation beyond that provided in (a) abovethe immediately preceding sentence, which amount shall be equal to the sum of:
(i) the actual bonus, if any, she would have received in respect of the fiscal year in which her termination or resignation occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination or resignation and the denominator of which is 365, payable at the same time as bonuses are paid to other executives; and
(ii) two and one half times Executive’s annual Base Salary; plus an amount equal to one and one half two times the most recent Annual Executive’s Target Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) 30 days following such termination or resignation of employment employment; provided further, that if such termination or resignation occurs within thirty (30) 90 days prior to the calendar year end, the payment, without interest, the amount shall be paid no earlier than payable on January 1 of the next yearyear following the date of Executive’s termination or resignation; and
(cb) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s, a successor’s or acquiror’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees continued coverage for a 30-month period of thirty (30) months from the termination date. Following the expiration of such thirty (30) month periodunder any employee medical, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit health and life insurance plans by the Company or as are required to be provided in accordance with applicable law.
(d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination of employment and shall remain exercisable, in each case, in accordance with the respective terms contained in the plan and the agreement pursuant thereof applicable to which such compensation awards were granted, but in no event shall Executive’s rights under any such Equity Awards be less favorable active employees (other than the terms applicable requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by Executive to a Sale the Company. A Change of Control shall be deemed to have occurred upon both of the following occurring (A) any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than Anschutz Company, The Anschutz Corporation, or any entity or organization controlled by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (collectively, the “Anschutz Entities”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) acquires 20% or more of the combined voting power of the then-outstanding voting securities of the Company or other change in control contained entitled to vote generally in the plan election of directors (“Voting Power”); and the agreement pursuant to which (B) such Equity Awards were granted.
beneficial ownership (eas so defined) For purposes by such individual, entity or group of more than 20% of the calculation Voting Power then exceeds the beneficial ownership (as so defined) by the Anschutz Entities of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5the Voting Power.
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Termination During a Change of Control. Notwithstanding Section 5.46.1 or 6.2, if within three months prior to or one year after a Change of Control (as defined below), executive’s Executive's employment is terminated by the Company (other than for Permanent Disability, death or Cause) or Executive resigns for Good Reason, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which she is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and benefits set forth in expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated or resigns under this Section 5.56.3, Executive shall also be entitled to receive:
(a) Executive’s Accrued Employment Entitlements; plus
(b) An an amount (the “"Section 5.5 6.3 Termination Amount”") in addition to lieu of any other cash compensation beyond that provided in (a) abovethe immediately preceding sentence, which amount shall be equal to the sum of:
(i) the actual bonus, if any, she would have received in respect of the fiscal year in which her termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive's termination and the denominator of which is 365, payable at the same time as bonuses are paid to other executives; and
(ii) two times Executive’s 's annual Base Salary; plus an amount equal to one and one half times the most recent Annual Executive's Target Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) 30 days following such termination of employment employment; provided further, that if such termination or resignation occurs within thirty (30) 90 days prior to the calendar year end, Executive shall have the option to defer payment, without interest, of the amount shall be paid no earlier than Section 6.3 Termination Amount to January 1 of the next year; and
(cb) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s, a successor’s or acquiror’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees continued coverage for a 30-month period of thirty (30) months from the termination date. Following the expiration of such thirty (30) month periodunder any employee medical, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit health and life insurance plans by the Company or as are required to be provided in accordance with applicable law.
(d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination of employment and shall remain exercisable, in each case, in accordance with the respective terms contained in the plan and the agreement pursuant thereof applicable to which such compensation awards were granted, but in no event shall Executive’s rights under any such Equity Awards be less favorable active employees (other than the terms applicable requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by Executive to a Sale the Company. A Change of Control shall be deemed to have occurred upon both of the following occurring: (A) any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than Anschutz Company, The Anschutz Corporation, or any entity or organization controlled by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (collectively, the "Anschutz Entities"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) acquires 20% or more of the combined voting power of the then-outstanding voting securities of the Company or other change in control contained entitled to vote generally in the plan election of directors ("Voting Power"); and the agreement pursuant to which (B) such Equity Awards were granted.
beneficial ownership (eas so defined) For purposes by such individual, entity or group of more than 20% of the calculation Voting Power then exceeds the beneficial ownership (as so defined) by the Anschutz Entities of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5the Voting Power.
