TERMINATION & RESIGNATION. (a) Subject to the provisions of Sections 5.3 and 5.4, if the Executive’s employment is terminated automatically under Section 2.3, or if, prior to the expiration of the Transition Period, the Executive’s employment is terminated by the Company or the Executive resigns, the Company shall pay to the Executive in cash any unpaid amounts of the Executive’s Base Salary for periods prior to the date of termination or resignation. Any such amount shall be paid in a lump sum within five business days after the date of termination or resignation. (b) Subject to the provisions of Sections 5.3 and 5.4, if the Executive’s employment is terminated automatically under Section 2.3, or if, prior to the expiration of the Transition Period, the Executive’s employment is terminated by the Company or the Executive resigns with Good Reason, the Executive shall be entitled to the following continued benefits during the Severance Period: (i) Medical, dental, vision, and prescription drug coverage for the Executive and his eligible dependents (as defined in the applicable plan), if elected by the Executive or eligible dependents under COBRA. Coverage will be provided initially as COBRA continuation coverage from the date of termination through the end of the applicable COBRA coverage period. The COBRA coverage will be provided under Company group health plans for as long as the Company maintains the group health plans. Upon termination of the Company’s plans, the COBRA coverage will be provided under group health plans maintained by ▇▇▇▇▇▇, Inc. or an affiliate (“▇▇▇▇▇▇”). If the applicable COBRA coverage period ends before the expiration of the Severance Period, the Executive may elect to continue coverage during the remainder of the Severance Period for Executive and his eligible dependents by seeking coverage under an individual insurance policy acceptable to ▇▇▇▇▇▇. If the Executive demonstrates to ▇▇▇▇▇▇ that he is unable to obtain an individual insurance policy with coverage that is substantially equivalent to the coverage under the Company or ▇▇▇▇▇▇ plans, then Executive and his eligible dependents may continue coverage under the ▇▇▇▇▇▇ group health plan for the remainder of the Severance Period. During the Severance Period, Executive shall pay the same premium contribution rate for coverage that is paid by active Company senior executives while coverage is provided under the Company’s group health plans, and active ▇▇▇▇▇▇ senior executives while coverage is provided under ▇▇▇▇▇▇’ plans or individual insurance policies. The Executive shall be responsible for payment of his portion of the premiums. If Executive obtains individual insurance coverage as described above, the Company will provide prompt reimbursement of the Company portion of the premium only upon the Company’s receipt of evidence of payment of the premium by the Executive, which reimbursement shall be treated as taxable income to the Executive. The Executive and his dependents will not have the right to further continued coverage upon expiration or termination of the Severance Period, except if and as provided under COBRA and the Executive shall be responsible for payment of 102% of the applicable premium (within the meaning of Code section 4980B(f)) for such COBRA coverage, calculated at applicable plan rates for similarly situated COBRA qualified beneficiaries, for any such continued COBRA coverage that remains in effect after expiration or termination of the Severance Period. (ii) Life insurance and accidental death and dismemberment insurance coverage for the Executive. The Executive’s coverage under the Company plans may be converted to an individual policy covering the Executive upon his termination of employment, if elected by the Executive and subject to any rules, requirements or limitations set forth in the group insurance policy. The Executive may elect to obtain an individual policy that is not a conversion policy, but only if the cost of new coverage is less than or equal to the cost of the conversion policy. The individual policy shall have the same coverage levels as under the Company plans (generally, a benefit equal to the lesser of two times annual compensation or $500,000). The Executive shall be fully responsible for arranging coverage under the individual policy and paying the applicable premiums. The Company will promptly reimburse Executive for the premium payments only upon the Company’s receipt of evidence of payment of the premium by the Executive, which reimbursement shall be treated as taxable income to the Executive. (iii) Long-term disability insurance coverage for the Executive. The Executive’s coverage under the applicable group long-term disability plan may be converted to an individual policy covering the Executive upon his termination of employment, if elected by the Executive and subject to any rules, requirements or limitations set forth in the group insurance policy. The individual policy shall have the same coverage levels as under the Company plan (generally monthly income replacement coverage of the lesser of 66.67% of monthly earnings or $15,000 per month). The Executive may elect to obtain an individual policy that is not a conversion policy, but only if the cost of new coverage is less than or equal to the cost of the conversion policy. The Executive shall be responsible for arranging coverage under the individual policy and paying the applicable premiums. The Company will promptly reimburse Executive for the applicable premium payments only upon the Company’s receipt of evidence of payment of the premium by the Executive, which reimbursement shall be treated as taxable income to the Executive. The provision of benefits shall be subject to all applicable plan document terms. (iv) Continued eligibility for coverage and benefits under an employee assistance program and tuition assistance program maintained by the Company or ▇▇▇▇▇▇ with the costs therefor paid by the Company during the Severance Period. (c) Except as determined in accordance with the terms of the employee benefit plans or programs of the Company or such parent or as set forth in Section 5.1, the Executive shall have no further right to receive any other compensation or benefits after such termination or resignation. (d) All payments and reimbursements hereunder shall be subject to applicable withholding and payroll taxes. (e) Anything to the contrary notwithstanding, if the Executive’s employment is terminated automatically under Section 2.3, such termination shall be deemed a termination by the Company without Cause prior to the expiration of the Transition Period.
