Termination upon Disability. The Corporation may terminate Executive’s employment in the event Executive suffers a disability that renders Executive unable, as determined in good faith by the Board, to perform the essential functions of Executive’s position, even with reasonable accommodation, for six (6) consecutive months. In the event that Executive’s employment is terminated pursuant to this Section 4(b), Executive shall receive payment for any earned and unpaid Base Salary as of Executive’s employment termination date (which, for purposes of this Section 4(b), shall be the date specified by the Board); accrued but unused vacation time as of the end of the month in which the termination of employment for disability occurs; the amount of any unreimbursed expenses described in Section 2(f), which were incurred by Executive before Executive’s termination date; and benefits, if any, that Executive is then entitled to receive under the benefit plans of the Corporation in which Executive was an eligible participant. In addition, after Executive’s termination date, Executive shall receive long term disability benefits under the applicable benefit plans of the Corporation to the extent Executive qualifies for such benefits. In the event that Executive’s employment is terminated as a result of a determination pursuant to this Section 4(b), and provided that Executive has executed a general release in a form and substance satisfactory to the Corporation, the Corporation also shall provide to Executive as severance the payment of an amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of twelve (12) months. All of the foregoing payments and benefits shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. Except as expressly provided in this Section 4(b), the Corporation shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination date.
Appears in 7 contracts
Sources: Employment Agreement (Del Monte Corp), Employment Agreement (Del Monte Corp), Employment Agreement (Del Monte Foods Co)
Termination upon Disability. The Corporation may terminate Executive’s employment in the event Executive suffers a disability that renders Executive unableIf, as determined in good faith by the Boarda result of a permanent mental or physical disability, to perform the essential functions of Executive’s position, even with reasonable accommodation, Executive shall have been absent from his duties hereunder on a full-time basis for six (6) consecutive months, ("Disability") and, within 30 days after the Company notifies Executive in writing that it intends to replace him, (which notice can be given at the end of the fifth month during such six month period), Executive shall not have returned to the performance of his duties on a full-time basis, the Company shall be entitled to terminate Executive's employment. In addition, executive shall, upon his Disability, have the right to terminate his employment with Company. If such employment if terminated ( whether by the Company or by Executive) as a result of Executive's Disability, the following shall apply:
(i) the Company shall continue to pay Executive the Base Salary Amount to which he would otherwise be entitled during the one-year period immediately following the Date of Termination (offset by any disability insurance payments received by Executive on policies provided by the Company);
(ii) the Company shall pay Executive an amount equal to Performance Bonuses and Base Salary Amount accrued through the Date of Termination;
(iii) the Company shall maintain in full force and effect, for the continued benefit of Executive during the one-year period immediately following the Date of Termination, all Benefit Plans in which Executive was entitled to participate immediately prior to the Date of Termination to the extent that Executive's continued participation is possible under the general terms and conditions of such Benefit Plans. In the event that Executive’s employment 's participation in any such Benefit Plan is terminated pursuant to this Section 4(b), Executive shall receive payment for any earned and unpaid Base Salary as of Executive’s employment termination date (which, for purposes of this Section 4(b), shall be the date specified by the Board); accrued but unused vacation time as of the end of the month in which the termination of employment for disability occurs; the amount of any unreimbursed expenses described in Section 2(f), which were incurred by Executive before Executive’s termination date; and benefits, if any, that Executive is then entitled to receive under the benefit plans of the Corporation in which Executive was an eligible participant. In addition, after Executive’s termination date, Executive shall receive long term disability benefits under the applicable benefit plans of the Corporation to the extent Executive qualifies for such benefits. In the event that Executive’s employment is terminated barred as a result of a determination pursuant his Disability, Executive shall be entitled to this Section 4(b), and provided that Executive has executed a general release in a form and substance satisfactory to the Corporation, the Corporation also shall provide to Executive as severance the payment of receive an amount equal to the annual contributions, payments, credit or allocations which would have been made by the Company to him, to his account or on his behalf under such Benefit Plan from which his continued participation is barred;
(iv) the Company shall maintain a full force and effect, for the continued benefit of Executive’s highest Base Salary 's estate or dependents during the twelve (12) month one-year period immediately following the Date of Termination, any life, accident, disability or health and dental insurance plans, vision care plans and any other similar welfare plans of the Company in effect immediately prior to the termination date and Date of Termination, or the target Bonus for the year in which such termination occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of twelve (12) months. All of the foregoing payments and Company shall provide equivalent benefits shall be paid less all applicable federal, state at no cost to Executive's estate or local taxes and other normal payroll deductions, if any. Except as expressly provided in this Section 4(b), the Corporation shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination date.his dependents;
Appears in 5 contracts
Sources: Employment Agreement (Industrial Rubber Innovations Inc), Employment Agreement (Industrial Rubber Innovations Inc), Employment Agreement (Industrial Rubber Innovations Inc)
Termination upon Disability. The Corporation may If the Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive calendar days out of any consecutive twelve-month period, the Company shall have the right, to the extent permitted by law, to terminate the employment of the Executive upon notice in writing to the Executive’s ; provided that the Company will have no right to terminate the Executive's employment if, in the event opinion of a qualified physician reasonably acceptable to the Company, it is reasonably certain that the Executive suffers will be able to resume the Executive's duties on a disability regular full-time basis within 30 days of the date the Executive receives notice of such termination. Upon termination of employment by virtue of disability, (i) the Executive shall receive Annual Salary and other benefits (including Bonuses awarded but not yet paid) earned and accrued under Section 3.2, of this Agreement prior to the effective date of the termination of employment and reimbursement for expenses incurred prior to the effective date of the termination of employment as set forth in Section 3.7 hereof; (ii) all fully vested and exercisable Options granted under Section 3.4 hereof and held by the Executive may be exercised by the Executive or his estate or beneficiaries for a period of one (1) year from and after the date of the Executive's disability; (iii) all Performance Units granted to the Executive under Section 3.3 (b) hereof shall vest at the accrued value (if any) under the Bonus Program measured at the end of the fiscal year immediately following the Executive's termination of employment; (iv) that renders portion of the Performance Shares granted to the Executive unableunder Section 3.3(c) hereof to which the Executive would have been entitled to receive in accordance with the Bonus Program, as determined measured at the end of the fiscal year immediately following the Executive's termination of employment shall vest in good faith by favor of the Board, to perform Executive; and (v) if the essential functions Executive's disabilities shall continue for a period of Executive’s position, even with reasonable accommodation, for six (6) consecutive months. In the event that Executive’s employment is terminated pursuant to months after his termination under this Section 4(b)4.2, the Executive shall receive payment for any earned and unpaid Base Salary as of Executive’s employment termination date a period for two (which, for purposes of this Section 4(b), shall be the date specified by the Board); accrued but unused vacation time as of the end of the month in which the 2) years after termination of employment for (A) the Annual Salary that the Executive was receiving at the time of such termination of employment, less the gross proceeds paid to the Executive on account of Social Security or other similar benefits and Company provided long-term disability occurs; the amount of any unreimbursed expenses described insurance, payable in accordance with Section 2(f), which were incurred by Executive before Executive’s termination date3.1 hereof; and benefits, if any, that Executive is then entitled to receive (B) such continuing coverage under the benefit plans and programs the Executive would have received under Section 3.2 hereof as would have applied in the absence of such termination; it being expressly understood and agreed that nothing in this clause (v) shall restrict the ability of the Corporation Company to amend or terminate such benefits plans and programs from time to time in which its sole and absolute discretion; provided, however, that the Company shall in no event be required to provide any coverage contemplated in Section 3.2 hereof after such time as the Executive was an eligible participant. In addition, after Executive’s termination date, Executive shall receive long term disability benefits becomes entitled to coverage under the applicable benefit plans and programs of another employer or recipient of the Corporation to the extent Executive qualifies for Executive's services (and provided, further, that such benefits. In the event that Executive’s employment is terminated as a result of a determination pursuant to this Section 4(b), and provided that Executive has executed a general release in a form and substance satisfactory to the Corporation, the Corporation also shall provide to Executive as severance the payment of an amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of twelve (12) months. All of the foregoing payments and benefits entitlement shall be paid less all applicable federal, state determined without regard to any individual waivers or local taxes other arrangements); and other normal payroll deductions, if any. Except as expressly provided in this Section 4(b), (vi) the Corporation Executive shall have no obligation further rights to make any other paymentcompensation or benefits hereunder on or after the termination of employment, including severance or any other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination daterights hereunder.