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Termination During a Change of Control. Notwithstanding Section 5.4, if within one year after a Change of Control (as defined below), executive’s employment is terminated by the Company (other than for Disability, death or Cause) or Executive resigns for Good Reason, Executive shall receive the payments and benefits set forth in this Section 5.5:
(a) Executive’s Accrued Employment Entitlements; plus
(b) An amount (the “Section 5.5 Termination Amount”) in addition to any other cash compensation beyond that provided in (a) above, which amount shall be equal to the sum of two times Executive’s annual Base Salary; plus an amount equal to one and one half times the most recent Annual Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) days following such termination of employment provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, the amount shall be paid no earlier than January 1 of the next year; and;
(c) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s, a successor’s or acquiror’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees for a period of thirty (30) months from the termination date. Following the expiration of such thirty (30) month period, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit plans by the Company or as are required to be provided in accordance with applicable law.;
(d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination of employment and shall remain exercisable, in each case, in accordance with the terms contained in the plan and the agreement pursuant to which such compensation awards were granted, but in no event shall Executive’s rights under any such Equity Awards be less favorable than the terms applicable to a Sale of the Company or other change in control contained in the plan and the agreement pursuant to which such Equity Awards were granted.;
(e) For purposes of the calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5.;
Appears in 1 contract
Termination During a Change of Control. Notwithstanding Section 5.4, if within one year after a Change of Control (as defined below), executive’s employment is terminated by the Company (other than for Disability, death or Cause) or Executive resigns for Good Reason, Executive shall receive the payments and benefits set forth in this Section 5.55.5 :
(a) Executive’s Accrued Employment Entitlements; plus
(b) An amount (the “Section 5.5 Termination Amount”) in addition to any other cash compensation beyond that provided in (a) above, which amount shall be equal to the sum of two times Executive’s annual Base Salary; plus an amount equal to one and one half times the most recent Annual Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) days following such termination of employment provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, the amount shall be paid no earlier than January 1 of the next year; and
(c) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s, a successor’s or acquiror’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees for a period of thirty (30) months from the termination date. Following the expiration of such thirty (30) month period, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit plans by the Company or as are required to be provided in accordance with applicable law.
(d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination of employment and shall remain exercisable, in each case, in accordance with the terms contained in the plan and the agreement pursuant to which such compensation awards were granted, but in no event shall Executive’s rights under any such Equity Awards be less favorable than the terms applicable to a Sale of the Company or other change in control contained in the plan and the agreement pursuant to which such Equity Awards were granted.
(e) For purposes of the calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5.
Appears in 1 contract
Termination During a Change of Control. Notwithstanding Section 5.46.1 or 6.2, if within three months prior to or one year after a Change of Control (as defined below), executiveExecutive’s employment is terminated by the Company (other than for Permanent Disability, death or Cause) or the Executive resigns for Good Reason, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and benefits set forth in expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated or resigns under this Section 5.56.3, Executive shall also be entitled to receive:
(a) Executive’s Accrued Employment Entitlements; plus
(b) An an amount (the “Section 5.5 6.3 Termination Amount”) in addition to lieu of any other cash compensation beyond that provided in (a) abovethe immediately preceding sentence, which amount shall be equal to the sum of:
(i) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as bonuses are paid to other executives; and
(ii) two and one half times Executive’s annual Base Salary; plus an amount equal to one and one half two times the most recent Annual Executive’s Target Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) 30 days following such termination of employment provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, the amount shall be paid no earlier than January 1 of the next yearemployment; and
(cb) Executive continued coverage for a 30-month period under any employee medical, health and Executive’s dependents life insurance plans in accordance with the respective terms thereof applicable to active employees (other than the requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by the Executive to the Company and, where applicable, shall be made pursuant to COBRA. A Change of Control shall be deemed to have occurred upon the occurrence of:
(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (x) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then outstanding voting securities of the Company entitled to continue to participate vote generally in the Company’selection of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a successor’s or acquiror’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees for a period Change of thirty Control: (30A) months any acquisition directly from the termination date. Following Company, (B) any acquisition by the expiration of such thirty Company, (30C) month period, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such acquisition by any employee benefit plans plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (A) or (B) of paragraph (iv) below, or (E) any acquisition by a Founding Member (as are required to be provided defined in accordance with applicable law.the National CineMedia, LLC Third Amended and Restated Limited Liability Operating Agreement, dated as of , 2007); or
(dii) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as The acquisition by any Person, other than a Founding Member, of the date right to (A) elect, or (B) nominate for election or (C) designate for nomination pursuant to a Director Designation Agreement dated , 2007 among the Company and the Founding Members, a majority of such termination the members of employment and shall remain exercisablethe Company’s Board;
(iii) The acquisition by any Person, other than the Company or a Founding Member, of beneficial ownership of more than 50% of the Units of NCM LLC; or
(iv) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or an acquisition of assets of another corporation (a “Business Combination”), in each case, in accordance with unless, following such Business Combination, (A) (x) all or substantially all of the terms contained individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the plan and election of directors, as the agreement pursuant to which such compensation awards were grantedcase may be, but in no event shall Executive’s rights under any such Equity Awards be less favorable than the terms applicable to a Sale of the Company or other change in control contained in the plan and the agreement pursuant to corporation resulting from such Business Combination (including, without limitation, a corporation which such Equity Awards were granted.
