Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits: (i) the Company shall pay to the Executive the following amounts: (1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and (2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date; (ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Appears in 4 contracts
Sources: Executive Retention Agreement (Myriad Genetics Inc), Executive Retention Agreement (Myriad Genetics Inc), Executive Retention Agreement (Myriad Genetics Inc)
Termination Without Cause or for Good Reason. If In the event of the Executive’s termination of employment with the Company is terminated by the Company (other than for Cause, Disability or Deathwithout Cause pursuant to Section 4(a)(iv) or by the Executive for Good Reason within 24 months following pursuant to Section 4(a)(v), in addition to the Change payments and benefits described in Control Section 5(a) above, the Company shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Company’s customary form (a “Release”), as of the Release Expiration Date, then the Executive shall be entitled to the following benefits:in accordance with Section 20(c):
(i) the Company shall Continue to pay to the Executive Annual Base Salary during the following amounts:period beginning on the Date of Termination and ending on the first anniversary of the Date of Termination (such period, the “Severance Period”) in accordance with the Company’s regular payroll practice as of the Date of Termination;
(1ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in a lump sum, respect of the fiscal year in cash, within 30 days after which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full months elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (y) twelve (12). Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the sum Executive was still employed on the applicable bonus payment date, but in no event earlier than January 1, or later than December 31, of (A) the Executive’s base salary through calendar year immediately following the calendar year in which the Date of Termination, Termination occurs;
(Biii) Accelerate the vesting of a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current Annual Equity Award that otherwise would vest at the end of the fiscal year in which the Executive is employed through the Date of Termination by 12occurs, such amount to based on the number of full (not partial) fiscal months elapsed during such fiscal year (for example, if Executive’s Date of Termination is June 30, 2014, fifty percent (50%) of the Annual Equity Award that otherwise would vest at the end of fiscal 2014 shall immediately vest, and multiplying this fraction by Executive shall forfeit the highest annual bonus payment amount paid to Executive in the preceding three years), and remaining fifty percent (C50%) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described Annual Equity Award scheduled to vest in clauses (A), (B), and (C) shall be hereinafter referred to fiscal 2014 as well as the “Accrued Obligations”remainder of the Annual Equity Award that otherwise would vest in subsequent fiscal years); and
(2iv) During the Severance Period, if the Executive elects to continue coverage under the Company’s group health plan in a lump sumaccordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continue coverage for the Executive and any eligible dependents under the Company group health benefit plans in cash, within 30 days after which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination. In the event Executive elects to continue with COBRA coverage, provided, that Employee timely submits to the Company evidence of Executive’s payments made to the COBRA administrator, the sum Company will reimburse Executive for the Company’s share of (A) three times the Executive’s highest annual base salary premiums associated therewith in an amount equal to what the Company pays for the health insurance premiums of other executive level employees at the Company during the three-year Company. The COBRA health continuation period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms under Section 4980B of the appropriate plan, program, practice or policy, each month the Company Code shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance run concurrently with the applicable Benefit Plans period of continued coverage set forth in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesthis Section 5(b)(iv); provided, however, that if in the Executive becomes reemployed with another employer and is eligible to receive a particular type event Employee obtains other employment that offers group health benefits, such continuation of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided COBRA coverage by the Company, then the Company under this Section 5(b)(iv) shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)immediately cease.
Appears in 4 contracts
Sources: Employment Agreement (Shake Shack Inc.), Employment Agreement (Shake Shack Inc.), Employment Agreement (Shake Shack Inc.)
Termination Without Cause or for Good Reason. If In the event the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) without Cause or by the Executive for Good Reason within 24 months Reason, the Executive shall receive the following, subject to the execution and timely return by the Executive of a release of claims in the form to be delivered by the Company, which release shall, by its terms, be irrevocable no later than the sixtieth (60th) day following the Change termination of employment: (a) the Accrued Obligations, payable in Control Datea lump sum within the time period required by applicable law, then and in no event later than thirty (30) days following termination of employment; (b) if the Executive was employed by the Company through at least July 1st of the applicable calendar year, a pro-rata portion of any Performance Bonus earned during such calendar year, with the amount (1) prorated based on the number of days employed during such calendar year, (2) determined assuming a “target” achievement level for the performance criteria for such Performance Bonus, and (3) payable in a lump sum payment on the Company’s first regular pay date on or after the sixtieth (60th) day following the termination of employment; (c) severance pay in an amount equal to the Executive’s Base Salary for twelve (12) months, less applicable taxes and other withholdings, payable in a lump sum payment on the Company’s first regular pay date on or after the sixtieth (60th) day following the termination of employment; (d) for a period of twelve (12) months or until the Executive becomes eligible for comparable employer sponsored health plan benefits, whichever is sooner, all health plan benefits to which the Executive is entitled prior to the termination date under any such benefit plans or arrangements maintained by the Company in which the Executive participated, which benefits shall be determined and paid in accordance with this Agreement and plans or arrangements and shall be provided pursuant to COBRA with the relative costs therefor being paid by the Company and the Executive in the same proportion as existed while the Executive was an active employee of the Company; and (e) the Stock Options and Restricted Stock granted to the Executive shall be entitled to fully and immediately vested, and the Stock Options shall remain exercisable for two (2) years following benefits:
the termination date or, if sooner, until the end of the applicable Stock Option’s term. For purposes of this Agreement, “Good Reason” means termination because of: (ia) the Company shall pay to the Executive the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) material diminution without the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year consent in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at duties and responsibilities; (b) a material breach by the Company during the three-year period prior of this Agreement or any other agreement to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to which the Executive and the Executive’s family at least equal to those which would have been provided to them if Company are parties; (c) relocation of the Executive’s principal place of employment had not been terminatedto a place that is more than thirty-five (35) miles from the Company’s principal place of business in Yardley, Pennsylvania; and (d) failure by the Company to secure in accordance with writing the applicable Benefit Plans in effect on the Measurement Date or, if more favorable agreement of any successor entity to the Company to assume the Agreement, including a successor to all or substantially all of the assets of the Company. In each such event listed above, the Executive shall give the Company written notice thereof within ninety (90) days after Executive first learns of the existence of the circumstances giving rise to Good Reason, which notice shall specify in reasonable detail the circumstances constituting Good Reason, and his or her family, in effect generally at any time thereafter there shall be no Good Reason with respect to other peer executives of any such circumstances if cured by the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits within thirty (e.g., health insurance benefits30) from days after such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)notice.
Appears in 3 contracts
Sources: Employment Agreement (Alliqua BioMedical, Inc.), Employment Agreement (Alliqua BioMedical, Inc.), Employment Agreement (Alliqua BioMedical, Inc.)
Termination Without Cause or for Good Reason. If If, during the Employment Period, the Employer shall Terminate Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability Without Cause or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled Terminate Executive’s employment for Good Reason, then in consideration of Executive’s services rendered prior to the following benefits:such Termination;
(i) the Company Employer shall pay to Executive a lump sum in cash on the Executive 30th day after the Date of Termination equal to the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, A. the sum of (A1) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed Base Salary through the Date of Termination by 12, and multiplying this fraction by to the highest annual bonus payment amount paid to Executive in the preceding three years)extent not theretofore paid, and (C2) any accrued vacation and sick leave pay, in each case to the extent not previously theretofore paid (the sum of the amounts described in clauses (A), (B), 1) and (C2) shall be hereinafter referred to as the “Accrued Obligations”); and
B. the amount equal to the product of (21) the number of days that would have remained in a lump sum, in cash, within 30 days the Employment Period from and after the Date of TerminationTermination had the Termination not occurred (the “Remaining Employment Period”), and (2) Executive’s Base Salary divided by 365; and
C. the product of (1) Executive’s aggregate cash bonus for the last completed fiscal year, whether paid to Executive under Section 6 above or otherwise paid to Executive, and (2) a fraction, the sum numerator of (A) three times which is the Executive’s highest annual base salary at number of days in the Company during current fiscal year through the three-year period prior to Date of Termination and the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;denominator of which is 365.
(ii) for 36 months after the Date of TerminationRemaining Employment Period, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company Employer shall continue to provide benefits to the Executive and the and/or Executive’s family at least equal to those which would have been provided to them in accordance with the Welfare Benefit Plans if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed employed with another employer and is eligible to receive a particular type substantially the same benefits under the other employer’s plans as Executive would receive under the Welfare Benefit Plans under this item (ii), the benefits provided under this Item (ii) shall be secondary to those provided under such other employer’s plans during such applicable period of benefits eligibility. For purposes of determining eligibility and years-of-service credit (e.g., health insurance but not the time of commencement of benefits) from of Executive for retiree benefits pursuant to such employer on terms at least as favorable Welfare Benefit Plans, to the Executive and his or her family as those being provided extent permitted by the Companyterms of the Welfare Benefit Plans, then Executive shall be considered to have remained employed throughout the Company shall no longer be required Remaining Employment Period and to provide those particular benefits to have retired on the Executive and his or her familylast day of such period; and
(iii) to the extent not previously theretofore paid or provided, the Company Employer shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided herein or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Welfare Benefit Plan.
Appears in 3 contracts
Sources: Employment Agreement (Newbridge Bancorp), Employment Agreement (Newbridge Bancorp), Employment Agreement (Newbridge Bancorp)
Termination Without Cause or for Good Reason. If If, during the Employment Period, the Employer shall Terminate Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability Without Cause or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled Terminate Executive’s employment for Good Reason, then in consideration of Executive’s services rendered prior to the following benefits:such Termination;
(i) the Company Employer shall pay to the Executive the following amountsExecutive:
(1) in A. a lump sum, sum in cash, within 30 days cash on the 30th day after the Date of Termination, the sum of Termination equal to (A1) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed Base Salary through the Date of Termination by 12, and multiplying this fraction by to the highest annual bonus payment amount paid to Executive in the preceding three years)extent not theretofore paid, and (C2) any accrued vacation pay, in each case to the extent not previously theretofore paid (the sum of the amounts described in clauses (A), (B), 1) and (C2) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in B. a lump sum, sum in cash, within 30 days cash on the 30th day after the Date of TerminationTermination equal to the product of (1) Executive’s aggregate cash bonus for the last completed fiscal year, whether paid to Executive under Section 6 above or otherwise paid to Executive, and (2) a fraction, the sum numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365; and
C. in six (A6) three as nearly as equal as possible semi-annual installments, beginning on the 30th day after the Date of Termination an amount equal to 2.99 times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control DateBase Salary;
(ii) for 36 a period of 24 months after the Date of Termination, or such longer period as may be provided by Termination the terms of the appropriate plan, program, practice or policy, each month the Company Employer shall continue to provide benefits to the Executive and the and/or Executive’s family at least equal to those which would have been provided to them in accordance with the Insurance Benefit Plans if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesTerminated; provided, however, that if the Executive becomes reemployed employed with another employer and is eligible to receive a particular type of substantially the same benefits under the other employer’s plans as Executive would receive under the Insurance Benefit Plans under this item (e.g.ii), health insurance benefitsthe benefits provided under this item (ii) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; andterminated;
(iii) to the extent not previously theretofore paid or provided, the Company Employer shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided herein or which the Executive is eligible to receive under any Welfare Benefit Plan; and
(iv) provided, however, that if during the Restricted Period Executive violates Section 12, no payments otherwise due following the Executive’s termination date of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits violation shall be hereinafter referred to as the “Other Benefits”due or paid under item (i)(C).