Appears in 3 contracts
Sources: Employment Agreement (Mim Corp), Employment Agreement (Mim Corp), Employment Agreement (Mim Corp)
Termination upon Disability. The Corporation may terminate Executive’s employment in the event Executive suffers a disability that renders Executive unable, as determined in good faith by the Board, to perform the essential functions of Executive’s position, even with reasonable accommodation, for six (6) consecutive months. In the event that Executive’s employment is terminated pursuant to this Section 4(b), Executive shall receive payment for any earned and unpaid Base Salary as of Executive’s employment termination date (which, for purposes of this Section 4(b), shall be the date specified by the Board); accrued but unused vacation time as of the end of the month in which the termination of employment for disability occurs; the amount of any unreimbursed expenses described in Section 2(f), which were incurred by Executive before Executive’s termination date; and benefits, if any, that Executive is then entitled to receive under the benefit plans of the Corporation in which Executive was an eligible participant. In addition, after Executive’s termination date, Executive shall receive long term disability benefits under the applicable benefit plans of the Corporation to the extent Executive qualifies for such benefits. In the event that Executive’s employment is terminated as a result of a determination pursuant to this Section 4(b), and provided that Executive has executed a general release in a the form and substance satisfactory attached hereto as Exhibit A, but with such changes, if any, as counsel to the CorporationCorporation reasonably recommends based on changes in the law or Federal or state regulations (the “Release”), the Corporation also shall provide to Executive as severance the payment of an amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs, payable in equal installments on a lump sum within sixty (60) days following the Corporation’s regular pay schedule over a termination date, provided that, in the event such sixty- (60-) day period of twelve (12) months. spans more than one calendar year, the payment shall be made in the second calendar year.. All of the foregoing payments and benefits shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. Except as expressly provided in this Section 4(b), the Corporation shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination date.
Appears in 2 contracts
Sources: Employment Agreement (Del Monte Foods Co), Employment Agreement (Del Monte Foods Co)
Termination upon Disability. The Corporation may If during the Term Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to him for more than 180 consecutive or non-consecutive calendar days out of any consecutive twelve-month period, the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the event opinion of a qualified physician reasonably acceptable to the Company, it is reasonably certain that Executive suffers a disability that renders Executive unable, as determined in good faith by the Board, will be able to perform the essential functions of resume Executive’s position, even with reasonable accommodation, for six duties on a regular full-time basis within 30 days of the date Executive receives notice of such termination. Upon termination of employment by virtue of disability; (6i) consecutive months. In the event that Executive’s employment is terminated pursuant to this Section 4(b), Executive shall be entitled to receive payment for any Annual Salary and other benefits (including bonuses awarded and/or declared but not yet paid) earned and unpaid Base Salary as of Executive’s employment termination date (which, for purposes of accrued under this Section 4(b), shall be Agreement prior to the date specified by of termination and reimbursement for expenses incurred prior to the Board); accrued but unused vacation time as effective date of the end of the month in which the termination of employment for disability occurs; the amount of any unreimbursed expenses described as set forth in Section 2(f), which were incurred by Executive before Executive’s termination date3.6 hereof; and benefits, if any, that Executive is then entitled to receive under (ii) the benefit plans of the Corporation in which Executive was an eligible participant. In addition, after Executive’s termination date, Executive shall receive long term disability benefits a pro rata bonus under the applicable benefit plans of the Corporation to the extent Executive qualifies for such benefits. In the event that Executive’s employment is terminated as a result of a determination pursuant to this Section 4(b), and provided that Executive has executed a general release in a form and substance satisfactory to the Corporation, the Corporation also shall provide to Executive as severance the payment of an amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus 3.3 for the year in which such termination occurs, payable in equal installments disability occurred (based on the Corporationnumber of days elapsed in the year prior of the Executive’s regular pay schedule over disability) at the time such bonus would normally be paid and subject to achievement of the applicable performance criteria; (iii) with the exception of the special equity award set forth in subsection (v) hereof, all unvested options and restricted stock shall immediately vest, which together with fully vested and exercisable Options granted to Executive, may be exercised or sold, as the case may be, by Executive for a period equal to the earlier to occur of twelve one (121) months. All of year after the foregoing payments and benefits shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. Except as expressly provided in this Section 4(b), the Corporation shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as date of Executive’s termination dateof employment due to disability and the original expiration date of each option as set forth in the respective option agreement relating thereto; (iv) Executive shall receive for a period of two (2) years from the date of termination (A) the Annual Salary that Executive was receiving at the time of such termination of employment, less the gross proceeds paid to Executive on account of Social Security or other similar benefits and Company provided long-term disability insurance, payable in accordance with Section 3.2 hereof; and (B) such continuing coverage under the benefit plans and programs Executive would have received under Section 3.2 hereof as would have applied in the absence of such termination; it being expressly understood and agreed that nothing in this clause (iv) shall restrict the ability of the Company to amend or terminate prospectively such benefits plans and programs from time to time in its sole and absolute discretion; provided, however, that the Company shall in no event be required to provide any coverage contemplated in Section 3.2 hereof after such time as Executive becomes entitled to coverage under the benefit plans and programs of another employer or recipient of Executive’s services (and provided, further, that such entitlement shall be determined without regard to any individual waivers or other arrangements); (v) Executive shall become vested in and immediately paid any pension or other deferred compensation other than pension or deferred compensation under a plan intended to be qualified under Section 401(a) or 403(a) of the Internal Revenue Code of 1986, as amended (the “IRC”), subject to any required delay in payment under Section 7.1 of this Agreement; (vi) the special equity award under Section 3.4 of this Agreement shall vest on a pro rata basis, subject to achievement of the applicable performance criteria; and (vii) and Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder on or after the termination of employment, or any other rights hereunder.