(e) For purposes of the calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; and (y) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”); provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board or was designated pursuant to this Section 5.5a Director Designation Agreement dated , 2007 among the Company and the Founding Members shall be considered as though such individual were a member of the Incumbent Board, at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination or (B) the Founding Members have acquired directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock or voting power of the then outstanding voting securities entitled to vote generally in the election of directors; or
(v) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or
(vi) Approval by the members of NCM LLC of a complete liquidation or dissolution of NCM LLC.
Appears in 1 contract
Termination During a Change of Control. Notwithstanding Section 5.4, if within one year after a Change of Control (as defined below), executiveExecutive’s employment is terminated by the Company (other than for Disability, death or Cause) or Executive resigns for Good Reason, Executive shall receive the payments and benefits set forth in this Section 5.5:
(a) Executive’s Accrued Employment Entitlements; plus
(b) An amount (the “Section 5.5 Termination Amount”) in addition to any other cash compensation beyond that provided in (a) above, which amount shall be equal to the sum of two times Executive’s annual Base Salary; plus an amount equal to one and one half times the most recent Annual Bonus received by target for Executive for any fiscal year ended prior to the date of in which such termination occurs (determined without regard to any performance goals), payable in a lump sum within thirty (30) days following such termination of employment provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, the amount shall be paid no earlier than January 1 of the next year; and
(c) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s, a successor’s or acquiror’s welfare benefit plans and group health insurance programs on the same terms as similarly situated active employees for a period of thirty (30) months from the termination date. Following the expiration of such thirty (30) month period, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit plans group health insurance programs by the Company or as are required to be provided in accordance with applicable law.
(d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination of employment and shall remain exercisable, in each case, in accordance with the terms contained in the plan and the agreement pursuant to which such compensation awards were granted, but in no event shall Executive’s rights under any such Equity Awards be less favorable than the terms applicable to a Sale of the Company or other change in control contained in the plan and the agreement pursuant to which such Equity Awards were granted.
(e) For purposes of the calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5.
(f) A “Change of Control” shall be deemed to have occurred upon (i) the date that any individual, entity or group (within the meaning both of Section 1.409A-3(i)(5)(vi)(D) of the Treasury Regulations and of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such individual, entity or group), beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of the total combined voting power of the voting securities of the Company entitled to vote generally in the election of directors (“Voting Power”), (ii) a majority of the members of the Company’s Board of Directors shall not be Continuing Directors (as defined below) or (iii) the sale of all or substantially all of the Company’s assets.