Appears in 3 contracts
Sources: Employment Agreement, Employment Agreement (Entegra Financial Corp.), Employment Agreement (Entegra Financial Corp.)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Appears in 3 contracts
Sources: Executive Retention Agreement (Myriad Genetics Inc), Executive Retention Agreement (Myriad Genetics Inc), Executive Retention Agreement (Myriad Genetics Inc)
Termination Without Cause or for Good Reason. If If, during the Employment Period, the Employer shall Terminate Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability Without Cause or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled Terminate Executive’s employment for Good Reason, then in consideration of Executive’s services rendered prior to the following benefits:such Termination;
(i) the Company Employer shall pay to Executive a lump sum in cash on the Executive 30th day after the Date of Termination equal to the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, A. the sum of (A1) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed Base Salary through the Date of Termination by 12, and multiplying this fraction by to the highest annual bonus payment amount paid to Executive in the preceding three years)extent not theretofore paid, and (C2) any accrued vacation vacation, sick and other leave pay, in each case to the extent not previously theretofore paid (the sum of the amounts described in clauses (A), (B), 1) and (C2) shall be hereinafter referred to as the “Accrued Obligations”); and
B. the amount equal to the product of (21) the number of days that would have remained in a lump sum, in cash, within 30 days the Employment Period from and after the Date of TerminationTermination had the Termination not occurred (the “Remaining Employment Period”), and (2) Executive’s Base Salary divided by 365; and
C. the product of (1) Executive’s aggregate cash bonus for the last completed fiscal year, whether paid to Executive under Section 6 above or otherwise paid to Executive, and (2) a fraction, the sum numerator of (A) three times which is the Executive’s highest annual base salary at number of days in the Company during current fiscal year through the three-year period prior to Date of Termination and the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;denominator of which is 365.
(ii) for 36 months after the Date of TerminationRemaining Employment Period, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company Employer shall continue to provide benefits to the Executive and the and/or Executive’s family at least equal to those which would have been provided to them in accordance with the Welfare Benefit Plans if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed employed with another employer and is eligible to receive a particular type substantially the same benefits under the other employer’s plans as Executive would receive under the Welfare Benefit Plans under this item (ii), the benefits provided under this Item (ii) shall be secondary to those provided under such other employer’s plans during such applicable period of benefits eligibility. For purposes of determining eligibility and years-of-service credit (e.g., health insurance but not the time of commencement of benefits) from of Executive for retiree benefits pursuant to such employer on terms at least as favorable Welfare Benefit Plans, to the Executive and his or her family as those being provided extent permitted by the Companyterms of the Welfare Benefit Plans, then Executive shall be considered to have remained employed throughout the Company shall no longer be required Remaining Employment Period and to provide those particular benefits to have retired on the Executive and his or her familylast day of such period; and
(iii) to the extent not previously theretofore paid or provided, the Company Employer shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided herein or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Welfare Benefit Plan.
Appears in 3 contracts
Sources: Employment Agreement (Newbridge Bancorp), Employment Agreement (Newbridge Bancorp), Employment Agreement (Newbridge Bancorp)
Termination Without Cause or for Good Reason. If The Employment Term and the Executive’s 's employment with the Company is hereunder may be terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following or by the Change in Control DateCompany without Cause. In the event of such termination, then the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive's compliance with Section 6, Section 7, Section 8, and Section 9 of this Agreement and his execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the "Release") and such Release becoming effective within 30 days following benefitsthe Termination Date (such 30 day period, the "Release Execution Period")], the Executive shall be entitled to receive the following:
(a) equal installment payments payable in accordance with the Company's normal payroll practices, but no less frequently than monthly, which are in the aggregate equal to two (2) times the sum of the Executive's Base Salary, for a period of three months, which shall begin within 2 days following the Termination Date; provided that, the first installment payment shall include all amounts that would otherwise have been paid to the Executive during the period beginning on the Termination Date and ending on the first payment date if no delay had been imposed;
(b) a payment equal to the product of (i) the Annual Bonus, if any, that the Executive would have earned for the fiscal year in which the Termination Date (as determined in accordance with Section 5.6) occurs based on achievement of the applicable performance goals for such year and (ii) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year (the "Pro-Rata Bonus"). This amount shall be paid on the date that annual bonuses are paid to similarly situated executives, but in no event later than two-and-a-half (2 1/2) months following the end of the fiscal year in which the Termination Date occurs;
(c) The treatment of any outstanding equity awards, that have not already vested, shall be determined in accordance with the terms of the Nodechain Employee Equity Awards and the applicable award agreements.
(d) Notwithstanding the terms of the Nodechain Employee Equity Award plan or any applicable award agreements:
(i) the Company shall pay all outstanding unvested stock options/stock appreciation rights granted to the Executive the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to Employment Term shall become fully vested and exercisable for the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Dateremainder of their full term;
(ii) for 36 months after the Date of Termination, or such longer period all outstanding equity-based compensation awards that are not intended to qualify as may be provided by the terms performance-based compensation under Section 162(m)(4)(C) of the appropriate planInternal Revenue Code of 1986, programas amended (the "Code"), practice or policy, each month the Company shall continue to provide benefits to the Executive become fully vested and the Executive’s family at least equal to those which would have been restrictions thereon shall lapse; provided to them if that, any delays in the Executive’s employment had not been terminated, settlement or payment of such awards that are set forth in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive award agreement and his or her family, in effect generally at any time thereafter with respect to other peer executives that are required under Section 409A of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits Code (e.g., health insurance benefits"Section 409A") from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).remain in effect;
Appears in 3 contracts
Sources: Employment Agreement (Nodechain, Inc.), Employment Agreement (Nodechain, Inc.), Employment Agreement (Nodechain, Inc.)
Termination Without Cause or for Good Reason. If the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control DateReason, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive the following amounts:
(1) in a lump sum, sum in cash, cash within 30 days after the Termination Date (as defined in Section 5) the aggregate of Termination, the following amounts: the sum of (A) the Executive’s 's base salary through the Termination Date of Termination(to the extent not previously paid), (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a pro rata current year bonus amount (calculated by dividing fraction, the numerator of which is the number of full and partial months of days in the current fiscal year in which the Executive is employed through the Date of Termination by 12Date, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years)denominator of which is 365, and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), ) and (C) shall be hereinafter referred to as the “"Accrued Obligations”"); and
and the amount equal to (2A) in a lump sum, in cash, within 30 days after the Date of Termination, three multiplied by (B) the sum of (Ax) three times the Executive’s highest 's annual base salary at in effect on the Company during the three-year period prior to the Change in Control Termination Date and (By) the average bonus paid for the three times calendar years immediately preceding the Executive’s highest annual bonus amount at calendar year during which the Company during the three-year period prior to the Change in Control DateTermination Date occurs;
(ii) for 36 12 months after the Date of TerminationTermination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s 's family at least equal to those which would have been provided to them if the Executive’s 's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Termination Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that the Company shall not be obligated to continue any benefits which cannot be continued for terminated employees of the Company; and provided, further, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of substantially equivalent benefits (e.g.under another employer-provided plan, health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Companyfamily, then the Company shall no longer be required to provide those particular the benefits to the Executive and his or her family; anddescribed in this clause (ii);
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s 's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”");
(iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Termination Date; and
(v) notwithstanding any provisions of any Company Stock Incentive or Option Plan or individual Stock Option Agreement to the contrary, effective upon the Termination Date, each outstanding option to purchase shares of Common Stock of the Company then held by the Executive shall become (to the extent it is not already) immediately exercisable in full.