Appears in 1 contract
Termination upon Disability. The Corporation Company may terminate Executive’s employment in the event Executive suffers a disability that renders Executive unable, Disability (as determined in good faith defined below) upon thirty (30) days’ prior written notice of termination by the BoardCompany to Executive while Executive is Disabled. For purposes of this Agreement, “Disability” shall be defined as the failure of Executive to perform have performed the essential functions of Executive’s positionposition hereunder due to a physical or mental injury, even with reasonable accommodation, infirmity or incapacity for six (6) consecutive months. In the event that Executive’s employment is terminated pursuant to this Section 4(b), Executive shall receive payment for any earned and unpaid Base Salary as of (or Executive’s employment termination date (whichlegal representative, for purposes of this Section 4(b), if applicable) shall be the date specified by the Board); accrued but unused vacation time as of the end of the month in which the termination of employment for disability occurs; the amount of any unreimbursed expenses described in Section 2(f), which were incurred by Executive before Executive’s termination date; and benefits, if any, that Executive is then entitled to receive under the benefit plans of the Corporation in which Executive was an eligible participant. In additionAccrued Benefits, after Executive’s termination dateincluding, Executive shall receive without limitation, any long term disability benefits under the applicable benefit plans of the Corporation Company to the extent Executive qualifies for such benefitsbenefits and the Deferred Payment in a lump sum sixty (60) days after Disability termination. In addition, subject to Executive materially complying with sections 1(c), 7 and 8 of the event that Agreement and Executive’s employment is terminated as a result execution and non-revocation of a determination pursuant release in the form attached hereto as Appendix A, but with such changes, if any, as counsel to this Section 4(bthe Company reasonably recommends based on changes in the law or Federal or state regulations to make such release enforceable (the “Release”), and provided that Executive has executed a general release in a form and substance satisfactory to the Corporation, the Corporation Company also shall provide to Executive as severance the payment of an amount equal to (or Executive’s highest Base Salary during legal representative, if applicable), the twelve following: (12i) month period prior the Pro-Rata Bonus; (ii) the Prior Year’s Bonus; and (iii) the Retention Award (to the termination date and the target Bonus for the year in which such termination occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of twelve (12) monthsextent not already paid). All of the foregoing payments and benefits shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. Except The Options that would vest on the next vesting date shall become fully vested as expressly to any service requirement. Any other Options that are unvested as of the employment termination date shall be forfeited. Any Options that are vested as of the employment termination date shall remain exercisable by Executive until the earlier of the expiration of the Option term and the third (3rd) anniversary of Executive’s termination of employment. The Company will pay out the accrued amount of the SERP in a lump sum sixty (60) days after Disability termination, and the tranche of the LTIP Bonus that would next vest shall vest and the remaining tranche(s) of the LTIP Bonus will be forfeited. Executive will not be entitled to any other payments or benefits under any other severance plan, policy or program, except as provided in this Section 4(b), the Corporation shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination date.
Appears in 1 contract
Termination upon Disability. The Corporation may If Executive becomes Permanently Disabled (as defined herein), then the Company shall have the right to terminate Executive’s employment in immediately upon Notice of Termination and Executive shall be entitled to (a) reimbursement of documented, unreimbursed expenses incurred prior to the event Date of Termination, (b) any unpaid portion of his Salary and Benefits until the end of the Term, and (c) benefits under any disability insurance policy or plan provided to or for the benefit of Executive; provided that any payment under this Section 4.2.2 shall be reduced, dollar-for-dollar, by any amounts received by Executive suffers a under any disability insurance policy or plan provided to Executive by the Company. Executive and his dependents shall have any conversion rights available under the Company’s medical insurance plan and as otherwise provided by law including COBRA. The period during which Executive and his dependents shall be entitled to continuation coverage under COBRA shall begin on the day after the Date of Termination. If Executive or his dependents elect to continue coverage under the medical insurance plans after the Date of Termination, Executive shall be responsible for all premiums, as permitted by law. For purposes of this Agreement, “Permanently Disabled” shall mean any permanent disability that renders qualifies Executive unable, as determined in good faith for full benefits under any disability insurance policy or plan provided to Executive by the BoardCompany, if any, or, if the Company does not maintain any such policy, the inability of the Executive to perform attend to the essential and regular functions of Vice President and Chief Financial Officer on a full time basis, with or without reasonable accommodations, by reason of physical or mental incapacity, sickness or infirmity for a period of (i) ninety (90) consecutive days or (ii) one hundred twenty (120) days in any twelve (12)-month period. Executive’s position, even with reasonable accommodation, for six election to receive payment under this Section 4.2.2 shall be in lieu of all other amounts and conditioned upon Executive’s execution (6without revocation) consecutive monthsof a valid release agreement in a form reasonably acceptable to the Company pursuant to which Executive releases the Company and its Affiliates from all claims that Executive may have against them. In the event that Executiveof a dispute as to whether Executive is Permanently Disabled, the Company may refer Executive to a mutually acceptable licensed practicing physician, at Company’s employment is terminated pursuant expense, whose written report shall be final and binding upon the parties, and Executive agrees to this Section 4(b)submit to such reasonable tests and examination as such physician shall deem appropriate. If Executive fails or refuses for any reason to promptly submit to any reasonable examination requested by such physician, then Executive shall receive payment for any earned and unpaid Base Salary as of Executive’s employment termination date (which, for purposes of this Section 4(b), shall not be the date specified by the Board); accrued but unused vacation time as of the end of the month in which the termination of employment for disability occurs; the amount of any unreimbursed expenses described in Section 2(f), which were incurred by Executive before Executive’s termination date; and benefits, if any, that Executive is then entitled considered to receive under the benefit plans of the Corporation in which Executive was an eligible participant. In addition, after Executive’s termination date, Executive shall receive long term disability benefits under the applicable benefit plans of the Corporation to the extent Executive qualifies for such benefits. In the event that Executive’s employment is terminated as a result of a determination pursuant to this Section 4(b), and provided that Executive has executed a general release in a form and substance satisfactory to the Corporation, the Corporation also shall provide to Executive as severance the payment of an amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of twelve (12) months. All of the foregoing payments and benefits shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. Except as expressly provided in this Section 4(b), the Corporation shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination datePermanently Disabled.
Appears in 1 contract
Sources: Employment Agreement (Concorde Career Colleges Inc)
Termination upon Disability. The Corporation may Company shall have the right, at any time during the Term, to terminate Executive’s employment if, during the Term, Executive becomes physically or mentally disabled, whether totally or partially, as evidenced by the written statement of a competent physician licensed to practice medicine in the event United States who is mutually acceptable to the Company and Executive, so that Executive suffers a disability that renders Executive unable, as determined in good faith by the Board, is unable to perform the essential functions of Executive’s positionhis job duties hereunder, even with or without reasonable accommodation, for six (6i) a period of three (3) consecutive months, or (ii) for shorter periods aggregating ninety (90) calendar days during any twelve-month period. In If the event that Company terminates Executive’s employment is terminated pursuant to under this Section 4(b6(d), the Company’s obligation to Executive shall receive be limited solely to the payment for any earned and of (i) unpaid Base Salary as to the effective date of Executivetermination, plus any accrued but unpaid benefits accrued up to the effective date of termination; (ii) a portion of any unpaid bonus earned in accordance with the then applicable bonus plan or program for the year in which the termination occurs, based on the Company’s employment termination actual year-to-date performance compared to the year-to-date approved operating plan for the relevant bonus targets (whichif determinable - or if not determinable, for purposes then based on assumed achievement of this Section 4(bapplicable performance goals at the “target” level), shall be the date specified by the Board); accrued but unused vacation time each measured as of the end date of termination, prorated using a fraction, the month numerator of which is the number of days Executive is employed by the Company during the year in which the termination occurs and the denominator of which is 365; and (iii) if the effective date of termination occurs prior to the date on which the annual bonus, if any, for the immediately preceding year would otherwise be paid, an amount equal to the annual bonus that would have been paid to Executive for such immediately preceding year, based on the actual achievement of applicable performance goals and without regard to whether Executive is employed on the date the bonus otherwise would have been paid. Such bonus shall be paid no later than the March 15th occurring immediately after the year in which the termination of employment for disability occurs; the amount of any unreimbursed expenses described in Section 2(f), which were incurred by Executive before Executive’s termination date; and benefits, if any, that Executive is then entitled to receive under the benefit plans of the Corporation in which Executive was an eligible participant. In addition, after Executive’s termination date, Executive shall receive long term disability benefits under the applicable benefit plans of the Corporation to the extent Executive qualifies for such benefits. In the event that Executive’s employment is terminated as a result of a determination pursuant due to this Section 4(b), and provided that Executive has executed a general release in a form and substance satisfactory to the Corporation, the Corporation also shall provide to Executive as severance the payment of an amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination disability occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of twelve (12) months. All of the foregoing payments and benefits shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. Except as expressly provided in this Section 4(b), the Corporation shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination date.