Appears in 1 contract
Termination During a Change of Control. Notwithstanding Section 5.46.1 or 6.2, if within three months prior to or one year after a Change of Control (as defined below), executiveExecutive’s employment is terminated by the Company (other than for Permanent Disability, death or Cause) or the Executive resigns for Good Reason, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and benefits set forth in expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated or resigns under this Section 5.56.3, Executive shall also be entitled to receive:
(a) Executive’s Accrued Employment Entitlements; plus
(b) An an amount (the “Section 5.5 6.3 Termination Amount”) in addition to lieu of any other cash compensation beyond that provided in (a) abovethe immediately preceding sentence, which amount shall be equal to the sum of:
(i) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination and the denominator of which is 365, payable at the same time as bonuses are paid to other executives; and
(ii) two and one half times Executive’s annual Base Salary; plus an amount equal to one and one half two times the most recent Annual Executive’s Target Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) 30 days following such termination of employment provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, the amount shall be paid no earlier than January 1 of the next yearemployment; and
(cb) Executive continued coverage for a 30-month period under any employee medical, health and Executive’s dependents life insurance plans in accordance with the respective terms thereof applicable to active employees (other than the requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by the Executive to the Company and, where applicable, shall be made pursuant to COBRA. A Change of Control shall be deemed to have occurred upon the occurrence of:
(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (x) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then outstanding voting securities of the Company entitled to continue to participate vote generally in the Company’selection of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a successor’s or acquiror’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees for a period Change of thirty Control: (30A) months any acquisition directly from the termination date. Following Company, (B) any acquisition by the expiration of such thirty Company, (30C) month period, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such acquisition by any employee benefit plans plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (A) or (B) of paragraph (iv) below, or (E) any acquisition by a Founding Member (as are required to be provided defined in accordance with applicable law.the National CineMedia, LLC Third Amended and Restated Limited Liability Operating Agreement, dated as of February 13, 2007); or
(dii) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as The acquisition by any Person, other than a Founding Member, of the date right to (A) elect or (B) nominate for election or (C) designate for nomination pursuant to a Director Designation Agreement dated February 13, 2007 among the Company and the Founding Members, a majority of such termination the members of employment and shall remain exercisablethe Company’s Board;
(iii) The acquisition by any Person, other than the Company or a Founding Member, of beneficial ownership of more than 50% of the Units of NCM LLC; or
(iv) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or an acquisition of assets of another corporation (a “Business Combination”), in each case, in accordance with unless, following such Business Combination, (A) (x) all or substantially all of the terms contained individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the plan and election of directors, as the agreement pursuant to which such compensation awards were grantedcase may be, but in no event shall Executive’s rights under any such Equity Awards be less favorable than the terms applicable to a Sale of the Company or other change in control contained in the plan and the agreement pursuant to corporation resulting from such Business Combination (including, without limitation, a corporation which such Equity Awards were granted.
(e) For purposes of the calculation of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be; and (y) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”); provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board or was designated pursuant to this Section 5.5a Director Designation Agreement dated February 13, 2007 among the Company and the Founding Members shall be considered as though such individual were a member of the Incumbent Board, at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination or (B) the Founding Members beneficially own, more than 50% of, respectively, the outstanding shares of common stock or voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such Business Combination; or
(v) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company; or
(vi) Approval by the members of NCM LLC of a complete liquidation or dissolution of NCM LLC.
Appears in 1 contract
Termination During a Change of Control. Notwithstanding Section 5.46.1 or 6.2, if within three months prior to or one year after a Change of Control (as defined below), executiveExecutive’s employment is terminated by the Company (other than for Permanent Disability, death or Cause) or Executive resigns for Good Reason, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which she is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and benefits set forth in expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated or resigns under this Section 5.56.3, Executive shall also be entitled to receive:
(a) Executive’s Accrued Employment Entitlements; plus
(b) An an amount (the “Section 5.5 Termination Amount”) in addition to lieu of any other cash compensation beyond that provided in (a) abovethe immediately preceding sentence, which amount shall be equal to the sum of:
(i) the actual bonus, if any, she would have received in respect of the fiscal year in which her termination or resignation occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination or resignation and the denominator of which is 365, payable at the same time as bonuses are paid to other executives; and
(ii) two and one half times Executive’s annual Base Salary; plus an amount equal to one and one half two times the most recent Annual Executive’s Target Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) 30 days following such termination or resignation of employment employment; provided further, that if such termination or resignation occurs within thirty (30) 90 days prior to the calendar year end, the payment, without interest, the amount shall be paid no earlier than payable on January 1 of the next yearyear following the date of Executive’s termination or resignation; and
(cb) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s, a successor’s or acquiror’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees continued coverage for a 30-month period of thirty (30) months from the termination date. Following the expiration of such thirty (30) month periodunder any employee medical, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit health and life insurance plans by the Company or as are required to be provided in accordance with applicable law.