Appears in 3 contracts
Sources: Executive Employment Agreement (Arch Wireless Inc), Executive Employment Agreement (Arch Wireless Inc), Executive Employment Agreement (Arch Wireless Inc)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is shall be terminated by the Company (other than for Cause, Disability or Death) without Cause or by the Executive for Good Reason within 24 months following (including by reason of the Change in Control Date, then Executive’s death or Disability but not by reason of the Executive’s termination by the Company for Cause or termination by the Executive shall be entitled without Good Reason), then, in addition to the following benefitspayments and benefits described in Section 5(a) (including benefits under stock option agreements), the Company shall:
(i) the Company shall Continue to pay to the Executive (or the Executive’s estate), in accordance with the Company’s regular payroll practice following amounts:the Date of Termination, the Executive’s Annual Base Salary, and continue the Executive’s and/or the Executive’s wife’s participation in the Company’s health and life insurance plans through twenty seven months from the Date of Termination; provided that each payment is intended to constitute a separate payment within the meaning of Code Section 409A and the regulations thereunder; provided, further that in the event that Executive is determined by the Company to be a “specified employee” (as defined in Code Section 409A(2)(B) and determined in accordance with Code 416(i) (without regard to paragraph (5) thereof)) of the Company at a time when its stock is deemed to be publicly traded on an established securities market, any payments determined to be “nonqualified deferred compensation” payable following termination of employment shall be made no earlier than the earlier of (i) the last day of the sixth (6th) complete calendar month following such termination of employment, or (ii) Executive’s death, consistent with the provisions of Code Section 409A. Any payment delayed by reason of the prior sentence shall be paid out in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. Notwithstanding the foregoing provisions of this Paragraph 5(b)(i) or anything in this Agreement to the contrary, the health and life insurance benefits that are not non-taxable medical benefits, “disability pay” or “death benefit” plans within the meaning of Treasury Regulation Section 1.409A-1(a)(5) shall be provided and administered in a manner that complies with Treasury Regulation Section 1.409A-3(i)(1)(iv), which requires that (i) the amount of such benefits provided during one taxable year shall not affect the amount of such benefits provided in any other taxable year, except that to the extent such benefits consist of the reimbursement of expenses referred to in Section 105(b) of the Code, a maximum, if provided under the terms of the plan providing such health and life insurance benefits, may be imposed on the amount of such reimbursements over some or all of the period in which such benefit is to be provided to the Executive and/or the Executive’s wife, as described in Treasury Regulation Section 1.409A-3(i)(iv)(B), (ii) to the extent that any such benefits consist of reimbursement of eligible expenses, such reimbursement must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred and (iii) no such benefit may be liquidated or exchanged for another benefit;
(1ii) If the Executive otherwise would have been entitled to receive a payment pursuant to the Company’s bonus plan had he been employed on the last day of the Company’s fiscal year, then pay to the Executive (or the Executive’s estate) on April 30 of the year following the year in which the Executive’s termination occurs, (and in the event that the Company has not received its audited financial statements for the prior year by April 30 of such year, such bonus shall be paid as soon as practicable thereafter, consistent with the provisions of Code Section 409A, but in no event later than the last day of such following year), the amount of such payment, multiplied by a lump sum, fraction the numerator of which is the number of days during such fiscal year that the Executive was employed and the denominator of which is 365; and
(iii) Continue paid coverage for the Executive and/or the Executive’s wife and any eligible dependents under all Company group health benefit plans in cash, within 30 days which the Executive and any dependents were entitled to participate immediately prior to the Date of Termination through the twenty-seventh month after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum permitted thereunder. As of the amounts described in clauses (Adate that the Executive ceases to receive coverage under any group health plan pursuant to this Section 5(b)(iii), (B)the Executive shall be eligible to elect to receive “COBRA” continuation coverage to the extent permitted by Section 601 et seq. of the Employee Retirement Income Security Act of 1974, as amended, and (C) shall be hereinafter referred if such coverage ceases prior to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after twelve months from the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from pay for such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (COBRA coverage through such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)twelve month period.
Appears in 3 contracts
Sources: Employment Agreement (STR Holdings LLC), Employment Agreement (STR Holdings (New) LLC), Employment Agreement (STR Holdings, Inc.)
Termination Without Cause or for Good Reason. 4.2.1. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability ceases due to a termination by the Company without Cause or Death) or a resignation by the Executive for Good Reason within 24 months following the Change Reason, then, in Control Date, then the Executive shall be entitled addition to the following benefits:
payments and benefits provided for in Section 4.1 above and subject to Section 8 below: (ia) the Company shall will pay to the Executive a cash amount equal to pro-rata portion of the following amounts:
target Annual Bonus for the calendar year in which the termination occurs, determined by multiplying the target Annual Bonus by a fraction, the numerator of which is the number of days during the year that transpired before the date of the Executive’s termination of employment and the denominator of which is 365, (1b) in the Company will pay to the Executive on a lump sum, in cash, within 30 days after the Date of Termination, cash amount equal to the sum of (Ai) one year of the Executive’s base salary through Base Salary as in effect on such date, and (ii) the Date of Termination, (B) a pro rata current year bonus target Annual Bonus amount (calculated by dividing applicable for the number of full and partial months of the current fiscal calendar year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A)termination occurs, (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iiic) to the extent not previously paid or providedpaid, the Company shall timely will pay or provide to the Executive any other amounts or benefits required Annual Bonus payable with respect to be paid or provided or which a calendar year that ended prior to such termination, (d) all outstanding stock options then held by the Executive is eligible (including the Stock Option) will immediately become vested and exercisable with respect to receive that number of additional shares of the Company’s common stock with respect to which such stock options would have become vested and exercisable had the Executive remained continuously employed by the Company for an additional 12 months following his cessation of employment and will remain exercisable for the shorter of (i) the 12-month period immediately following the Executive’s termination cessation of employment, or (ii) the period remaining until the scheduled expiration of the option (determined without regard to the executive’s cessation of employment), and (d) the Company will pay to the Executive the additional amount, if any, payable pursuant to Section 7 below; provided that if the Company’s obligation to make the payments provided for in this Section 4.2.1 arises due to a cessation of the Executive’s employment under any plandue to his death or Disability (as defined below), programthe cash payments described in clauses (a), policy(b) and (c) of this Section 4.2.1 will be offset by the amount of benefits paid to the Executive (or his representative(s), practiceheirs, contract estate or agreement beneficiaries) pursuant to the life insurance or long-term disability plans, policies or arrangements of the Company and its affiliated companies by virtue of his death or that Disability (including, for this purpose, only that portion of such other amounts and life insurance or disability benefits shall be hereinafter referred to as funded by the “Other Benefits”Company or by premium payments made by the Company).
4.2.2. For purposes of this Agreement, the Executive’s employment will be deemed to have been terminated without “Cause” if his employment is terminated as a result of his death or Disability or is terminated by the Company other than as a result of fraud, embezzlement, or any other illegal act committed intentionally by the Executive in connection with his employment or the performance of his duties as an officer or director of the Company. For purposes of this Agreement, “Disability” means the Executive’s inability, by reason of any physical or mental impairment, to substantially perform his regular duties as contemplated by this Agreement, as determined by the Board in its sole discretion (after affording the Executive the opportunity to present his case), which inability is reasonably contemplated to continue for at least one year from its commencement and at least 90 days from the date of such determination.
Appears in 3 contracts
Sources: Assignment of Non Compete (Neose Technologies Inc), Assignment of Non Compete (Neose Technologies Inc), Employment Agreement (Neose Technologies Inc)
Termination Without Cause or for Good Reason. If the ExecutiveEmployee’s employment with by the Company Employer is terminated (x) by the Company (Employer other than for Cause, Disability Cause or Death(y) or by the Executive Employee for Good Reason within 24 months following Reason, the Change in Control DateEmployer shall pay or provide the Employee with the following, then the Executive shall be entitled subject to the following benefitsprovisions of Section 25 hereof:
(i) the Company shall pay to the Executive the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control DateBenefits;
(ii) for 36 months after if the Termination Date of Terminationoccurs following 2019, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits a Pro Rata Bonus;
(iii) subject to the Executive Employee’s continued compliance with the obligations in Sections 9, 10 and the Executive’s family at least 11 hereof, a sum equal to those which would have been provided to them if (x) the ExecutiveEmployee’s employment had not been terminated, in accordance with monthly Base Salary rate at the applicable Benefit Plans highest rate in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect during the twelve (12) month period prior to other peer executives the Termination Date plus (y) 1/12 of the Target Bonus (provided that upon any termination in 2019, the Target Bonus for 2019 under Section 4, without giving any effect to any bonuses payable under the 2019 ▇▇▇▇, shall be used for purposes of this calculation), paid monthly for a period of twelve (12) months following such termination; provided, that if such termination occurs within twenty-four (24) months following a Change of Control (as defined in the Company’s Legacy Reserves Inc. 2019 Management Incentive Plan), such 12-month period shall be increased to 18 and the aggregate applicable amount shall be paid in a lump sum within sixty (60) days of the applicable Termination Date; provided, further, that to the extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Code Section 409A (as defined in Section 25 hereof), any such payment scheduled to occur during the first sixty (60) days following the termination of employment shall not be paid until the first regularly scheduled pay period following the sixtieth (60th) day following such Termination Date and shall include payment of any amount that was otherwise scheduled to be paid prior thereto; and
(iv) to the extent that the Employee elects COBRA continuation coverage, the Company and its affiliated companieswill pay the full cost of the Employee’s COBRA continuation coverage for the maximum period as COBRA continuation coverage is required to be provided under applicable law; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefitsdescribed in this Section 8(d)(iv) from such employer on terms at least as favorable may be discontinued prior to the Executive and his or her family as those being end of the period provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iiiin this Section 8(d)(iv) to the extent not previously paid extent, but only to the extent, that the Employee receives substantially similar benefits from a subsequent employer or provided, to avoid the imposition of any excise taxes on the Employer or the Company shall timely pay or provide for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the Executive extent applicable). Payments and benefits provided in this Section 8(d) shall be in lieu of any other amounts termination or severance payments or benefits required to be paid or provided or for which the Executive is Employee may be eligible to receive following the Executive’s termination of employment under any planof the plans, program, policy, practice, contract policies or agreement programs of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as or under the “Other Benefits”)Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.
Appears in 3 contracts
Sources: Employment Agreement (Legacy Reserves Inc.), Employment Agreement (Legacy Reserves Inc.), Employment Agreement (Legacy Reserves Inc.)