Appears in 1 contract
Termination upon Disability. The Corporation Company may terminate Executive’s employment in the event Executive suffers a disability that renders Executive unable, as determined in good faith by the Board, to perform the essential functions of Executive’s position, even with reasonable accommodation, for six (6) consecutive months. In the event that Executive’s employment is terminated pursuant to this Section 4(b), Executive shall receive payment for any earned and unpaid Base Salary as of Executive’s employment termination date (which, for purposes of this Section 4(b), shall be the date specified by the Board); accrued but unused vacation time as of the end of the month in which the termination of employment for disability occurs; the amount of any unreimbursed expenses described in Section 2(f2(g), which were incurred by Executive before Executive’s termination date; and benefits, if any, that Executive is then entitled to receive under the benefit plans of the Corporation Company in which Executive was an eligible participant. In addition, after Executive’s termination date, Executive shall receive long term disability benefits under the applicable benefit plans of the Corporation Company to the extent Executive qualifies for such benefits. In the event that Executive’s employment is terminated as a result of a determination pursuant to this Section 4(b), and provided that Executive has executed a general release substantially in a the form and substance satisfactory attached hereto as Exhibit A, but with such changes, if any, as counsel to the CorporationCorporation reasonably recommends based on applicable law or Federal or state regulations (the “Release”), the Corporation Company also shall provide to Executive as severance the payment of an amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs, payable in equal installments on a lump sum within sixty (60) days following the Corporation’s regular pay schedule over a termination date, provided that, in the event such sixty- (60-) day period of twelve (12) monthsspans more than one calendar year, the payment shall be made in the second calendar year. All of the foregoing payments and benefits shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. Except as expressly provided in this Section 4(b), the Corporation Company shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation Company to Executive under this Agreement or otherwise shall cease as of Executive’s termination date.
Appears in 1 contract
Termination upon Disability. The Corporation Employer may terminate the Executive’s employment in after the event Executive suffers is determined to be disabled under the long-term disability program of the Employer then covering the Executive or by a disability that renders Executive unable, as determined in good faith physician engaged by the Board, to perform Employer and reasonably approved by the essential functions of Executive’s position, even with reasonable accommodation, for six (6) consecutive months. In the event of a dispute regarding the Executive’s ‘disability,’ such dispute shall be resolved through arbitration as provided in paragraph (d) of Section 11 hereof, except that the arbitrator appointed by the American Arbitration Association shall be a duly licensed doctor. The Executive shall be entitled to the compensation and benefits provided for under this Agreement during any period of incapacitation occurring during the term of this Agreement, and occurring prior to the establishment of the Executive’s ‘disability’ during which the Executive is unable to work due to a physical or mental infirmity. Notwithstanding anything contained in this Agreement to the contrary, until the date specified in a notice of termination relating to the Executive’s disability, the Executive shall be entitled to return to his position with the Employer as set forth in this Agreement, in which event no disability of the Executive, will be deemed to have occurred. Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (f) of Section 4, the Executive shall be fully vested in all of the Executive’s options and restricted shares under any Stock Plan or similar program to the extent such options or restricted shares are subject to a time-based vesting schedule. Any accelerated vesting of the Executive’s options and restricted stock under any Stock Plan or similar program that is subject to performance-based vesting shall occur in accordance with the terms of the applicable award agreement.”
5. Section 4(g)(i) of the Agreement is hereby amended by inserting the following as the second sentence of such Section: “Such Termination Payment shall be payable in accordance with Section 4(b)(iii) of the Agreement.”
6. Section 4(g)(i) of the Agreement is hereby further amended by inserting the following within the proviso within the second sentence thereof after the phrase “under any Stock Plan or similar program” and immediately before the phrase “and shall be allowed”: “to the extent such options or restricted shares are subject to a time-based vesting schedule (any accelerated vesting of Executive’s options and restricted stock under any Stock Plan or similar program that is subject to performance-based vesting shall occur in accordance with the terms of the applicable Stock Plan, program or award agreement),” As amended and restated, such Section 4(g)(i) shall read as follows:
(i) In the event of a Change in Control (as defined below) and the termination of the Executive’s employment by Executive or by the Employer under either 1 or 2 below, the Executive shall be entitled to a Termination Payment equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received (or, if less, the average of the annual Performance Bonuses that the Executive has theretofore received). Such Termination Payment shall be payable in accordance with Section 4(b)(iii) of the Agreement. The Employer shall also continue for the Executive the Post-Termination Perquisites and Benefits for the same period and to the same extent as provided in paragraph (b) of this Section 4; provided, however, that notwithstanding the vesting schedule otherwise applicable, immediately following a Change in Control (whether or not the Executive’s employment is terminated pursuant to this Section 4(bterminated), the Executive shall receive payment for any earned and unpaid Base Salary as be fully vested in all of Executive’s employment termination date options and restricted shares outstanding under any Stock Plan or similar program to the extent such options or restricted shares are subject to a time-based vesting schedule (whichany accelerated vesting of Executive’s options and restricted stock under any Stock Plan or similar program that is subject to performance-based vesting shall occur in accordance with the terms of the applicable Stock Plan, for purposes of this Section 4(bprogram or award agreement), and shall be the date specified by the Board); accrued but unused vacation time as allowed a period of the end of the month in which eighteen (18) months following the termination of employment of the Executive for disability occurs; the amount of any unreimbursed expenses described in Section 2(f), which were incurred by Executive before Executive’s exercise of such options. The following shall constitute termination date; and benefits, if any, that Executive is then entitled to receive under the benefit plans this paragraph:”
7. Section 4(g)(ii)2 of the Corporation in which Executive was an eligible participant. In addition, after Executive’s termination date, Executive shall receive long term disability benefits under Agreement is hereby amended by (a) replacing the applicable benefit plans phrase “Approval by the stockholders of COPT or the Corporation to the extent Executive qualifies for such benefits. In the event that Executive’s employment is terminated as a result of a determination pursuant to this Section 4(b)Employer of” with “The consummation of”, and provided that Executive has executed (b) deleting the phrase “a general release in a form complete or substantial liquidation or dissolution, or an agreement for” within part (2) thereof. As amended and substance satisfactory to the Corporationrestated, the Corporation also such section shall provide to Executive read as severance the payment of an amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of twelve (12) months. All of the foregoing payments and benefits shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. Except as expressly provided in this Section 4(b), the Corporation shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination date.follows:
Appears in 1 contract
Sources: Employment Agreement (Corporate Office Properties Trust)
Termination upon Disability. This Agreement shall automatically terminate upon the Employee’s Disability (as defined below). The Corporation may Base Salary will continue to be paid to Employee through the date of Disability, and any amounts owed for Reimbursable Expenses that Employee incurs through such date and any previously awarded but unpaid bonuses will be paid as promptly as practicable following such date. In such event of Employee’s Disability, Employer will also continue to pay Employee the Base Salary in effect at the time of such Disability for a period of 6 months following the date of Disability. All Benefits will, unless otherwise expressly set forth on Exhibit A, otherwise provided by Employer policy applicable to its employees generally, or otherwise required by law, terminate Executive’s employment in on the date of termination. In the event Executive suffers of Employee’s Disability, the stock option described above in Section 4.3(b) shall fully vest and become exercisable by Employee for a disability that renders Executive unable, as determined in good faith by the Board, to perform the essential functions period of Executive’s position, even with reasonable accommodation, for no more than six (6) consecutive months. In months following Employee’s date of Disability and the event that Executive’s employment is terminated pursuant restrictions shall immediately lapse with respect to this Section 4(b), Executive shall receive payment for any earned and unpaid Base Salary as of Executive’s employment termination date (which, for purposes of this Section 4(b), shall be the date specified by the Board); accrued but unused vacation time as of the end of the month in which the termination of employment for disability occurs; the amount of any unreimbursed expenses restricted stock grant described in Section 2(f)4.3(c) above. “Disability” means that the (i) Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; (ii) Employee is, which were incurred by Executive before Executive’s termination date; and benefitsreason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, if any, that Executive is then entitled to receive under the benefit plans of the