Appears in 1 contract
TERMINATION & RESIGNATION. If (ai) Subject to the provisions of Sections 5.3 and 5.4, if the Company terminates Executive’s employment is terminated automatically under Section 2.3with the Company without Cause, or if, prior to the expiration of the Transition Period, the (ii) Executive’s employment is terminated by with the Company terminates due to death or the Disability, or (iii) Executive resigns, resigns from [his/her] employment with the Company shall pay to the Executive in cash any unpaid amounts of the Executive’s Base Salary for periods prior to the date of termination or resignation. Any such amount shall be paid in a lump sum within five business days after the date of termination or resignation.
(b) Subject to the provisions of Sections 5.3 and 5.4, if the Executive’s employment is terminated automatically under Section 2.3, or if, prior to the expiration of the Transition Period, the Executive’s employment is terminated by the Company or the Executive resigns with Good Reason, the then, subject to this Section 8 and Section 12, Executive shall will be entitled to the following continued benefits during the Severance Periodreceive:
(i) Medicala lump sum payment equal to three (3) times (a) Executive’s annual Base Salary and (b) annual target bonus, dentalboth at the level in effect immediately prior to [his/her] termination date;
(ii) accelerated vesting of all outstanding equity awards as to 100% of the then unvested portion of any such award;
(iii) two years following any such termination in which to exercise any outstanding stock options or other similar rights to acquire Company ordinary shares that are granted to Executive on or after the date the parties execute this Agreement, visionor, if later, the Effective Date; and
(iv) if Executive timely elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and prescription drug coverage Executive’s eligible dependents, the Company will reimburse Executive for the Executive and his eligible dependents monthly premiums under COBRA for such coverage (as defined at the coverage levels in effect immediately prior to Executive’s termination) until the applicable plan), if elected by the Executive or eligible dependents under COBRA. Coverage will be provided initially as COBRA continuation coverage earlier of (1) a period of eighteen (18) months from the date of Executive’s termination through of employment, or (2) the end date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans. In addition, and notwithstanding anything to the contrary in this clause (iv), if the Company determines in its sole and reasonable discretion that it cannot reimburse Executive the COBRA premiums without potentially violating applicable law (including, without limitation, Section 2716 of the applicable COBRA coverage period. The COBRA coverage will be provided under Company group health plans for as long as the Company maintains the group health plans. Upon termination of the Company’s plans, the COBRA coverage will be provided under group health plans maintained by ▇▇▇▇▇▇, Inc. or an affiliate (“▇▇▇▇▇▇”Public Health Service Act). If the applicable COBRA coverage period ends before the expiration of the Severance Period, the Executive may elect to continue coverage during the remainder of the Severance Period for Executive and his eligible dependents by seeking coverage under an individual insurance policy acceptable to ▇▇▇▇▇▇. If the Executive demonstrates to ▇▇▇▇▇▇ that he is unable to obtain an individual insurance policy with coverage that is substantially equivalent to the coverage under the Company or ▇▇▇▇▇▇ plans, then Executive and his eligible dependents may continue coverage under the ▇▇▇▇▇▇ group health plan for the remainder of the Severance Period. During the Severance Period, Executive shall pay the same premium contribution rate for coverage that is paid by active Company senior executives while coverage is provided under the Company’s group health plans, and active ▇▇▇▇▇▇ senior executives while coverage is provided under ▇▇▇▇▇▇’ plans or individual insurance policies. The Executive shall be responsible for payment of his portion of the premiums. If Executive obtains individual insurance coverage as described above, the Company will in lieu thereof provide prompt reimbursement of the Company portion of the premium only upon the Company’s receipt of evidence of to Executive a taxable monthly payment of the premium by the Executive, which reimbursement shall be treated as taxable income to the Executive. The Executive and his dependents will not have the right to further continued coverage upon expiration or termination of the Severance Period, except if and as provided under COBRA and the Executive shall be responsible for payment of 102% of the applicable premium (within the meaning of Code section 4980B(f)) for such COBRA coverage, calculated at applicable plan rates for similarly situated COBRA qualified beneficiaries, for any such continued COBRA coverage that remains in effect after expiration or termination of the Severance Period.