(d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination of employment and shall remain exercisable, in each case, in accordance with the respective terms contained in the plan and the agreement pursuant thereof applicable to which such compensation awards were granted, but in no event shall Executive’s rights under any such Equity Awards be less favorable active employees (other than the terms applicable requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by Executive to a Sale the Company. A Change of Control shall be deemed to have occurred upon both of the following occurring: (A) any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than Anschutz Company, The Anschutz Corporation, or any entity or organization controlled by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (collectively, the “Anschutz Entities”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) acquires 20% or more of the combined voting power of the then-outstanding voting securities of the Company or other change in control contained entitled to vote generally in the plan election of directors (“Voting Power”); and the agreement pursuant to which (B) such Equity Awards were granted.
beneficial ownership (eas so defined) For purposes by such individual, entity or group of more than 20% of the calculation Voting Power then exceeds the beneficial ownership (as so defined) by the Anschutz Entities of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5the Voting Power.
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Termination During a Change of Control. Notwithstanding Section 5.46.1 or 6.2, if within three months prior to or one year after a Change of Control (as defined below), executiveExecutive’s employment is terminated by the Company (other than for Permanent Disability, death or Cause) or Executive resigns for Good Reason, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and benefits set forth in expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated or resigns under this Section 5.56.3, Executive shall also be entitled to receive:
(a) Executive’s Accrued Employment Entitlements; plus
(b) An an amount (the “Section 5.5 Termination Amount”) in addition to lieu of any other cash compensation beyond that provided in (a) abovethe immediately preceding sentence, which amount shall be equal to the sum of:
(i) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination or resignation occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive’s termination or resignation and the denominator of which is 365, payable at the same time as bonuses are paid to other executives; and
(ii) two and one half times Executive’s annual Base Salary; plus an amount equal to one and one half two times the most recent Annual Executive’s Target Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) 30 days following such termination or resignation of employment employment; provided further, that if such termination or resignation occurs within thirty (30) 90 days prior to the calendar year end, the payment, without interest, the amount shall be paid no earlier than payable on January 1 of the next yearyear following the date of Executive’s termination or resignation; and
(cb) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s, a successor’s or acquiror’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees continued coverage for a 30-month period of thirty (30) months from the termination date. Following the expiration of such thirty (30) month periodunder any employee medical, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit health and life insurance plans by the Company or as are required to be provided in accordance with applicable law.
(d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination of employment and shall remain exercisable, in each case, in accordance with the respective terms contained in the plan and the agreement pursuant thereof applicable to which such compensation awards were granted, but in no event shall Executive’s rights under any such Equity Awards be less favorable active employees (other than the terms applicable requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by Executive to a Sale the Company. A Change of Control shall be deemed to have occurred upon both of the following occurring: (A) any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than Anschutz Company, The Anschutz Corporation, or any entity or organization controlled by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (collectively, the “Anschutz Entities”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) acquires 20% or more of the combined voting power of the then-outstanding voting securities of the Company or other change in control contained entitled to vote generally in the plan election of directors (“Voting Power”); and the agreement pursuant to which (B) such Equity Awards were granted.
beneficial ownership (eas so defined) For purposes by such individual, entity or group of more than 20% of the calculation Voting Power then exceeds the beneficial ownership (as so defined) by the Anschutz Entities of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5the Voting Power.
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Termination During a Change of Control. Notwithstanding Section 5.4, if within one year after a Change of Control (as defined below), executive’s 's employment is terminated by the Company (other than for Disability, death or Cause) or Executive resigns for Good Reason, Executive shall receive the payments and benefits set forth in this Section 5.5:
(a) Executive’s 's Accrued Employment Entitlements; plus
(b) An amount (the “Section 5.5 Termination Amount”Amount “) in addition to any other cash compensation beyond that provided in (a) above, which amount shall be equal to the sum of two times Executive’s 's annual Base Salary; plus an amount equal to one and one half times the most recent Annual Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) days following such termination of employment provided further, that if such termination or resignation occurs within thirty (30) days prior to the calendar year end, the payment, without interest, the amount shall be paid no earlier than January 1 of the next year; and
(c) Executive and Executive’s 's dependents shall be entitled to continue to participate in the Company’s's, a successor’s 's or acquiror’s welfare benefit plans and 's group health insurance programs on the same terms as similarly situated active employees for a period of thirty eighteen (3018) months from the termination date. Following the expiration of such thirty eighteen (3018) month period, Executive and/or Executive’s 's dependents shall be entitled to any continuation of benefits as are provided under such benefit plans by the Company or as are required to be provided in accordance with applicable law.