Termination Without Cause or for Good Reason. If If, during the Employment Period, the Company terminates Executive’s employment with without Cause or Executive resigns his employment for Good Reason (it being understood that in no event shall a termination of Executive’s employment upon or following the Company is terminated expiration of the Employment Period constitute a termination of Executive’s employment by the Company (other than for Cause, Disability or Death) without Cause or by the Executive for Good Reason Reason), then, in either case, upon Executive’s “separation from service” from the Company (within 24 months following the Change meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)) (a “Separation from Service” and the date of any such Separation from Service, the “Date of Termination”), subject to and conditioned upon Executive’s timely execution and non-revocation of a general release of claims substantially in Control Datethe form attached hereto as Exhibit A (the “Release”) and Executive’s continued compliance with the Restrictive Covenants Agreements (as defined below), then the Executive Company shall be entitled pay or provide to Executive, in addition to the Accrued Obligations, the following benefits:(the “Severance”):
(i) the Company shall pay a cash amount equal to the Executive sum of (x) twelve (12) months (or in the following amounts:
case of a Change in Control Termination (as defined below), eighteen (18) months) of Executive’s Base Salary and (y) one (1) times (or in the case of a lump sumChange in Control Termination, one and one-half (1.5) times) Executive’s Target Bonus, in casheach case, within 30 days after based on Executive’s Base Salary and Target Bonus in effect as of the Date of Termination, payable in substantially equal installments in accordance with the sum Company’s customary payroll practices during the twelve (12)-month (or in the case of a Change in Control Termination, eighteen (A18)-month) the Executive’s base salary through period following the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) any unpaid Annual Bonus (if any) for 36 months after the Date fiscal year immediately preceding the year during which such termination occurs to the extent that the attainment of TerminationCompany, or such longer period as may be provided divisional, individual and/or other performance objectives have been achieved by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the and/or Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his bonus plan or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided program maintained by the Company, then (the Company shall no longer be required to provide those particular benefits “Prior Year Bonus”), payable in one lump sum as promptly as practical after the Release becomes effective and irrevocable (subject to the Executive and his or her familyhanging paragraph below), but in no event later than sixty (60) days following the Date of Termination; and
(iii) subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the extent not previously paid Code, during the period commencing on the Date of Termination and ending on the twelve (12)-month (or providedin the case of a Change in Control Termination, eighteen (18)-month) anniversary of the Date of Termination or, if earlier, the date on which Executive becomes eligible for coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), the Company shall timely pay or provide to Executive an amount equal to the Executive any other amounts cost of coverage under the Company’s group health plan (if any) at the same levels and costs in effect on the Date of Termination (the “COBRA Payment”) for Executive’s use toward securing continued health insurance (whether through COBRA or benefits required to otherwise). The COBRA Payment shall be paid or provided or which to Executive in substantially equal monthly installments over the Executive is eligible to receive following COBRA Period and the Executive’s termination of employment COBRA Payment shall continue during the COBRA Period if the continuation healthcare coverage under any plan, program, policy, practice, contract or agreement Section 4980B of the Company and Code expires under its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)terms.
Appears in 3 contracts
Sources: Employment Agreement (Lineage, Inc.), Employment Agreement (Lineage, Inc.), Employment Agreement (Lineage, Inc.)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Deathdeath) or by the Executive for Good Reason within 24 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive the aggregate of the following amounts:
(1) amounts in a lump sum, sum in cash, cash within the later of (x) 30 days after the Date of Termination, Termination and (y) 30 days after the delivery of the executed release:
(1) the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro the pro-rata current year portion of the bonus amount (calculated by dividing earned for the bonus period in which the termination occurs, determined based on the number of full and partial months of days during the current fiscal year applicable bonus period in which the Executive is was employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times amount equal to one multiplied by the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the threefive-year period prior to the Change in Control Date;.
(ii) for 36 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide medical and dental benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans benefit plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesDate; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her [his/her] family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her [his/her] family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination Date of employment Termination under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Appears in 3 contracts
Sources: Executive Retention Agreement (Network Engines Inc), Executive Retention Agreement (Network Engines Inc), Executive Retention Agreement (Network Engines Inc)
Termination Without Cause or for Good Reason. If the ExecutiveEmployee’s employment with by the Company is terminated on or after the Effective Date (x) by the Company without Cause (other than for Causedeath or Disability), Disability or Death(y) or by the Executive Employee for Good Reason within 24 months following Reason, the Change in Control DateCompany shall pay or provide the Employee with the CIC Accrued Benefits and, then the Executive shall be entitled subject to the following benefitsEmployee’s compliance with the obligations in Sections 10, 11 and 12 hereof, the following, subject to the provisions of Section 24 hereof:
(i) a lump sum payment equal to (x) three times the Company shall pay to Employee’s Initial Base Salary or Continuing Base Salary Rate, as the Executive case may be, plus (y) three times the Employee’s average Annual Bonus paid over the prior three years (or over such lesser period in which the Annual Bonus was paid), paid on the 60th day following amounts:the termination of employment; and
(1ii) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of subject to (A) the ExecutiveEmployee’s base salary through timely election of continuation coverage under the Date Consolidated Omnibus Budget Reconciliation Act of Termination1985, as amended (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years“COBRA”), and (CB) any accrued vacation paythe Employee’s continued co-payment of premiums at the same level and cost to the Employee as if the Employee were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) (the “active employee rate”), continued participation in each case the Company’s group health plan and life insurance plan (to the extent not previously paid (permitted under applicable law and the sum terms of the amounts described in clauses (Asuch plan), which covers the Employee for a period of up to 12 months at the Company’s expense (other than as set forth in sub-section (B)), provided, that the Employee is eligible and (Cremains eligible for COBRA coverage; and provided, further, that in the event that the Employee obtains other employment that offers group health benefits, Company’s contribution to the coverage under this Section 9(d)(ii) shall immediately cease and thereafter shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sumsole responsibility of the Employee. Notwithstanding the foregoing, in cash, within 30 days after if the Date of Termination, benefits under the sum of (A) three times the ExecutiveCompany’s highest annual base salary at the Company during the three-year period prior group health plan will be taxable to the Change Employee, then in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms lieu of the appropriate planCompany’s payments for such continued participation, program, practice or policy, each month the Company shall continue to provide benefits reimburse the Employee, subject to the Executive and terms herein, for his premiums for continued coverage under such plan in the Executiveamount that the cost of such coverage exceeds the active employee rate (as determined based on the Employee’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans premium rate in effect on the Measurement Date or, if more favorable to date of termination). Payments and benefits provided in this Section 9(d)(ii) shall be in lieu of any termination or severance payments or benefits for which the Executive and his or her family, in effect generally at Employee may be eligible under any time thereafter with respect to other peer executives of the Company and its affiliated companies; providedplans, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type policies or programs of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Appears in 3 contracts
Sources: Employment Agreement (Reunion Hospitality Trust, Inc.), Employment Agreement (Reunion Hospitality Trust, Inc.), Employment Agreement (Reunion Hospitality Trust, Inc.)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (including termination due to Executive’s death) other than pursuant to Sections 3.1 or 3.2 or if Executive shall terminate his employment for CauseGood Reason, Disability or Deaththen, subject to Sections 4.1(c) or by and 4.2, and provided that the Executive for Good Reason within 24 months following signs a general release in a form provided by Callon that releases Callon from any and all claims that the Change in Control DateExecutive may have, then and the Executive affirmatively agrees not to violate the provisions of Article 6, the Executive shall be entitled entitled, if such termination occurred within two (2) years following the effective date of a Change of Control (or in the case of termination due to Executive’s death, if such termination occurred within six (6) months following the effective date of a Change of Control), to the following benefits:
(ia) the Company Callon shall pay to the Executive the following amounts:
(1) in a lump sum, in cash, within 30 days on the date which is six (6) months following his Date of Termination, an amount equal to two (2) times the sum of: (i) the Executive’s annual base salary as in effect immediately prior to the Change of Control or, if higher, in effect immediately prior to the Date of Termination and (ii) the greater of: (A) the average bonus (under all Callon bonus plans for which the Executive is eligible) earned with respect to the three most recently completed full fiscal years or (B) the target bonus (under all Callon bonus plans for which the Executive is eligible) for the fiscal year in which the Change of Control occurs, based on a forecast that has been approved by the Board of the results for the fiscal year in which the Change of Control occurs.
(b) Callon shall, at its expense, maintain in full force and effect for Executive’s continued benefit until twenty-four (24) months after the Date of Termination all life, disability, medical, dental, accident and health insurance coverage to which Executive was entitled immediately prior to the Notice of Termination. In the event that (i) Executive’s participation in any such coverage is barred under the general terms and provisions of the plans and programs under which such coverage is provided, or (ii) any such coverage is discontinued or the benefits thereunder materially reduced, Callon shall provide or arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under such coverage immediately prior to the Notice of Termination. At the end of the period of coverage herein above provided for, Executive shall have the option to have assigned to Executive at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by Callon and relating specifically to Executive and Executive shall be entitled to all health and similar benefits that are or would have been made available to Executive under law. The continued coverage under this Section 4.1(b) shall be provided in a manner that is intended to satisfy an exception to Section 409A of the Code, and therefore not treated as an arrangement providing for nonqualified deferred compensation that is subject to taxation under Section 409A, including (i) providing such benefits on a nontaxable basis to Executive, (ii) providing for the reimbursement of medical expenses incurred during the time period during which Executive would be entitled to continuation coverage under a group health plan of the Company pursuant to Section 4980B of the Code (i.e., COBRA continuation coverage), (iii) providing that such benefits constitute the reimbursement or provision of in-kind benefits payable at a specified time or pursuant to a fixed schedule as permitted under Section 409A and the authoritative guidance thereunder, or (4) such other manner as determined by the Company in compliance with an exception from being treated as nonqualified deferred compensation subject to Section 409A.
(c) ▇▇▇▇▇▇’▇ obligation to pay severance amounts due to the Executive pursuant to this Section 4.1, to the extent not already paid, shall cease immediately and such payments will be forfeited if the Executive violates any condition described in Sections 6.1, 6.2 or 6.3 after the Date of Termination. To the extent already paid, should the Executive violate any condition described in Sections 6.1, 6.2 or 6.3 after the Date of Termination, the sum of severance amounts provided hereunder shall be repaid in their entirety by the Executive to Callon with interest at the “applicable federal rate” (Aas defined in Section 1274(d) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three yearsCode), and (C) any accrued vacation pay, in each case all rights to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) such payments shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)forfeited.