(ii) Life insurance and accidental death and dismemberment insurance coverage for the Executive. The Executive’s coverage under the Company plans may be converted to an individual policy covering the Executive upon his termination of employment, if elected by the Executive and subject to any rules, requirements or limitations set forth in the group insurance policy. The Executive may elect to obtain an individual policy that is not a conversion policy, but only if the cost of new coverage is less than or amount equal to the cost monthly COBRA premium that Executive would be required to pay to continue [his/her] group health coverage in effect on the date of the conversion policy. The individual policy shall have the same coverage levels as under the Company plans (generally, a benefit equal to the lesser of two times annual compensation or $500,000). The Executive shall be fully responsible for arranging coverage under the individual policy and paying the applicable premiums. The Company will promptly reimburse Executive for the premium payments only upon the Company’s receipt of evidence of payment of the premium by the Executivesuch termination, which reimbursement shall payments will be treated as taxable income to the Executivemade regardless of whether Executive elects COBRA continuation coverage.
(iii) Long-term disability insurance coverage for the Executive. The Executive’s coverage under the applicable group long-term disability plan may be converted to an individual policy covering the Executive upon his termination of employment, if elected by the Executive and subject to any rules, requirements or limitations set forth in the group insurance policy. The individual policy shall have the same coverage levels as under the Company plan (generally monthly income replacement coverage of the lesser of 66.67% of monthly earnings or $15,000 per month). The Executive may elect to obtain an individual policy that is not a conversion policy, but only if the cost of new coverage is less than or equal to the cost of the conversion policy. The Executive shall be responsible for arranging coverage under the individual policy and paying the applicable premiums. The Company will promptly reimburse Executive for the applicable premium payments only upon the Company’s receipt of evidence of payment of the premium by the Executive, which reimbursement shall be treated as taxable income to the Executive. The provision of benefits shall be subject to all applicable plan document terms.
(iv) Continued eligibility for coverage and benefits under an employee assistance program and tuition assistance program maintained by the Company or ▇▇▇▇▇▇ with the costs therefor paid by the Company during the Severance Period.
(c) Except as determined in accordance with the terms of the employee benefit plans or programs of the Company or such parent or as set forth in Section 5.1, the Executive shall have no further right to receive any other compensation or benefits after such termination or resignation.
(d) All payments and reimbursements hereunder shall be subject to applicable withholding and payroll taxes.
(e) Anything to the contrary notwithstanding, if the Executive’s employment is terminated automatically under Section 2.3, such termination shall be deemed a termination by the Company without Cause prior to the expiration of the Transition Period.
Appears in 1 contract
Sources: Employment Agreement (Loyalty Alliance Enterprise Corp)
TERMINATION & RESIGNATION. (a) Subject to the provisions of Sections 5.3 and 5.4, if the Executive’s employment is terminated automatically under Section 2.3, or if, prior to the expiration of the Transition Period, the Executive’s employment is terminated by the Company or the Executive resigns, the Company shall pay to the Executive in cash any unpaid amounts of the Executive’s Base Salary for periods prior to the date of termination or resignation. Any such amount shall be paid in a lump sum within five business days after the date of termination or resignation.