(d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination of employment and shall remain exercisable, in each case, in accordance with the terms contained in the plan and the agreement pursuant to which such compensation awards were granted, but in no event shall Executive’s 's rights under any such Equity Awards be less favorable than the terms applicable to a Sale of the Company or other change in control contained in the plan and the agreement pursuant to which such Equity Awards were granted.
(e) For purposes of the calculation of Executive’s 's benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5.
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Termination During a Change of Control. Notwithstanding Section 5.46.1 or 6.2, if within three months prior to or one year after a Change of Control (as defined below), executive’s Executive's employment is terminated by the Company (other than for Permanent Disability, death or Cause) or Executive resigns for Good Reason, Executive shall receive such payments, if any, under applicable plans or programs, including but not limited to those referred to in Section 4.1 hereof, to which he is entitled pursuant to the terms of such plans or programs, and any unpaid payments of Base Salary previously earned, any unpaid Bonus earned or awarded for prior periods, accrued vacation and benefits set forth in expense incurred for which Executive is entitled to reimbursement hereunder. If Executive is terminated or resigns under this Section 5.56.3, Executive shall also be entitled to receive:
(a) Executive’s Accrued Employment Entitlements; plus
(b) An an amount (the “"Section 5.5 6.3 Termination Amount”") in addition to lieu of any other cash compensation beyond that provided in (a) abovethe immediately preceding sentence, which amount shall be equal to the sum of:
(i) the actual bonus, if any, he would have received in respect of the fiscal year in which his termination or resignation occurs, prorated by a fraction, the numerator of which is the number of days in such fiscal year prior to the date of Executive's termination or resignation and the denominator of which is 365, payable at the same time as bonuses are paid to other executives; and
(ii) two times Executive’s 's annual Base Salary; plus an amount equal to one and one half times the most recent Annual Executive's Target Bonus received by Executive for any fiscal year ended prior to the date of such termination (determined without regard to any performance goals), payable in a lump sum within thirty (30) 30 days following such termination or resignation of employment employment; provided further, that if such termination or resignation occurs within thirty (30) 90 days prior to the calendar year end, the payment, without interest, the amount shall be paid no earlier than payable on January 1 of the next yearyear following the date of the Executive's termination or resignation; and
(cb) Executive and Executive’s dependents shall be entitled to continue to participate in the Company’s, a successor’s or acquiror’s welfare benefit plans and insurance programs on the same terms as similarly situated active employees continued coverage for a 30-month period of thirty (30) months from the termination date. Following the expiration of such thirty (30) month periodunder any employee medical, Executive and/or Executive’s dependents shall be entitled to any continuation of benefits as are provided under such benefit health and life insurance plans by the Company or as are required to be provided in accordance with applicable law.
(d) Any outstanding Equity Awards granted to Executive shall be fully vested and/or exercisable as of the date of such termination of employment and shall remain exercisable, in each case, in accordance with the respective terms contained in the plan and the agreement pursuant thereof applicable to which such compensation awards were granted, but in no event shall Executive’s rights under any such Equity Awards be less favorable active employees (other than the terms applicable requirement of continued employment); provided, however, that payments and benefits due hereunder shall be reduced by any amounts owed by Executive to a Sale the Company. A Change of Control shall be deemed to have occurred upon both of the following occurring: (A) any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than Anschutz Company, The Anschutz Corporation, or any entity or organization controlled by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (collectively, the "Anschutz Entities"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) acquires 20% or more of the combined voting power of the then-outstanding voting securities of the Company or other change in control contained entitled to vote generally in the plan election of directors ("Voting Power"); and the agreement pursuant to which (B) such Equity Awards were granted.
beneficial ownership (eas so defined) For purposes by such individual, entity or group of more than 20% of the calculation Voting Power then exceeds the beneficial ownership (as so defined) by the Anschutz Entities of Executive’s benefits under any supplemental defined benefit plan in which Executive participates, Executive shall be credited with one additional year of service as a result of termination pursuant to this Section 5.5the Voting Power.
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