Appears in 2 contracts
Sources: Severance Compensation Agreement (Callon Petroleum Co), Severance Compensation Agreement (Callon Petroleum Co)
Termination Without Cause or for Good Reason. If If, during the Employment Period, the Employer shall Terminate Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability Without Cause or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled Terminate Executive’s employment for Good Reason, then in consideration of Executive’s services rendered prior to the following benefits:such Termination;
(i) the Company Employer shall pay to Executive a lump sum in cash on the Executive 30th day after the Date of Termination equal to the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, A. the sum of (A1) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed Base Salary through the Date of Termination by 12, and multiplying this fraction by to the highest annual bonus payment amount paid to Executive in the preceding three years)extent not theretofore paid, and (C2) any accrued vacation vacation, sick and other leave pay, in each case to the extent not previously theretofore paid (the sum of the amounts described in clauses (A), (B), 1) and (C2) shall be hereinafter referred to as the “Accrued Obligations”); and
B. the amount equal to the product of (21) the number of days that would have remained in a lump sum, in cash, within 30 days the Employment Period from and after the Date of TerminationTermination had the Termination not occurred (the “Remaining Employment Period”), and (2) Executive’s Base Salary divided by 365; and
C. the product of (1) Executive’s aggregate cash bonus for the last completed fiscal year, whether paid to Executive under Section 6 above or otherwise paid to Executive, and (2) a fraction, the sum numerator of (A) three times which is the Executive’s highest annual base salary at number of days in the Company during current fiscal year through the three-year period prior to Date of Termination and the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;denominator of which is 365; and
(ii) for 36 months after the Date of TerminationRemaining Employment Period, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company Employer shall continue to provide benefits to the Executive and the and/or Executive’s family at least equal to those which would have been provided to them in accordance with the Welfare Benefit Plans if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesTerminated; provided, however, that if the Executive becomes reemployed employed with another employer and is eligible to receive a particular type substantially the same benefits under the welfare benefit plans of the successor employer as Executive would receive under the Welfare Benefit Plans under this item (ii), the benefits provided under this item (e.g., health insurance ii) shall be secondary to those provided under such successor employer’s plans during such applicable period of eligibility. For purposes of determining eligibility and years-of-service credit (but not the time of commencement of benefits) from of Executive for retiree benefits pursuant to such employer on terms at least as favorable Welfare Benefit Plans, to the Executive and his or her family as those being provided extent permitted by the Companyterms of the Welfare Benefit Plans, then Executive shall be considered to have remained employed throughout the Company shall no longer be required Remaining Employment Period and to provide those particular benefits to have retired on the Executive and his or her familylast day of such period; and
(iii) to the extent not previously theretofore paid or provided, the Company Employer shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided herein or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Welfare Benefit Plan.
Appears in 2 contracts
Sources: Employment and Change of Control Agreement (Newbridge Bancorp), Employment Agreement (Newbridge Bancorp)
Termination Without Cause or for Good Reason. If the Executive’s your employment with the Company is terminated by the Company (other than for Cause, Disability or Deathyour death) or by the Executive you for Good Reason within 24 months following the a Change in Control DateControl, then the Executive you shall be entitled to the following benefits:
(i) the Company shall pay to you in a lump sum in cash within 30 days after the Executive Date of Termination the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s your annual base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a pro rata current year bonus amount (calculated by dividing fraction, the number of full and partial months which is the number of days in the current fiscal year in which the Executive is employed through the Date of Termination by 12Termination, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), denominator of which is 365 and (C) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously theretofore paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “"Accrued Obligations”"); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, amount equal to the sum of (A) three times the Executive’s your highest annual base salary at the Company during the threefive-year period prior to the Change in Control Date and (B) three times the Executive’s your highest annual bonus amount at the Company during the threefive-year period prior to the Change in Control Date;Control.
(ii) for 36 12 months after the your Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive you and the Executive’s your family at least equal to those which would have been provided to you and them in accordance with the applicable plans, programs, practices and policies in effect on the Date of Termination (excluding any savings and/or retirement plans) if the Executive’s your employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes you become reemployed with another employer and is are eligible to receive a particular type of medical or other welfare benefits (e.g.under another employer-provided plan, health insurance benefits) from such employer on terms at least as favorable the medical and other welfare benefits described herein shall not be provided to the Executive and his or her family as those being extent the same are provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her familyunder such other plan during such applicable period of eligibility; and
(iii) to the extent not previously theretofore paid or provided, the Company shall timely pay or provide to the Executive you any other amounts or benefits required to be paid or provided or which the Executive is you are eligible to receive following the Executive’s your termination of employment under any plan, program, policy, practice, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”").
Appears in 2 contracts
Sources: Senior Management Retention Agreement (Spyglass Inc), Senior Management Retention Agreement (Spyglass Inc)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company this Agreement is terminated by the Company (other than for Cause, Disability or Death) without Cause or by the Executive for Good Reason within 24 months following the Change in Control DateReason, then the Company will pay the Executive shall be entitled to the following benefits:
(i) all accrued, but unpaid, wages through the termination date, based on the Executive’s then current Base Salary; (ii) all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five (5) business days of the Executive’s termination date; (iv) all earned and accrued, but unpaid Bonuses; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company shall pay made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the following amounts:
month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.4 shall be made by the Company within thirty (130) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a lump sum, in cash, within 30 days after the Date of Termination, separation payment equal to two times (2x) the sum of (A) the Executive’s base salary through the Date of Terminationthen current Base Salary, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest average Bonus for the two (2) annual bonus amount at Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company during the three-year period prior to the Change in Control Date;
without Cause or by Executive for Good Reason before Executive completes two (ii2) for 36 months after the Date of Terminationannual Bonus periods, or such longer period as may then part (B) will be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the two times (2x) Executive’s family at least equal to those which would have been provided to them if Bonus for the Executive’s employment had not been terminatedmost recently completed Bonus Period, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives Bonus will be two times (2x) the annualized amount. Payment of the Company and its affiliated companies; provided, however, that if separation payment shall begin on the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits first regular payroll payment date occurring after the sixtieth (e.g., health insurance benefits60th) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of employment under any planthirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Except as set forth in this Section 7.4, program, policy, practice, contract or agreement of the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and its affiliated companies (such all other amounts and benefits shall be hereinafter referred post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as the “Other Benefits”)provided herein.
Appears in 2 contracts
Sources: Employment Agreement (Trade Street Residential, Inc.), Employment Agreement (Trade Street Residential, Inc.)
Termination Without Cause or for Good Reason. If In Connection with a Change of Control. If, during the Term of Employment, the Executive’s employment with the Company is terminated by the Company without Cause (other than for Cause, Disability and not due to death or DeathDisability) or by the Executive for Good Reason Reason, in either case, (A) upon or within 24 months following the a Change in of Control Dateor (B) within 60 days prior to such Change of Control, then the Executive shall be entitled to receive the following benefits:
Accrued Benefits and, subject to Section 4.2.5: (i) the Unpaid Prior Year Bonus, with such amount to be payable in cash and/or fully vested shares of the Company’s common stock (as determined by the Company shall pay in its sole discretion) at the same time as if no such termination had occurred; (ii) a lump sum payment equal to twelve (12) times the Executive’s monthly Base Salary (at the highest rate in effect during the 12 month period commencing on the date of such Change of Control) and the higher of Executive’s target Annual Bonus opportunity and the Annual Bonus paid to Executive with respect to the fiscal year immediately preceding the fiscal year in which such termination occurred, with such payment to be paid in cash on the first payroll date after the effective date of the release with all revocation periods having expired unexercised (as described in Section 4.2.5) and in all events no later than 70 days after such termination and (iii) a payment equal to 12 times the monthly COBRA premium for Executive and his eligible dependents (at the rate in effect for Executive’s coverage at the time of his termination, regardless of whether Executive elects COBRA coverage), with two-thirds of such payment to be paid in cash on the first payroll date after the effective date of the release with all revocation periods having expired unexercised (as described in Section 4.3.5) and in all events no later than 70 days after such termination, and with the remaining one-third to be paid according to the same schedule as the COBRA Benefit is provided in clause (iii) of Section 4.2.3 (i.e., in installments over 12 months following amounts:
the Termination Date). Notwithstanding the foregoing, in the event that a termination described in clause (1B) of this Section 4.2.4 occurs, then the payments described in clauses (ii) and (iii) of this Section 4.2.4 shall be paid over the same 12-month period and in the same manner as set forth in clauses (iii) and (iv) of Section 4.2.3, respectively, rather than being paid in a lump sum. In addition, in cash, within 30 days after the Date of Termination, the sum of if (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three yearsonly if), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date Term of TerminationEmployment, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had is terminated by the Company without Cause (and not been terminateddue to death or Disability) or by Executive for Good Reason, in accordance with the applicable Benefit Plans in effect on the Measurement Date oreither case, if more favorable upon or within 24 months following a Change of Control, then, to the extent the following will not result in a violation of Section 409A, the Executive and his or her familyshall be entitled to, in effect generally addition to the Accrued Benefits and the payments set forth in the foregoing clauses (i) through (iii), and subject to Section 4.2.5, immediate and full accelerated vesting of all equity awards received by Executive from the Company or any of its direct or indirect parent companies that are outstanding as of the Termination Date without regard for the vesting schedule set forth in any applicable plan or agreement governing such equity awards; provided that, any equity awards that are subject to the satisfaction of performance goals shall be deemed earned at any time thereafter not less than target performance; and provided, further, that, with respect to other peer executives any equity award that is in the form of a stock option or stock appreciation right, the option or stock appreciation right shall remain outstanding and exercisable for 24 months following the Termination Date (but in no event beyond the expiration date of the Company and its affiliated companies; provided, however, that if applicable option or stock appreciation right). All other rights the Executive becomes reemployed with another employer may have to compensation and is eligible to receive a particular type of employee benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company or its Affiliates, other than as set forth in this Section 4.2.4, shall no longer be required to provide those particular benefits to immediately terminate upon the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Termination Date.
Appears in 2 contracts
Sources: Employment Agreement (Adial Pharmaceuticals, Inc.), Employment Agreement (Adial Pharmaceuticals, Inc.)
Termination Without Cause or for Good Reason. If If, during the Employment Period, the Employer shall Terminate Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability Without Cause or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled Terminate Executive’s employment for Good Reason, then in consideration of Executive’s services rendered prior to the following benefits:such Termination;
(i) the Company Employer shall pay to the Executive the following amountsExecutive:
(1) in A. a lump sum, sum in cash, within 30 days cash on the 30th day after the Date of Termination, the sum of Termination equal to (A1) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed Base Salary through the Date of Termination by 12, and multiplying this fraction by to the highest annual bonus payment amount paid to Executive in the preceding three years)extent not theretofore paid, and (C2) any accrued vacation vacation, sick and other leave pay, in each case to the extent not previously theretofore paid (the sum of the amounts described in clauses (A), (B), 1) and (C2) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in B. a lump sum, sum in cash, within 30 days cash on the 30th day after the Date of TerminationTermination equal to the product of (1) Executive’s aggregate cash bonus for the last completed fiscal year, whether paid to Executive under Section 6 above or otherwise paid to Executive, and (2) a fraction, the sum numerator of (A) three times which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365; and
C. Executive’s highest annual base salary at Base Salary in monthly installments over the Company during remainder of the three-year period prior to Employment Period occurring after the Change in Control Date and of Termination (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;“Remainder”).