(b) Subject to the provisions of Sections 5.3 and 5.4, if the Executive’s employment is terminated automatically under Section 2.3, or if, prior to the expiration of the Transition Period, the Executive’s employment is terminated by the Company or the Executive resigns with Good Reason, the Executive shall be entitled to the following continued benefits during the Severance Period:
(i) Medical, dental, vision, and prescription drug coverage for the Executive and his her eligible dependents (as defined in the applicable plan), if elected by the Executive or eligible dependents under COBRA. Coverage will be provided initially as COBRA continuation coverage from the date of termination through the end of the applicable COBRA coverage period. The COBRA coverage will be provided under Company group health plans for as long as the Company maintains the group health plans. Upon termination of the Company’s plans, the COBRA coverage will be provided under group health plans maintained by ▇▇▇▇▇▇, Inc. or an affiliate (“▇▇▇▇▇▇”). If the applicable COBRA coverage period ends before the expiration of the Severance Period, the Executive may elect to continue coverage during the remainder of the Severance Period for Executive and his her eligible dependents by seeking coverage under an individual insurance policy acceptable to ▇▇▇▇▇▇. If the Executive demonstrates to ▇▇▇▇▇▇ that he she is unable to obtain an individual insurance policy with coverage that is substantially equivalent to the coverage under the Company or ▇▇▇▇▇▇ plans, then Executive and his her eligible dependents may continue coverage under the ▇▇▇▇▇▇ group health plan for the remainder of the Severance Period. During the Severance Period, Executive shall pay the same premium contribution rate for coverage that is paid by active Company senior executives while coverage is provided under the Company’s group health plans, and active ▇▇▇▇▇▇ senior executives while coverage is provided under ▇▇▇▇▇▇’ plans or individual insurance policies. The Executive shall be responsible for payment of his her portion of the premiums. If Executive obtains individual insurance coverage as described above, the Company will provide prompt reimbursement of the Company portion of the premium only upon the Company’s receipt of evidence of payment of the premium by the Executive, which reimbursement shall be treated as taxable income to the Executive. The Executive and his her dependents will not have the right to further continued coverage upon expiration or termination of the Severance Period, except if and as provided under COBRA and the Executive shall be responsible for payment of 102% of the applicable premium (within the meaning of Code section 4980B(f)) for such COBRA coverage, calculated at applicable plan rates for similarly situated COBRA qualified beneficiaries, for any such continued COBRA coverage that remains in effect after expiration or termination of the Severance Period.
(ii) Life insurance and accidental death and dismemberment insurance coverage for the Executive. The Executive’s coverage under the Company plans may be converted to an individual policy covering the Executive upon his her termination of employment, if elected by the Executive and subject to any rules, requirements or limitations set forth in the group insurance policy. The Executive may elect to obtain an individual policy that is not a conversion policy, but only if the cost of new coverage is less than or equal to the cost of the conversion policy. The individual policy shall have the same coverage levels as under the Company plans (generally, a benefit equal to the lesser of two times annual compensation or $500,000). The Executive shall be fully responsible for arranging coverage under the individual policy and paying the applicable premiums. The Company will promptly reimburse Executive for the premium payments only upon the Company’s receipt of evidence of payment of the premium by the Executive, which reimbursement shall be treated as taxable income to the Executive.
(iii) Long-term disability insurance coverage for the Executive. The Executive’s coverage under the applicable group long-term disability plan may be converted to an individual policy covering the Executive upon his her termination of employment, if elected by the Executive and subject to any rules, requirements or limitations set forth in the group insurance policy. The individual policy shall have the same coverage levels as under the Company plan (generally monthly income replacement coverage of the lesser of 66.67% of monthly earnings or $15,000 per month). The Executive may elect to obtain an individual policy that is not a conversion policy, but only if the cost of new coverage is less than or equal to the cost of the conversion policy. The Executive shall be responsible for arranging coverage under the individual policy and paying the applicable premiums. The Company will promptly reimburse Executive for the applicable premium payments only upon the Company’s receipt of evidence of payment of the premium by the Executive, which reimbursement shall be treated as taxable income to the Executive. The provision of benefits shall be subject to all applicable plan document terms.
(iv) Continued eligibility for coverage and benefits under an employee assistance program and tuition assistance program maintained by the Company or ▇▇▇▇▇▇ with the costs therefor paid by the Company during the Severance Period.
(v) The Company shall pay the cost of providing the Executive with outplacement services, up to a maximum of $25,000.00, provided that such services are (A) utilized by the Executive within six months following the date of termination and (B) provided by a recognized outplacement provider. Such payment shall be made by the Company directly to the service provider promptly following the provision of such services and the presentation to the Company of documentation of the provision of such services, and in all events by no later than the first anniversary of the date of termination. Such services shall include office facilities and telephone answering services during such six-month period.