Corporation in which Executive was an eligible participant. In addition, after Executive’s termination date, Executive shall receive long term disability receiving income replacement benefits under the applicable benefit plans of the Corporation to the extent Executive qualifies for such benefits. In the event that Executive’s employment is terminated as a result of a determination pursuant to this Section 4(b), and provided that Executive has executed a general release in a form and substance satisfactory to the Corporation, the Corporation also shall provide to Executive as severance the payment of an amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of twelve not less than three months under an accident and health plan covering employee’s of Employer; (12iii) monthsEmployee is determined to be totally disabled by the Social Security Administration; or (iv) Employee is determined to be disabled in accordance with the disability insurance program under which the Employer has provided disability insurance to the Employee, provided that the definition of disability applied under such disability insurance program complies with the requirements of Treasury Regulation Section 1.409A-3(i)(4). All of the foregoing payments If a disagreement arises between Employee and benefits shall Employer as to whether Employee is suffering from Disability, such issue will be paid less all applicable federal, state or local taxes and other normal payroll deductions, if anydetermined by a physician designated by Employer. Except as expressly provided Nothing in this Section 4(b), Paragraph relieves the Corporation shall have no obligation to make any other payment, including severance or other compensation Employer of any kind or payment in lieu of notice, and all other benefits provided by its obligations of reasonable accommodation under the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination dateAmericans with Disabilities Act.
Appears in 1 contract
Termination upon Disability. The Corporation Employer may terminate the Executive’s employment in after the event Executive suffers is determined to be disabled under the long-term disability program of the Employer then covering the Executive or by a disability that renders Executive unable, as determined in good faith physician engaged by the Board, to perform Employer and reasonably approved by the essential functions of Executive’s position, even with reasonable accommodation, for six (6) consecutive months. In the event of a dispute regarding the Executive’s ‘disability,’ such dispute shall be resolved through arbitration as provided in paragraph (d) of Section 11 hereof, except that the arbitrator appointed by the American Arbitration Association shall be a duly licensed medical doctor. The Executive shall be entitled to the compensation and benefits provided for under this Agreement during any period of incapacitation occurring during the term of this Agreement, and occurring prior to the establishment of the Executive’s ‘disability’ during which the Executive is unable to work due to a physical or mental infirmity. Notwithstanding anything contained in this Agreement to the contrary, until the date specified in a notice of termination relating to the Executive’s disability, the Executive shall be entitled to return to his positions with the Employer as set forth in this Agreement, in which event no disability of the Executive will be deemed to have occurred. Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (f) of Section 4, the Executive shall be fully vested in all of the Executive’s options and restricted shares under any Stock Plan or similar program to the extent such options or restricted shares are subject to a time-based vesting schedule. Any accelerated vesting of the Executive’s options and restricted stock under any Stock Plan or similar program that is subject to performance-based vesting shall occur in accordance with the terms of the applicable award agreement.”
5. Section 4(g)(i) of the Agreement is hereby amended by inserting the following as the second sentence of such Section: “Such Termination Payment shall be payable in accordance with Section 4(b)(iii) of the Agreement.”
6. Section 4(g)(i) of the Agreement is hereby further amended by (a) adding the phrase “for the same period and to the same extent” after the phrase “The Employer shall also continue for the Executive the Post-Termination Perquisites and Benefits” and before “as provided in paragraph (b) of this Section 4” within the second sentence thereof and (b) inserting the following within the proviso within the second sentence thereof after the phrase “under any Stock Plan or similar program” and immediately before the phrase “and shall be allowed”: “to the extent such options or restricted shares are subject to a time-based vesting schedule (any accelerated vesting of Executive’s options and restricted stock under any Stock Plan or similar program that is subject to performance-based vesting shall occur in accordance with the terms of the applicable Stock Plan, program or award agreement),” As amended and restated, such Section 4(g)(i) shall read as follows:
(i) In the event of a Change in Control (as defined below) and the termination of the Executive’s employment by Executive or by the Employer under either 1 or 2 below, the Executive shall be entitled to a Termination Payment equal to the sum of: (w) the rate of annualized Base Salary then payable to the Executive multiplied by the number of years then remaining in the contract term (but not less than three (3) years); plus (x) the average of the three (3) most recent Performance Bonuses that the Executive received (or if less, the average of the annual Performance Bonuses that the Executive has theretofore received from the Employer) multiplied by the number of years then remaining in the contract term (but not less than three (3) years). Such Termination Payment shall be payable in accordance with Section 4(b)(iii) of the Agreement. The Employer shall also continue for the Executive the Post-Termination Perquisites and Benefits for the same period and to the same extent as provided in paragraph (b) of this Section 4; provided, however, that notwithstanding the vesting schedule otherwise applicable, immediately following a Change in Control (whether or not the Executive’s employment is terminated pursuant to this Section 4(bterminated), the Executive shall receive payment for any earned and unpaid Base Salary as be fully vested in all of Executive’s employment termination date options and restricted shares outstanding under any Stock Plan or similar program to the extent such options or restricted shares are subject to a time-based vesting schedule (whichany accelerated vesting of Executive’s options and restricted stock under any Stock Plan or similar program that is subject to performance-based vesting shall occur in accordance with the terms of the applicable Stock Plan, for purposes of this Section 4(bprogram or award agreement), and shall be the date specified by the Board); accrued but unused vacation time as allowed a period of the end of the month in which eighteen (18) months following the termination of employment of the Executive for disability occurs; the amount of any unreimbursed expenses described in Section 2(f), which were incurred by Executive before Executive’s exercise of such options. The following shall constitute termination date; and benefits, if any, that Executive is then entitled to receive under the benefit plans this paragraph:”
7. Section 4(g)(ii)2 of the Corporation in which Executive was an eligible participant. In addition, after Executive’s termination date, Executive shall receive long term disability benefits under Agreement is hereby amended by (a) replacing the applicable benefit plans phrase “Approval by the stockholders of COPT or the Corporation to the extent Executive qualifies for such benefits. In the event that Executive’s employment is terminated as a result of a determination pursuant to this Section 4(b)Employer of” with “The consummation of”, and provided that Executive has executed (b) deleting the phrase “a general release in a form complete or substantial liquidation or dissolution, or an agreement for” within part (2) thereof. As amended and substance satisfactory to the Corporationrestated, the Corporation also such section shall provide to Executive read as severance the payment of an amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of twelve (12) months. All of the foregoing payments and benefits shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. Except as expressly provided in this Section 4(b), the Corporation shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination date.follows:
Appears in 1 contract
Sources: Employment Agreement (Corporate Office Properties Trust)
Termination upon Disability. The Corporation may terminate Executive’s employment in the event Executive suffers a disability that renders Executive unable, as determined in good faith by the Board, to perform the essential functions of Executive’s position, even with reasonable accommodation, for six (6) consecutive months; provided that, any dispute as to whether or not Executive is so disabled shall be resolved by a physician reasonably acceptable to Executive and the Corporation, whose determination shall be final and binding upon both Executive and the Corporation. In the event that Executive’s employment is terminated pursuant to this Section 4(b), Executive shall receive payment for any earned and unpaid Base Salary as of Executive’s employment termination date (which, for purposes of this Section 4(b), shall be the date specified by the Board); accrued but unused vacation time as of the end of the month in which the termination of employment for disability occurs; the amount of any unreimbursed expenses described in Section 2(f), which were incurred by Executive before Executive’s termination date; and benefits, if any, that Executive is then entitled to receive under the benefit plans of the Corporation in which Executive was an eligible participant. In addition, after Executive’s termination date, Executive shall receive long term disability benefits under the applicable benefit plans of the Corporation to the extent Executive qualifies for such benefits. In the event that Executive’s employment is terminated as a result of a determination pursuant to this Section 4(b), and provided that Executive has executed a general release in a form and substance satisfactory to the Corporation, the Corporation also shall provide to Executive as severance the payment of an amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of twelve (12) months. All of the foregoing payments and benefits shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. Except as expressly provided in this Section 4(b), the Corporation shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination date.