(ii) for 36 months after the Date of TerminationRemainder, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company Employer shall continue to provide benefits to the Executive and the and/or Executive’s family at least equal to those which would have been provided to them in accordance with the Insurance Benefit Plans if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesTerminated; provided, however, that if the Executive becomes reemployed employed with another employer and is eligible to receive a particular type substantially the same benefits under the other employer’s plans as Executive and/or Executive’s family would receive under the Insurance Benefit Plans under this item (ii), the benefits provided under this item (ii) shall be secondary to those provided under such other employer’s plans during such applicable period of benefits (e.g.eligibility; and, health insurance benefits) from provided further, that with respect Insurance Benefit Plans, upon the conclusion of any applicable COBRA period, the Employer may elect to discontinue the coverages under such employer on terms at least as favorable Insurance Benefit Plans and to pay Executive in cash the Executive and his or her family as those being provided amount of the applicable annual premium paid by the Company, then Employer for the Company shall no longer be required preceding twelve (12) month period for such discontinued coverages multiplied by the fraction of which the number of days remaining in the Remainder is the numerator and 365 is the denominator (the election set forth in this proviso being referred to provide those particular benefits to herein as the Executive and his or her family; and“Employer Benefit Election”);
(iii) to the extent not previously theretofore paid or provided, the Company Employer shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided herein or which the Executive is eligible to receive following the Executive’s termination of employment under any planWelfare Benefit Plan; and
(iv) provided, programhowever, policythat if during the Restricted Period Executive violates Section 12, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits no payments shall be hereinafter referred to as the “Other Benefits”)due under item (i)(C) and any such payment previously made shall be repaid by Executive.
Appears in 2 contracts
Sources: Employment Agreement (Macon Financial Corp.), Employment Agreement (Macon Financial Corp.)
Termination Without Cause or for Good Reason. If the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 18 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s 's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a pro rata current year bonus amount (calculated by dividing fraction, the numerator of which is the number of full and partial months of days in the current fiscal year in which the Executive is employed through the Date of Termination by 12Termination, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “"Accrued Obligations”"); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, amount equal to (A) three multiplied by (B) the sum of (Ax) three times the Executive’s 's highest annual base salary at the Company in any twelve-month period (on a rolling basis) during the threefive-year period prior to the Change in Control Date and (By) three times the Executive’s 's highest annual bonus amount at the Company in any twelve-month period (on a rolling basis) during the threefive-year period prior to the Change in Control Date;.
(ii) for 36 months three years after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s 's family at least equal to those which would have been provided to them if the Executive’s 's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and;
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s 's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); and
(iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Date of Termination.
Appears in 2 contracts
Sources: Employment Agreement (Thermo Electron Corp), Employment Agreement (Thermo Electron Corp)
Termination Without Cause or for Good Reason. If (a) Subject to and contingent upon Executive’s compliance with this Section 5 and Sections 6 and 7, if during the Term the Company terminates Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or Death) or by the Executive terminates his employment for Good Reason within 24 months following the Change in Control DateReason, then the Executive shall will be entitled to receive the following benefits:
(i) the payments and benefits in lieu of any payments or benefits to which Executive would otherwise be entitled under any Company shall pay to the Executive the following amountsseverance or other similar plan or program:
(1) any unpaid Base Salary and any accrued but unused vacation pay through the Termination Date;
(2) a pro rata bonus for the calendar year in which the Termination Date occurs, calculated by multiplying the Severance Bonus Amount by a fraction, the numerator of which is the number of days in the current calendar year through the Termination Date and the denominator of which is 365, payable at the time that bonuses are paid to similarly situated employees;
(3) an amount equal to two times Base Salary;
(4) continued receipt of medical, dental, vision, basic life, and employee assistance coverage for 24 months after the Termination Date, subject to payment by Executive of the employee cost of those benefits as paid by active employees, but if while receiving benefits under this Section 5.3(a)(4) Executive becomes employed by another employer who provides one or more similar benefits, Executive will so notify the Company and the benefits under the Company’s plan will automatically become secondary to those provided under the new plan;
(5) outplacement services substantially similar to those provided pursuant to the terms of the Company’s severance plan; and
(6) accrued benefits pursuant to the Company’s benefit plans and programs. Notwithstanding anything to the contrary in this Agreement, the Company will have no obligation to pay any amounts or provide any benefits described in this Section 5.3(a) if Executive breaches any of his obligations under Section 6 or 7.
(b) Subject to Section 8.10, the Company will pay the amounts described in Section 5.3(a)(1) within 10 business days after the Termination Date (unless an earlier date is required by law).
(c) Subject to Section 8.10, the Company will pay the amounts described in Sections 5.3(a)(2) and 5.3(a)(3) and provide the benefits described in Sections 5.3(a)(4) and 5.3(a)(5) only after Executive executes and delivers a general release in the form attached as Exhibit A (or another form that is acceptable to the Company in its sole discretion) (“Release”) that becomes irrevocable according to its terms, within the time periods described below. Within 45 days after the Termination Date (the “Delivery Deadline”), Executive must deliver to the Company either an executed Release or a notice stating that Executive has a good faith, bona fide dispute regarding his employment or the termination of his employment with the Company (“Dispute Notice”). If Executive delivers an executed Release by the Delivery Deadline and does not subsequently revoke it, the Company will (i) pay the amount described in Section 5.3(a)(2) in a lump sumsum at the time that bonuses are paid to similarly situated employees (on or before March 15 of the year following the year in which the relevant services required for payment have been performed), and (ii) pay the amount described in Section 5.3(a)(3) in a lump sum on the first business day that is 60 days after the Termination Date (except that, as permitted by Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated under that section (the “Code”), the Company may, in cashits sole discretion, make the lump sum payment at the end of the calendar month that in which the 30th day after the Termination Date occurs. If Executive delivers a Dispute Notice by the Delivery Deadline, the Company will, as permitted by Section 409A of the Code, pay the amounts described in Sections 5.3(a)(2) and 5.3(a)(3) in a lump sum within 30 days after the Date of Terminationdate that the dispute is resolved and an executed Release is delivered and becomes irrevocable in accordance with its terms (the “Resolution Date”), but in no event later than the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal calendar year in which the Executive is employed through Resolution Date occurs (except that payment of the Date of Termination by 12, and multiplying this fraction by amount described in Section 5.3(a)(2) will be made no sooner than the highest annual bonus payment amount time that bonuses are paid to similarly situated employees). Executive in the preceding three years), and (C) any accrued vacation pay, in each case will be deemed to the extent not previously paid (the sum of have waived the amounts described in clauses (A), (BSections 5.3(a)(2) and 5.3(a)(3) and the benefits described in Sections 5.3(a)(4) and .53(a)(5), and the Company will have no further obligation to pay those amounts or provide those benefits (Cexcept as and to the extent required by law), if (1) shall be hereinafter referred Executive fails to as deliver either an executed Release or a Dispute Notice by the “Accrued Obligations”); and
Delivery Deadline, or (2) having so delivered an executed Release, Executive revokes the Release and does not deliver a Dispute Notice by the Delivery Deadline, or (3) having so delivered a Dispute Notice, the dispute is not resolved, or (4) having so delivered a Dispute Notice, the dispute is resolved and Executive fails to deliver an executed Release or revokes the Release once delivered, or (5) having so delivered a Dispute Notice, the dispute is resolved in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (Amanner that terminates any further obligations under Sections 5.3(a)(2) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”through 5.3(a)(5).
Appears in 2 contracts
Sources: Employment Agreement (NewPage CORP), Employment Agreement (Newpage Port Hawkesbury Holding LLC)
Termination Without Cause or for Good Reason. If the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or Deathdeath) or by the Executive for Good Reason within 24 18 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s 's base salary through the Date of Termination, (B) the product of (x) the higher of the Executive’s target bonus as in effect immediately prior to the Measurement Date or the Termination Date and (y) a pro rata current year bonus amount (calculated by dividing fraction, the numerator of which is the number of full and partial months of days in the current fiscal year in which the Executive is employed through the Date of Termination by 12Termination, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), denominator of which is 365 and (C) the amount of any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, an amount equal to (a) two multiplied by (b) the sum of (Ax) three times the higher of the Executive’s highest annual base salary at the Company during the three-year period as in effect immediately prior to the Change in Control Measurement Date or the Termination Date and (By) three times the higher of the Executive’s highest annual target bonus amount at the Company during the three-year period as in effect immediately prior to the Change in Control Measurement Date or the Termination Date;.
(ii) for 36 months two years after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide medical, dental and life insurance benefits to the Executive and the Executive’s 's family at least equal to those which would have been provided to them if the Executive’s 's employment had not been terminated, in accordance with the applicable medical, dental and life insurance Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her the Executive’s family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that (A) if the terms of a medical, dental or life insurance Benefit Plan do not permit continued participation therein by a former employee, then an equitable arrangement shall be made by the Company (such as a substitute or alternative plan) to provide as substantially equivalent a benefit as is reasonably possible and (B) if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health medical insurance benefits) from such employer on terms at least as favorable to the Executive and his or her the Executive’s family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her the Executive’s family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s 's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (other than severance benefits) (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Appears in 2 contracts
Sources: Executive Change in Control Retention Agreement (Thermo Fisher Scientific Inc.), Executive Change in Control Retention Agreement (Thermo Fisher Scientific Inc.)