(c) Except as determined in accordance with the terms of the employee benefit plans or programs of the Company or such parent or as set forth in Section 5.1, the Executive shall have no further right to receive any other compensation or benefits after such termination or resignation.
(d) All payments and reimbursements hereunder shall be subject to applicable withholding and payroll taxes.
(e) Anything to the contrary notwithstanding, if the Executive’s employment is terminated automatically under Section 2.3, such termination shall be deemed a termination by the Company without Cause prior to the expiration of the Transition Period.
Appears in 1 contract
TERMINATION & RESIGNATION. The Executive and the Company shall each have the right at any time, upon sixty (60) days written notice to the other party, to terminate the Executive's employment hereunder. Upon any termination pursuant to this Section 5, the Company shall: (a) Subject to the provisions of Sections 5.3 and 5.4, if the Executive’s employment is terminated automatically under Section 2.3, or if, prior to the expiration of the Transition Period, the Executive’s employment is terminated by the Company or the Executive resigns, the Company shall pay to the Executive in cash any unpaid amounts Base Salary through the effective date of termination specified in such notice, (b) pay to the Executive his accrued and declared but unpaid Incentive Compensation, if any, for any Bonus Period ending on or before the termination of Executive's employment with the Company, and (c) pay to the Executive (within forty-five (45) days after the end of the Bonus Period in which such termination occurs) a prorata portion (based upon the period ending on the date of termination of the Executive’s Base Salary 's employment hereunder) of the Incentive Compensation, if any, for periods the Bonus Period in which such termination occurs, as calculated pursuant to the Incentive Compensation Plan; provided that the goals under the Incentive Compensation Plan for each period used in the calculation of the Executive's Incentive Compensation, shall be based on: (i) the portion of the Bonus Period through the end of the Bonus Period in which such termination occurs and (ii) unaudited financial information prepared in accordance with generally accepted accounting principles, applied consistently with prior periods, as approved and reviewed by the Board. The Company shall have no further liability hereunder other than for reimbursement for reasonable business expenses incurred prior to the date of termination or resignation. Any such amount shall be paid in a lump sum within five business days after the date of termination or resignation.
(b) Subject termination, subject, however, to the provisions of Sections 5.3 and 5.4, if Section 4.1. Notwithstanding the Executive’s employment is terminated automatically under Section 2.3, or if, prior above to the expiration contrary, in the event of the Transition Period, the Executive’s employment is terminated by the Company or the Executive resigns with Good Reason, the Executive shall be entitled to the following continued benefits during the Severance Period:
(i) Medical, dental, vision, and prescription drug coverage for the Executive and his eligible dependents (a "Change of Control" as defined in the applicable plan), if elected by the Executive or eligible dependents under COBRA. Coverage will be provided initially as COBRA continuation coverage from the date of termination through the end of the applicable COBRA coverage period. The COBRA coverage will be provided under Company group health plans for as long as the Company maintains the group health plans. Upon termination Section 9 of the Company’s plans's 1999 Employees Incentive Compensation Plan, the COBRA coverage will be provided under group health plans maintained by ▇▇▇▇▇▇, Inc. or an affiliate above stated sixty (“▇▇▇▇▇▇”). If the applicable COBRA coverage 60) day notice period ends before the expiration of the Severance Period, the Executive may elect shall automatically change to continue coverage during the remainder of the Severance Period for Executive and his eligible dependents by seeking coverage under an individual insurance policy acceptable to ▇▇▇▇▇▇. If the Executive demonstrates to ▇▇▇▇▇▇ that he is unable to obtain an individual insurance policy with coverage that is substantially equivalent to the coverage under the Company or ▇▇▇▇▇▇ plans, then Executive and his eligible dependents may continue coverage under the ▇▇▇▇▇▇ group health plan for the remainder of the Severance Period. During the Severance Period, Executive shall pay the same premium contribution rate for coverage that is paid by active Company senior executives while coverage is provided under the Company’s group health plans, and active ▇▇▇▇▇▇ senior executives while coverage is provided under ▇▇▇▇▇▇’ plans or individual insurance policies. The Executive shall be responsible for payment of his portion of the premiums. If Executive obtains individual insurance coverage as described above, the Company will provide prompt reimbursement of the Company portion of the premium only upon the Company’s receipt of evidence of payment of the premium by the Executive, which reimbursement shall be treated as taxable income to the Executive. The Executive and his dependents will not have the right to further continued coverage upon expiration or termination of the Severance Period, except if and as provided under COBRA and the Executive shall be responsible for payment of 102% of the applicable premium twelve months (within the meaning of Code section 4980B(f)12) for such COBRA coverage, calculated at applicable plan rates for similarly situated COBRA qualified beneficiaries, for any such continued COBRA coverage that remains in effect after expiration or termination of the Severance Period.