Appears in 1 contract
Termination upon Disability. This Agreement shall automatically terminate upon the Employee’s Disability. The Corporation may terminate Executive’s employment in Base Salary will continue to be paid to Employee through the event Executive suffers a disability date of Disability, and any amounts owed for Reimbursable Expenses that renders Executive unable, Employee incurs through such date and any previously awarded but unpaid bonuses will be paid as determined in good faith by the Board, to perform the essential functions of Executive’s position, even with reasonable accommodation, for six (6) consecutive monthspromptly as practicable following such date. In such event of Employee’s Disability, Employer will also continue to pay Employee the event that Executive’s employment is terminated pursuant to this Section 4(b), Executive shall receive payment for any earned and unpaid Base Salary as in effect at the time of Executive’s employment termination date (which, such Disability for purposes of this Section 4(b), shall be the date specified by the Board); accrued but unused vacation time as of the end of the month in which the termination of employment for disability occurs; the amount of any unreimbursed expenses described in Section 2(f), which were incurred by Executive before Executive’s termination date; and benefits, if any, that Executive is then entitled to receive under the benefit plans of the Corporation in which Executive was an eligible participant. In addition, after Executive’s termination date, Executive shall receive long term disability benefits under the applicable benefit plans of the Corporation to the extent Executive qualifies for such benefits. In the event that Executive’s employment is terminated as a result of a determination pursuant to this Section 4(b), and provided that Executive has executed a general release in a form and substance satisfactory to the Corporation, the Corporation also shall provide to Executive as severance the payment of an amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of twelve (12) months6 months following the date of Disability. All restrictions on any restricted stock grants issued to Employee hereunder shall lapse. Employer shall provide, at its expense, life and health insurance coverage to Employee for six months following the date of Disability. All other Benefits will, unless otherwise expressly set forth on Exhibit A, otherwise provided by Employer policy applicable to its employees generally, or otherwise required by Law, terminate on the foregoing payments date of termination. “Disability” means (i) Employee is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; (ii) Employee is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and benefits shall health plan covering employee’s of Employer; (iii) Employee is determined to be paid less all applicable federaltotally disabled by the Social Security Administration; or (iv) Employee is determined to be disabled in accordance with a disability insurance program, state or local taxes provided that the definition of disability applied under such disability insurance program complies with the requirements of Treasury Regulation Section 1.409A-3(i)(4). If a disagreement arises between Employee and other normal payroll deductionsEmployer as to whether Employee is suffering from Disability, if anysuch issue will be determined by a physician designated by Employer. Except as expressly provided in this Section 4(b)If Employee disagrees with the conclusion of such physician, the Corporation shall have no obligation then such physician and Employee’s physician will choose a mutually acceptable physician to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination datesuch determination.
Appears in 1 contract
Sources: Executive Employment Agreement (United Fuel & Energy Corp)
Termination upon Disability. This Agreement shall automatically terminate upon the Employee’s Disability (as defined below). The Corporation may Base Salary will continue to be paid to Employee through the date of Disability, and any amounts owed for Reimbursable Expenses that Employee incurs through such date and any previously awarded but unpaid bonuses will be paid as promptly as practicable following such date. In such event of Employee’s Disability, Employer will also continue to pay Employee the Base Salary in effect at the time of such Disability for a period of 6 months following the date of Disability. All Benefits will, unless otherwise expressly set forth on Exhibit A, otherwise provided by Employer policy applicable to its employees generally, or otherwise required by law, terminate Executive’s employment in on the date of termination. In the event Executive suffers of Employee’s Disability, the stock option described above in Section 4.3 shall fully vest and become exercisable by Employee for a disability that renders Executive unable, as determined in good faith by the Board, to perform the essential functions period of Executive’s position, even with reasonable accommodation, for no more than six (6) consecutive monthsmonths following Employee’s date of Disability. In “Disability” means that the event that Executive’s employment (i) Employee is terminated pursuant unable to this Section 4(b), Executive shall receive payment for engage in any earned and unpaid Base Salary as of Executive’s employment termination date (which, for purposes of this Section 4(b), shall be the date specified substantial gainful activity by the Board); accrued but unused vacation time as of the end of the month in which the termination of employment for disability occurs; the amount reason of any unreimbursed expenses described medically determinable physical or mental impairment that can be expected to result in Section 2(f)death or can be expected to last for a continuous period of not less than 12 months; (ii) Employee is, which were incurred by Executive before Executive’s termination date; and benefitsreason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, if any, that Executive is then entitled to receive under the benefit plans of the Corporation in which Executive was an eligible participant. In addition, after Executive’s termination date, Executive shall receive long term disability receiving income replacement benefits under the applicable benefit plans of the Corporation to the extent Executive qualifies for such benefits. In the event that Executive’s employment is terminated as a result of a determination pursuant to this Section 4(b), and provided that Executive has executed a general release in a form and substance satisfactory to the Corporation, the Corporation also shall provide to Executive as severance the payment of an amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of twelve not less than three months under an accident and health plan covering employee’s of Employer; (12iii) monthsEmployee is determined to be totally disabled by the Social Security Administration; or (iv) Employee is determined to be disabled in accordance with the disability insurance program under which the Employer has provided disability insurance to the Employee, provided that the definition of disability applied under such disability insurance program complies with the requirements of Treasury Regulation Section 1.409A-3(i)(4). All of the foregoing payments If a disagreement arises between Employee and benefits shall Employer as to whether Employee is suffering from Disability, such issue will be paid less all applicable federal, state or local taxes and other normal payroll deductions, if anydetermined by a physician designated by Employer. Except as expressly provided Nothing in this Section 4(b), Paragraph relieves the Corporation shall have no obligation to make any other payment, including severance or other compensation Employer of any kind or payment in lieu of notice, and all other benefits provided by its obligations of reasonable accommodation under the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination dateAmericans with Disabilities Act and/or the Texas Commission on Human Rights Act.