Termination Without Cause or for Good Reason. If the Executive’s Employee's employment with by the Company is terminated (x) by the Company (other than for Cause, Disability or Death(y) or by the Executive Employee for Good Reason within 24 months following Reason, the Change in Control DateCompany shall pay or provide the Employee with the following, then the Executive shall be entitled subject to the following benefitsprovisions of Section 23 hereof:
(i) the Company shall pay Accrued Benefits;
(ii) subject to the Executive Employee's continued compliance with the obligations in Sections 8, 9 and 10 hereof, a pro-rata portion of the Employee's Annual Bonus for the fiscal year in which the Employee's termination occurs based on the estimated actual results for such year (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that the Employee is employed by the Company and the denominator of which is 365), payable within 60 days following amounts:termination of employment;
(1iii) subject to the Employee's continued compliance with the obligations in a lump sumSections 8, in cash9 and 10 hereof, within 30 days after the Date of Termination, an amount equal to the sum of (A) one and a half times (1.5x) the Executive’s base salary through the Date of Termination, Employee's annual Base Salary and (B) one and a pro rata current year bonus half times (1.5x) the amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid Employee's Annual Bonus deemed to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum equal 75% of the amounts described Employee's then current Base Salary, paid in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”)a lump sum no later than 60 days following termination of employment; and
(2iv) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of any stock options or any other equity or any other incentive units (Aincluding without limitation unvested restricted stock units) three times the Executive’s highest annual base salary at the Company during the three-year period prior granted to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided Employee by the Company, then whether currently outstanding or granted in the future, as of the date of termination, shall become fully vested (with performance-based awards earned at "target") and notwithstanding any term of the Company's plans to the contrary, stock options shall remain exercisable for their original term granted and shall not terminate due to the Employee's termination. The terms of any stock option agreement or other equity incentive agreement between the Employee and the Company shall no longer be required deemed amended to provide those particular reflect the terms of this section. Payments and benefits to the Executive and his provided in this Section 7(d) shall be in lieu of any termination or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts severance payments or benefits required to be paid or provided or for which the Executive is Employee may be eligible to receive following the Executive’s termination of employment under any planof the plans, program, policy, practice, contract policies or agreement programs of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as or under the “Other Benefits”)Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.
Appears in 2 contracts
Sources: Employment Agreement (Dakota Gold Corp.), Employment Agreement (Dakota Gold Corp.)
Termination Without Cause or for Good Reason. If If, during the Employment Period, the Employer shall Terminate Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability Without Cause or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled Terminate Executive’s employment for Good Reason, then in consideration of Executive’s services rendered prior to the following benefits:such Termination;
(i) the Company Employer shall pay to the Executive the following amountsExecutive:
(1) in A. a lump sum, sum in cash, within 30 days cash on the 30th day after the Date of Termination, the sum of Termination equal to (A1) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed Base Salary through the Date of Termination by 12, and multiplying this fraction by to the highest annual bonus payment amount paid to Executive in the preceding three years)extent not theretofore paid, and (C2) any accrued vacation pay, in each case to the extent not previously theretofore paid (the sum of the amounts described in clauses (A), (B), 1) and (C2) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in B. a lump sum, sum in cash, within 30 days cash on the 30th day after the Date of TerminationTermination equal to the product of (1) Executive’s aggregate cash bonus for the last completed fiscal year, whether paid to Executive under Section 6 above or otherwise paid to Executive, and (2) a fraction, the sum numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365; and
C. in four (A4) three as nearly as equal as possible semi-annual installments, beginning on the 30th day after the Date of Termination an amount equal to two (2) times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control DateBase Salary;
(ii) for 36 a period of 12 months from and after the Date of Termination, or such longer period as may be provided by Termination the terms of the appropriate plan, program, practice or policy, each month the Company Employer shall continue to provide benefits to the Executive and the and/or Executive’s family at least equal to those which would have been provided to them in accordance with the Insurance Benefit Plans if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesTerminated; provided, however, that if the Executive becomes reemployed employed with another employer and is eligible to receive a particular type of substantially the same benefits under the other employer’s plans as Executive would receive under the Insurance Benefit Plans under this item (e.g.ii), health insurance benefitsthe benefits provided under this item (ii) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; andterminated;
(iii) to the extent not previously theretofore paid or provided, the Company Employer shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided herein or which the Executive is eligible to receive under any Welfare Benefit Plan; and
(iv) provided, however, that if during the Restricted Period Executive violates Section 12, no payments otherwise due following the Executive’s termination date of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits violation shall be hereinafter referred to as the “Other Benefits”due or paid under item (i)(C).
Appears in 2 contracts
Sources: Employment Agreement (Entegra Financial Corp.), Employment Agreement (Entegra Financial Corp.)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Causewithout Cause pursuant to Section 3(a)(iv), Disability or Death) or by the Executive for Good Reason pursuant to Section 3(a)(vi), or by Executive upon expiration of the Term following notice of nonrenewal by the Company pursuant to Section 1(b), then, subject to Executive signing on or before the 50th day following Executive’s Separation from Service (as defined below), and not revoking, a release of claims substantially in the form attached hereto as Exhibit A (which form the Company may revise to reflect changes in applicable law if such changes are reasonably necessary in order for the Company to obtain a valid release of claims in favor of the Company and its Affiliates (the “Release”)), and Executive’s continued compliance with Section 5 and Section 6 and all applicable Policies (other than non-compliance that is de minimis and inconsequential or inadvertent and cured within 24 months following five (5) business days of notice thereof from the Change in Control DateCompany), then the Executive shall be entitled receive, in addition to payments and benefits set forth in Section 3(c), the following benefits:benefits (the “Termination Payments”):
(i) a cash payment in an amount equal to two (2) times the Company shall pay to sum of the Executive Base Salary and the Target Bonus payable over eighteen (18) months immediately following amounts:
(1) the Date of Termination in a lump sum, equal installments in cash, within 30 days after accordance with the Company’s regular payroll practices following the Date of Termination, the sum of ;
(Aii) the Executive’s base salary through if the Date of TerminationTermination occurs on or after July 1 in a given calendar year, (B) an amount equal to a pro rata current portion of the Target Bonus;
(iii) a lump sum amount equal to the Company’s estimate of the premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for the 18-month period following the Date of Termination if Executive, for Executive and Executive’s eligible dependents, continued on COBRA for such period;
(iv) the services of an outplacement agency of Executive’s choosing for a period of up to one year bonus and with a maximum value of $50,000, provided that any payments pursuant to this Section 4(b)(iv) shall be made directly to the outplacement firm for services rendered upon receipt of satisfactory documentation;
(v) if the Date of Termination occurs on or after October 1 in a given calendar year, an amount equal to the Company’s 401(k) retirement contribution that Executive would have received for the year in which the Date of Termination occurs if Executive had remained employed through the last working day of that year; and
(calculated by dividing vi) any equity incentive compensation award granted Executive on or after January 1, 2019 shall pro-rata vest based on the number of full and partial months actively employed during either the vesting period or performance period, as applicable, whereby (A) in the case of any award with a service-vesting component only starting with the date of grant of the current fiscal year in which the Executive is employed through award and ending with the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times in the case of any award with a performance-vesting component starting with the date of the beginning of the applicable performance period and ending with the earlier of the Date of Termination or the last day of the performance period. Any award with a service-vesting component only shall vest effective as if the Date of Termination was the last day of the service-vesting period and any award with a performance-vesting component shall remain subject to actual performance attainment during the full performance period with the payment of any such performance award otherwise made at such time and under such other circumstances as would have applied without regard to Executive’s highest annual bonus employment termination. Subject to execution and nonrevocation of the Release, the cash lump sum amounts payable pursuant to Section 4(b)(ii), (iii) and (v) shall be paid sixty (60) days after Executive’s Date of Termination. Executive agrees that in the event Executive materially breaches any of the Restrictive Covenants (as defined below), Executive shall be required to immediately repay the full amount at of the Company during the three-year period prior Termination Payments, which repayment shall be in addition to, and not in lieu of, all other legal and equitable remedies available to the Change in Control Date;
Company, and Executive agrees further that if Executive contests any nonpayment of Termination Payments based on non-compliance with Section 5 or Section 6 or any Policy which Executive claims is de minimis and inconsequential or inadvertent and cured within five (5) business days of notice thereof from the Company, all Termination Payments will be tolled until final resolution of the matter. For the purposes of clause (ii) for 36 months after above, “pro rata” means a fraction, the Date numerator of Terminationwhich is the number of days in the calendar year that have elapsed to, or such longer period as may be provided by the terms of the appropriate planand including, programtermination, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those denominator of which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)365.
Appears in 2 contracts
Sources: Employment Agreement, Employment Agreement (TransUnion)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control Dateat any time, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive the following amounts:
(1) in a lump sum, sum in cash, within 30 days after cash in the next regularly scheduled pay cycle following the Date of Termination, Termination the aggregate of the lump sum of (A) the Executive’s unpaid base salary through the Date of Termination, (B) the product of (w) the greater of any annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred or which the Executive forewent) for the most recently completed fiscal year or any annual bonus payable for the then current fiscal year and (x) a pro rata current year bonus amount (calculated by dividing fraction, the numerator of which is the number of full and partial months of days in the current fiscal year in which the Executive is employed through the Date of Termination by 12Termination, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years)denominator of which is 365, and (C) the product of (y) the greater of any quarterly bonus paid or payable (including any bonus or portion thereof which has been earned but deferred or which the Executive forewent) for the most recently completed fiscal quarter or any quarterly bonus payable for the then current fiscal quarter and (z) a fraction, the numerator of which is the number of days in the current fiscal quarter through the Date of Termination, and the denominator of which is 90 and (D) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), (C), and (CD) shall be hereinafter referred to as the “Accrued Obligations”); and;
(2) in a lump sum, sum in cash, within 30 days after cash in the next regularly scheduled pay cycle following the Date of Termination, Termination an amount equal to the sum of (Ai) three times 100% of the greater of (a) the Executive’s highest aggregate bonus (including both annual and quarterly bonuses, if applicable) paid in any fiscal year during the five fiscal year period prior to the Date of Termination and (b) the sum of the maximum bonus (including both annual and quarterly bonuses, if applicable) payable to the Executive during the then current fiscal year; and (ii) the greater of (x) 100% of the Executive’s highest annual base salary at the Company during the three-five fiscal year period prior to the Change in Control Date of Termination and (By) three times 100% of the Executive’s highest then current annual bonus amount at the Company during the three-year period prior to the Change in Control Date;base salary.
(ii) for 36 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Effective Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and;
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); and
(iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.
Appears in 2 contracts
Sources: Executive Retention Agreement, Executive Retention Agreement (Vistaprint LTD)
Termination Without Cause or for Good Reason. If the Executive’s your employment with the Company is terminated by the Company (other than for Cause, Disability or Deathyour death) or by the Executive you for Good Reason within 24 months following the a Change in Control DateControl, then the Executive you shall be entitled to the following benefits:
(i) the Company shall pay to you in a lump sum in cash within 30 days after the Executive Date of Termination the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s your annual base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a pro rata current year bonus amount (calculated by dividing fraction, the number of full and partial months which is the number of days in the current fiscal year in which the Executive is employed through the Date of Termination by 12Termination, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), denominator of which is 365 and (C) the amount of any compensation previously deferred by you (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously theretofore paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “"Accrued Obligations”"); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, amount equal to the sum of (A) three times the Executive’s your highest annual base salary at the Company during the threefive-year period prior to the Change in Control Date and (B) three times the Executive’s your highest annual bonus amount at the Company during the three-five- year period prior to the Change in Control Date;Control.