(ii) Life insurance and accidental death and dismemberment insurance coverage for the Executive. The Executive’s coverage under written notice which may be provided thereafter from the Company plans may be converted to an individual policy covering the Executive upon his termination of employment, if elected by the Executive and subject to any rules, requirements or limitations set forth in the group insurance policy. The Executive may elect to obtain an individual policy that is not a conversion policy, but only if the cost of new coverage is less than or equal to the cost of the conversion policy. The individual policy shall have the same coverage levels as under the Company plans (generally, a benefit equal to the lesser of two times annual compensation or $500,000). The Executive shall be fully responsible for arranging coverage under the individual policy and paying the applicable premiums. The Company will promptly reimburse Executive for the premium payments only upon the Company’s receipt of evidence of payment of the premium by the Executive, which reimbursement shall be treated as taxable income to the Executive.
(iii) Long-term disability insurance coverage for the Executive. The Executive’s coverage under the applicable group long-term disability plan may be converted to an individual policy covering the Executive upon his termination of employment, if elected by the Executive and subject to any rules, requirements or limitations set forth in the group insurance policy. The individual policy shall have the same coverage levels as under the Company plan (generally monthly income replacement coverage of the lesser of 66.67% of monthly earnings or $15,000 per month). The Executive may elect to obtain an individual policy that is not a conversion policy, but only if the cost of new coverage is less than or equal to the cost of the conversion policy. The Executive shall be responsible for arranging coverage under the individual policy and paying the applicable premiums. The Company will promptly reimburse Executive for the applicable premium payments only upon the Company’s receipt of evidence of payment of the premium by the Executive, which reimbursement shall be treated as taxable income to the Executive. The provision of benefits shall be subject to all applicable plan document terms.
(iv) Continued eligibility for coverage and benefits under an employee assistance program and tuition assistance program maintained by the Company or ▇▇▇▇▇▇ with the costs therefor paid by the Company during the Severance Period.
(c) Except as determined in accordance with the terms of the employee benefit plans or programs of the Company or such parent or as set forth in Section 5.1, the Executive shall have no further right to receive any other compensation or benefits after such termination or resignation.
(d) All payments and reimbursements hereunder shall be subject to applicable withholding and payroll taxes.
(e) Anything to the contrary notwithstanding, if the Executive’s employment is terminated automatically under Section 2.3, such termination shall be deemed a termination by the Company without Cause prior to the expiration of the Transition Period.
Appears in 1 contract
TERMINATION & RESIGNATION. (a) Subject to the provisions of Sections 5.3 and 5.4, if the Executive’s employment is terminated automatically under Section 2.3, or if, prior to the expiration of the Transition Period, the Executive’s employment is terminated by the Company or the Executive resigns, the Company shall pay to the Executive in cash any unpaid amounts of the Executive’s Base Salary for periods prior to the date of termination or resignation. Any such amount shall be paid in a lump sum within five business days after the date of termination or resignation.