Appears in 1 contract
Termination upon Disability. The Corporation Company may terminate Executive’s employment in the event Executive suffers a disability that renders Executive unable, as determined in good faith by the Board, to perform the essential functions of Executive’s his position, even with reasonable accommodation, for six (6) consecutive months. In the event that Executive’s employment is terminated pursuant to this Section 4(b), Executive shall receive payment for any earned and unpaid Base Salary as of Executive’s employment termination date (which, which for purposes of this Section 4(b), ) shall be the date specified by the Board); accrued but unused vacation time as of the end of the month in which the termination of employment for disability occurs; the amount of any unreimbursed expenses described in Section 2(f), which were incurred by Executive before Executive’s his termination date; and benefits, if any, benefits that Executive is then entitled to receive under the applicable benefit plans of the Corporation in which Executive was an eligible participantCompany. All of the foregoing payments and benefits shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. In addition, after Executive’s termination date, Executive shall receive long term disability benefits under the applicable benefit plans of the Corporation Company to the extent Executive qualifies for such benefits. Except as expressly provided in this Section 4(b), all benefits provided by the Company to Executive under this Agreement or otherwise shall cease as of Executive’s termination date. In the event that Executive’s employment is terminated as a result of a determination pursuant to this Section 4(b), and provided that Executive has executed a general release in a form and substance satisfactory to the CorporationCompany and substantially similar to Exhibit A hereto, the Corporation Company also shall provide to Executive as severance the payment of an amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of twelve (12) months. All of the foregoing payments and benefits shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. Except as expressly provided payable in this Section 4(b), equal installments on the Corporation shall have no obligation to make any other payment, including severance or other compensation Company’s regular pay schedule over a period of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination datetwelve (12) months.
Appears in 1 contract
Termination upon Disability. The Corporation Employer may terminate Executive’s employment this Agreement by notice to the Executive in the event that the Executive suffers a disability that renders Executive unable, as determined in good faith by the Board, is unable fully to perform the essential functions his duties and responsibilities hereunder by reason of Executive’s positionillness, even with reasonable accommodation, injury or incapacity for a period of six months within any twelve-month period (6) consecutive monthsa "Disability"). In the event that Executive’s employment is terminated Upon termination of this Agreement pursuant to this Section 4(b)4.6, the Employer shall pay to the Executive shall receive payment for any earned the sum of (i) all salary, expenses and unpaid Base Salary as other amounts accrued and payable to the Executive through the effective date of such termination, plus (ii) an amount equal to the Executive’s employment termination date 's then- current annual base salary, plus (which, for purposes iii) the sum of this the amounts of the most recent annual bonus (pursuant to Section 4(b), shall be 2.2 above) and incentive payments (under the date specified Incentive Plan) paid by the Board); accrued but unused vacation time as of Employer to the end of the month in which the termination of employment for disability occurs; Executive, and plus (iv) the amount of any unreimbursed expenses described in Section 2(f), which were incurred the most recent annual contributions made or credited by Executive before Executive’s termination date; and benefits, if any, that Executive is then entitled to receive the Employer under all employee retirement plans for the benefit plans of the Corporation in which Executive was an eligible participantExecutive. In addition, after Executive’s termination datein the event of such termination, for a period of one (1) year thereafter, the Employer shall continue to provide coverage for the Executive shall receive under the health, long term disability and life insurance programs maintained by the Employer; provided, however, that the continued payment of these amounts by the Employer shall not offset or diminish any compensation or benefits under the applicable benefit plans accrued as of the Corporation date of termination. The Executive shall be entitled to the extent Executive qualifies compensation and benefits provided for such benefits. In the event that Executive’s employment is terminated as a result of a determination pursuant to under this Section 4(b), and provided that Executive has executed a general release in a form and substance satisfactory to the Corporation, the Corporation also shall provide to Executive as severance the payment of an amount equal to Executive’s highest Base Salary Agreement for any period during the twelve (12) month period term of this Agreement and prior to the establishment of the Executive's Disability during which the Executive is unable to work due to a physical or mental infirmity. Notwithstanding anything contained in this Agreement to the contrary, until the date specified in a notice of termination date and relating to the target Bonus for Executive's Disability, the year Executive shall be entitled to return to his positions with the Employer as set forth in this Agreement in which such termination occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of twelve (12) months. All event no Disability of the foregoing payments and benefits Executive will be deemed to have occurred. The Employer shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. Except as expressly provided pay to the Executive the amounts set forth in this Section 4(b), 4.6 in a lump sum within thirty (30) days after the Corporation shall have no obligation to make any other payment, including severance or other compensation effective date of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination datesuch termination.
Appears in 1 contract
Termination upon Disability. The Corporation Employer may terminate the Executive’s employment in after the event Executive suffers is determined to be disabled under the long-term disability program of the Employer then covering the Executive or by a disability that renders Executive unable, as determined in good faith physician engaged by the Board, to perform Employer and reasonably approved by the essential functions of Executive’s position, even with reasonable accommodation, for six (6) consecutive months. In the event of a dispute regarding the Executive’s ‘disability,’ such dispute shall be resolved through arbitration as provided in paragraph (d) of Section 11 hereof, except that the arbitrator appointed by the American Arbitration Association shall be a duly licensed medical doctor. The Executive shall be entitled to the compensation and benefits provided for under this Agreement during any period of incapacitation occurring during the term of this Agreement, and occurring prior to the establishment of the Executive’s ‘disability’ during which the Executive is unable to work due to a physical or mental infirmity. Notwithstanding anything contained in this Agreement to the contrary, until the date specified in a notice of termination relating to the Executive’s disability, the Executive shall be entitled to return to his positions with the Employer as set forth in this Agreement, in which event no disability of the Executive will be deemed to have occurred. Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (f) of Section 4, the Executive shall be fully vested in all of the Executive’s options and restricted shares under any Stock Plan or similar program to the extent such options or restricted shares are subject to a time-based vesting schedule. Any accelerated vesting of the Executive’s options and restricted stock under any Stock Plan or similar program that is subject to performance-based vesting shall occur in accordance with the terms of the applicable award agreement.”
5. Section 4(g)(i) of the Agreement is hereby amended by inserting the following as the second sentence of such Section: “Such Termination Payment shall be payable in accordance with Section 4(b)(iii) of the Agreement.”