(b) Subject to the provisions of Sections 5.3 and 5.4, if the Executive’s employment is terminated automatically under Section 2.3, or if, prior to the expiration of the Transition Period, the Executive’s employment is terminated by the Company or the Executive resigns with Good Reason, the Executive shall be entitled to the following continued benefits during the Severance Period:
(i) Medical, dental, vision, and prescription drug coverage for the Executive and his eligible dependents (as defined in the applicable plan), if elected by the Executive or eligible dependents under COBRA. Coverage will be provided initially as COBRA continuation coverage from the date of termination through the end of the applicable COBRA coverage period. The COBRA coverage will be provided under Company group health plans for as long as the Company maintains the group health plans. Upon termination of the Company’s plans, the COBRA coverage will be provided under group health plans maintained by ▇▇▇▇▇▇, Inc. or an affiliate (“▇▇▇▇▇▇”). If the applicable COBRA coverage period ends before the expiration of the Severance Period, the Executive may elect to continue coverage during the remainder of the Severance Period for Executive and his eligible dependents by seeking coverage under an individual insurance policy acceptable to ▇▇▇▇▇▇. If the Executive demonstrates to ▇▇▇▇▇▇ that he is unable to obtain an individual insurance policy with coverage that is substantially equivalent to the coverage under the Company or ▇▇▇▇▇▇ plans, then Executive and his eligible dependents may continue coverage under the ▇▇▇▇▇▇ group health plan for the remainder of the Severance Period. During the Severance Period, Executive shall pay the same premium contribution rate for coverage that is paid by active Company senior executives while coverage is provided under the Company’s group health plans, and active ▇▇▇▇▇▇ senior executives while coverage is provided under ▇▇▇▇▇▇’ plans or individual insurance policies. The Executive shall be responsible for payment of his portion of the premiums. If Executive obtains individual insurance coverage as described above, the Company will provide prompt reimbursement of the Company portion of the premium only upon the Company’s receipt of evidence of payment of the premium by the Executive, which reimbursement shall be treated as taxable income to the Executive. The Executive and his dependents will not have the right to further continued coverage upon expiration or termination of the Severance Period, except if and as provided under COBRA and the Executive shall be responsible for payment of 102% of the applicable premium (within the meaning of Code section 4980B(f)) for such COBRA coverage, calculated at applicable plan rates for similarly situated COBRA qualified beneficiaries, for any such continued COBRA coverage that remains in effect after expiration or termination of the Severance Period.
(ii) Life insurance and accidental death and dismemberment insurance coverage for the Executive. The Executive’s coverage under the Company plans may be converted to an individual policy covering the Executive upon his termination of employment, if elected by the Executive and subject to any rules, requirements or limitations set forth in the group insurance policy. The Executive may elect to obtain an individual policy that is not a conversion policy, but only if the cost of new coverage is less than or equal to the cost of the conversion policy. The individual policy shall have the same coverage levels as under the Company plans (generally, a benefit equal to the lesser of two times annual compensation or $500,000). The Executive shall be fully responsible for arranging coverage under the individual policy and paying the applicable premiums. The Company will promptly reimburse Executive for the premium payments only upon the Company’s receipt of evidence of payment of the premium by the Executive, which reimbursement shall be treated as taxable income to the Executive.
(iii) Long-term disability insurance coverage for the Executive. The Executive’s coverage under the applicable group long-term disability plan may be converted to an individual policy covering the Executive upon his termination of employment, if elected by the Executive and subject to any rules, requirements or limitations set forth in the group insurance policy. The individual policy shall have the same coverage levels as under the Company plan (generally monthly income replacement coverage of the lesser of 66.67% of monthly earnings or $15,000 per month). The Executive may elect to obtain an individual policy that is not a conversion policy, but only if the cost of new coverage is less than or equal to the cost of the conversion policy. The Executive shall be responsible for arranging coverage under the individual policy and paying the applicable premiums. The Company will promptly reimburse Executive for the applicable premium payments only upon the Company’s receipt of evidence of payment of the premium by the Executive, which reimbursement shall be treated as taxable income to the Executive. The provision of benefits shall be subject to all applicable plan document terms.
(iv) Continued eligibility for coverage and benefits under an employee assistance program and tuition assistance program maintained by the Company or ▇▇▇▇▇▇ with the costs therefor paid by the Company during the Severance Period.
(v) The Company shall pay the cost of providing the Executive with outplacement services, up to a maximum of $25,000.00, provided that such services are (A) utilized by the Executive within six months following the date of termination and (B) provided by a recognized outplacement provider. Such payment shall be made by the Company directly to the service provider promptly following the provision of such services and the presentation to the Company of documentation of the provision of such services, and in all events by no later than the first anniversary of the date of termination. Such services shall include office facilities and telephone answering services during such six-month period.
(c) Except as determined in accordance with the terms of the employee benefit plans or programs of the Company or such parent or as set forth in Section 5.1, the Executive shall have no further right to receive any other compensation or benefits after such termination or resignation.
(d) All payments and reimbursements hereunder shall be subject to applicable withholding and payroll taxes.
(e) Anything to the contrary notwithstanding, if the Executive’s employment is terminated automatically under Section 2.3, such termination shall be deemed a termination by the Company without Cause prior to the expiration of the Transition Period.
Appears in 1 contract