6. Section 4(g)(i) of the Agreement is hereby further amended by inserting the following within the proviso within the second sentence thereof after the phrase “under any Stock Plan or similar program” and immediately before the phrase “and shall be allowed”: “to the extent such options or restricted shares are subject to a time-based vesting schedule (any accelerated vesting of Executive’s options and restricted stock under any Stock Plan or similar program that is subject to performance-based vesting shall occur in accordance with the terms of the applicable Stock Plan, program or award agreement),” As amended and restated, such Section 4(g)(i) shall read as follows:
(i) In the event of a Change in Control (as defined below) and the termination of the Executive’s employment by Executive or by the Employer under either 1 or 2 below, the Executive shall be entitled to a Termination Payment equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received (or, if less, the average of the annual Performance Bonuses that the Executive has theretofore received). Such Termination Payment shall be payable in accordance with Section 4(b)(iii) of the Agreement. The Employer shall also continue for the Executive the Post-Termination Perquisites and Benefits for the same period and to the same extent as provided in paragraph (b) of this Section 4; provided, however, that notwithstanding the vesting schedule otherwise applicable, immediately following a Change in Control (whether or not the Executive’s employment is terminated pursuant to this Section 4(bterminated), the Executive shall receive payment for any earned and unpaid Base Salary as be fully vested in all of Executive’s employment termination date options and restricted shares outstanding under any Stock Plan or similar program to the extent such options or restricted shares are subject to a time-based vesting schedule (whichany accelerated vesting of Executive’s options and restricted stock under any Stock Plan or similar program that is subject to performance-based vesting shall occur in accordance with the terms of the applicable Stock Plan, for purposes of this Section 4(bprogram or award agreement), and shall be the date specified by the Board); accrued but unused vacation time as allowed a period of the end of the month in which eighteen (18) months following the termination of employment of the Executive for disability occurs; the amount of any unreimbursed expenses described in Section 2(f), which were incurred by Executive before Executive’s exercise of such options. The following shall constitute termination date; and benefits, if any, that Executive is then entitled to receive under the benefit plans this paragraph:”
7. Section 4(g)(ii)2 of the Corporation in which Executive was an eligible participant. In addition, after Executive’s termination date, Executive shall receive long term disability benefits under Agreement is hereby amended by (a) replacing the applicable benefit plans phrase “Approval by the stockholders of COPT or the Corporation to the extent Executive qualifies for such benefits. In the event that Executive’s employment is terminated as a result of a determination pursuant to this Section 4(b)Employer of” with “The consummation of”, and provided that Executive has executed (b) deleting the phrase “a general release in a form complete or substantial liquidation or dissolution, or an agreement for” within part (2) thereof. As amended and substance satisfactory to the Corporationrestated, the Corporation also such section shall provide to Executive read as severance the payment of an amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of twelve (12) months. All of the foregoing payments and benefits shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. Except as expressly provided in this Section 4(b), the Corporation shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination date.follows:
Appears in 1 contract
Sources: Employment Agreement (Corporate Office Properties Trust)
Termination upon Disability. The Corporation Employer may terminate the Executive’s employment in after the event Executive suffers is determined to be disabled under the long-term disability program of the Employer then covering the Executive or by a disability that renders Executive unable, as determined in good faith physician engaged by the Board, to perform Employer and reasonably approved by the essential functions of Executive’s position, even with reasonable accommodation, for six (6) consecutive months. In the event of a dispute regarding the Executive’s ‘disability,’ such dispute shall be resolved through arbitration as provided in paragraph (d) of Section 11 hereof, except that the arbitrator appointed by the American Arbitration Association shall be a duly licensed medical doctor. The Executive shall be entitled to the compensation and benefits provided for under this Agreement during any period of incapacitation occurring during the term of this Agreement, and occurring prior to the establishment of the Executive’s ‘disability’ during which the Executive is unable to work due to a physical or mental infirmity. Notwithstanding anything contained in this Agreement to the contrary, until the date specified in a notice of termination relating to the Executive’s disability, the Executive shall be entitled to return to his positions with the Employer as set forth in this Agreement, in which event no disability of the Executive will be deemed to have occurred. Notwithstanding the vesting schedule otherwise applicable, in the event of a termination governed by this subparagraph (g) of Section 4, the Executive shall be fully vested in all of the Executive’s options and restricted shares under any Stock Plan or similar program to the extent such options or restricted shares are subject to a time-based vesting schedule. Any accelerated vesting of the Executive’s options and restricted stock under any Stock Plan or similar program that is subject to performance-based vesting shall occur in accordance with the terms of the applicable award agreement.”
5. Section 4(h)(i) of the Agreement is hereby amended by inserting the following as the second sentence of such Section: “Such Termination Payment shall be payable in accordance with Section 4(c)(iii) of the Agreement.”
6. Section 4(h)(i) of the Agreement is hereby further amended by inserting the following within the proviso within the second sentence thereof after the phrase “under any Stock Plan or similar program” and immediately before the phrase “and shall be allowed”: “to the extent such options or restricted shares are subject to a time-based vesting schedule (any accelerated vesting of Executive’s options and restricted stock under any Stock Plan or similar program that is subject to performance-based vesting shall occur in accordance with the terms of the applicable Stock Plan, program or award agreement),” As amended and restated, such Section 4(h)(i) shall read as follows:
(i) In the event of a Change in Control (as defined below) and the termination of the Executive’s employment by Executive or by the Employer under either 1 or 2 below, the Executive shall be entitled to a Termination Payment equal to the sum of: (w) three (3) times the rate of annualized Base Salary then payable to the Executive, plus (x) three (3) times the average of the three (3) most recent annual Performance Bonuses that the Executive received. Such Termination Payment shall be payable in accordance with Section 4(c)(iii) of the Agreement. The Employer shall also continue for the Executive the Post-Termination Perquisites and Benefits for the same period and to the same extent as provided in paragraph (c) of this Section 4; provided, however, that notwithstanding the vesting schedule otherwise applicable, immediately following a Change in Control (whether or not the Executive’s employment is terminated pursuant to this Section 4(bterminated), the Executive shall receive payment for any earned and unpaid Base Salary as be fully vested in all of Executive’s employment termination date options and restricted shares outstanding under any Stock Plan or similar program to the extent such options or restricted shares are subject to a time-based vesting schedule (whichany accelerated vesting of Executive’s options and restricted stock under any Stock Plan or similar program that is subject to performance-based vesting shall occur in accordance with the terms of the applicable Stock Plan, for purposes of this Section 4(bprogram or award agreement), and shall be the date specified by the Board); accrued but unused vacation time as allowed a period of the end of the month in which eighteen (18) months following the termination of employment of the Executive for disability occurs; the amount of any unreimbursed expenses described in Section 2(f), which were incurred by Executive before Executive’s exercise of such options. The following shall constitute termination date; and benefits, if any, that Executive is then entitled to receive under the benefit plans this paragraph:”
7. Section 4(h)(ii)2 of the Corporation in which Executive was an eligible participant. In addition, after Executive’s termination date, Executive shall receive long term disability benefits under Agreement is hereby amended by (a) replacing the applicable benefit plans phrase “Approval by the stockholders of COPT or the Corporation to the extent Executive qualifies for such benefits. In the event that Executive’s employment is terminated as a result of a determination pursuant to this Section 4(b)Employer of” with “The consummation of”, and provided that Executive has executed (b) deleting the phrase “a general release in a form complete or substantial liquidation or dissolution, or an agreement for” within part (2) thereof. As amended and substance satisfactory to the Corporationrestated, the Corporation also such section shall provide to Executive read as severance the payment of an amount equal to Executive’s highest Base Salary during the twelve (12) month period prior to the termination date and the target Bonus for the year in which such termination occurs, payable in equal installments on the Corporation’s regular pay schedule over a period of twelve (12) months. All of the foregoing payments and benefits shall be paid less all applicable federal, state or local taxes and other normal payroll deductions, if any. Except as expressly provided in this Section 4(b), the Corporation shall have no obligation to make any other payment, including severance or other compensation of any kind or payment in lieu of notice, and all other benefits provided by the Corporation to Executive under this Agreement or otherwise shall cease as of Executive’s termination date.follows:
Appears in 1 contract
Sources: Employment Agreement (Corporate Office Properties Trust)