(ii) for 36 12 months after the your Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive you and the Executive’s your family at least equal to those which would have been provided to you and them in accordance with the applicable plans, programs, practices and policies in effect on the Date of Termination (excluding any savings and/or retirement plans) if the Executive’s your employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes you become reemployed with another employer and is are eligible to receive a particular type of medical or other welfare benefits (e.g.under another employer- provided plan, health insurance benefits) from such employer on terms at least as favorable the medical and other welfare benefits described herein shall not be provided to the Executive and his or her family as those being extent the same are provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her familyunder such other plan during such applicable period of eligibility; and
(iii) to the extent not previously theretofore paid or provided, the Company shall timely pay or provide to the Executive you any other amounts or benefits required to be paid or provided or which the Executive is you are eligible to receive following the Executive’s your termination of employment under any plan, program, policy, practice, policy or practice or contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”").
Appears in 2 contracts
Sources: Senior Management Retention Agreement (Spyglass Inc), Senior Management Retention Agreement (Spyglass Inc)
Termination Without Cause or for Good Reason. If 2.1 Other than as set forth in Section 3 below, if the ExecutiveEmployee’s employment with the Company is terminated by the Company (other than for Causewithout Cause or due to the Employee’s Disability, Disability or Death) or by the Executive Employee for Good Reason within 24 months following the Change in Control DateReason, then the Executive shall Company shall:
(a) continue to pay the Employee his base salary in effect on the date of termination, to be entitled paid in accordance with the Company’s customary payroll practices as are established or modified from time to time as follows for the following benefits:period of time set forth below (the “Severance Period”):
(i) if the termination occurs prior to June 30, 2018, then Company shall pay to the Executive Employee his base salary until the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum earlier of (Ax) the Executive’s base salary through date six (6) months following the Date date of Terminationtermination, or (By) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in date on which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in Employee commences employment or a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Dateconsulting relationship with substantially equivalent compensation;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminatedtermination occurs on or after June 30, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company2018, then the Company shall no longer be required to provide those particular benefits pay the Employee his base salary until the earlier of (x) the date twelve (12) months following the date of termination, or (y) the date on which the Employee commences employment or a consulting relationship with substantially equivalent compensation;
(b) pay to the Executive Employee (i) on the date of termination, any base salary earned but not paid and his or her familyany vacation accrued but not used through the date of termination, and (ii) within thirty (30) days after the date of termination, any reimbursable business expenses incurred by the Employee through the date of termination pursuant to any expense reimbursement policies of the Company then in effect; and
(iiic) to the extent not previously paid or providedthe Employee and any qualified beneficiary with respect to such Employee elects continuation of health benefit coverage under Section 4980B (“COBRA”) of the Internal Revenue Code of 1986, as amended (the “Code”), and continues to be eligible for such benefits, the Company shall timely pay or provide payments to the Executive Employee for such benefits equal to the amount contributed for active employees with similar benefits and similar participating beneficiaries until the earlier of (x) the Severance Period, or (y) the date the Employee becomes eligible for group health coverage through another employer.
2.2 Except for the payments under Section 2(b) (which are not contingent upon the Employee’s execution of a release of claims), the payments and benefits to the Employee under this Section 2 shall (i) be contingent upon the execution and non-revocation by the Employee of a general release of claims in favor of the Company, in the form provided by the Company at the time of the Employee’s termination (the “Release”) within sixty (60) days following the date of termination (the “Release Period”); provided that if the Release does not become effective during the Release Period, the payments and benefits described in Sections 2.1(a) and 2.1(c) of this Agreement that commenced following the date of termination shall cease following the Release Period and (ii) constitute the sole remedy of the Employee in the event of a termination of the Employee’s employment in the circumstances set forth in this Section 2.
2.3 Notwithstanding anything herein to the contrary, all benefits under this Section 2 shall terminate immediately if the Employee, at any time, violates any proprietary information, assignment of inventions agreement, confidentiality, non-competition or non-solicitation obligation to the Company, or any other amounts or benefits required continuing obligation to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Company.
Appears in 2 contracts
Sources: Severance and Change in Control Agreement (Aveo Pharmaceuticals Inc), Severance and Change in Control Agreement (Aveo Pharmaceuticals Inc)
Termination Without Cause or for Good Reason. If If, during the Employment Period, the Employer shall Terminate Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability Without Cause or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled Terminate Executive’s employment for Good Reason, then in consideration of Executive’s services rendered prior to the following benefits:such Termination;
(i) the Company Employer shall pay to the Executive the following amountsExecutive:
(1) in A. a lump sum, sum in cash, within 30 days cash on the 30th day after the Date of Termination, the sum of Termination equal to (A1) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed Base Salary through the Date of Termination by 12, and multiplying this fraction by to the highest annual bonus payment amount paid to Executive in the preceding three years)extent not theretofore paid, and (C2) any accrued vacation pay, in each case to the extent not previously theretofore paid (the sum of the amounts described in clauses (A), (B), 1) and (C2) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in B. a lump sum, sum in cash, within 30 days cash on the 30th day after the Date of TerminationTermination equal to the product of (1) Executive’s aggregate cash bonus for the last completed fiscal year, whether paid to Executive under Section 6 above or otherwise paid to Executive, and (2) a fraction, the sum numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365; and
C. in five (A5) three as nearly as equal as possible semi-annual installments, beginning on the 30th day after the Date of Termination an amount equal to two point fifty (2.50) times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control DateBase Salary;
(ii) for 36 a period of 12 months from and after the Date of Termination, or such longer period as may be provided by Termination the terms of the appropriate plan, program, practice or policy, each month the Company Employer shall continue to provide benefits to the Executive and the and/or Executive’s family at least equal to those which would have been provided to them in accordance with the Insurance Benefit Plans if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesTerminated; provided, however, that if the Executive becomes reemployed employed with another employer and is eligible to receive a particular type of substantially the same benefits under the other employer’s plans as Executive would receive under the Insurance Benefit Plans under this item (e.g.ii), health insurance benefitsthe benefits provided under this item (ii) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; andterminated;
(iii) to the extent not previously theretofore paid or provided, the Company Employer shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided herein or which the Executive is eligible to receive under any Welfare Benefit Plan; and
(iv) provided, however, that if during the Restricted Period Executive violates Section 12, no payments otherwise due following the Executive’s termination date of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits violation shall be hereinafter referred to as the “Other Benefits”due or paid under item (i)(C).
Appears in 2 contracts
Sources: Employment Agreement (Entegra Financial Corp.), Employment Agreement (Entegra Financial Corp.)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) without Cause or by the Executive for with Good Reason within 24 months following Reason, the Change Company shall pay (unless otherwise noted, in Control Date, then the normal course) to the Executive shall be entitled to or provide the following amounts or benefits:
(i) six months Base Salary (as in effect as of the date of such termination or resignation), payable in accordance with the Company’s payroll practice;
(ii) a Pro Rata Annual Bonus;
(iii) Executive shall be entitled to accelerate vesting of any outstanding LTIP Awards held by the Executive as of the date of his termination, with any options (if applicable) to be exercised before the earlier of the option expiration date and one year following the employment termination date; and
(iv) continued coverage in under the Company’s health insurance plan for a six month period following his termination date with the Company shall paying its share of the cost of the premiums for such period. If continued coverage under the Company’s plan would create a plan discrimination issue or is otherwise not permitted, Company will pay to the Executive the following amounts:
cost for the Executive to obtain comparable health insurance coverage for the applicable period less the amount of the employee share that the Executive would otherwise have had to pay under the Company’s health insurance plan (1in effect at the time of termination) for such applicable period, which amount will be paid in a lump sum, in cash, within 30 days after sum if permissible under Section 409A. All payments to be provided to the Date of Termination, the sum of (A) Executive under this Section 5 shall be subject to the Executive’s base salary through compliance with the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full restrictions in Section 6 and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cashexecution, within 30 sixty (60) days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at termination, of a general release and waiver of claims against the Company during the three-year period prior Company, its officers, directors, employees and agents, in a form acceptable to the Change in Control Date Company, from any and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if all liability arising from the Executive’s employment had not been terminated, in accordance relationship with the applicable Benefit Plans in effect on Company (which release will include an agreement between both parties not to disparage the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, other) that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)revoked.
Appears in 2 contracts
Sources: Employment Agreement (Iec Electronics Corp), Employment Agreement (Iec Electronics Corp)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following during the Change in Control DateTerm, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, and (B) a pro rata current year bonus the amount (calculated of any compensation previously deferred by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, (together with any accrued interest or earnings thereon) and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), ) and (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of amount equal to (A) three times one-half (1/2) multiplied by (B) the Executive’s highest annual base salary at the Company during the three-three year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Effective Date;.
(ii) for 36 six months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Effective Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and;
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”);
(iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until six months after the Date of Termination; and
(v) if a Change in Control Date occurs during the Term and on or before the Date of Termination, the Company shall make an additional lump sum payment to the Executive equal to the sum of (A) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (B) one-half multiplied by the Executive’s highest annual bonus during the three-year period prior to the Effective Date.
Appears in 2 contracts
Sources: Executive Retention Agreement (Network Engines Inc), Executive Retention Agreement (Network Engines Inc)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company there is terminated a Separation from Service initiated by the Company (other than for without Cause, Disability or Deathresulting from Executive initiating a Separation from Service with Good Reason, (i) or Executive shall receive all Accrued Benefits, (ii) Executive’s pension benefit under the Non-Qualified Plan shall be based on the amount accrued to the date of termination, plus the additional amount that would have accrued during the next two years if Executive would have remained employed and received compensation described in clause (iii) below, such pension benefit to be paid in accordance with the Non-Qualified Plan, (iii) an amount of severance pay equal to two times Executive’s deemed annual cash compensation, which shall be (A) Executive’s Base Salary in effect as of the date of Separation from Service, multiplied by (B) 100% plus the target bonus opportunity percentage in effect for Annual Bonus Plan purposes for the fiscal year ended May 27, 2007, (iv) Executive will be entitled to a pro rata annual bonus under the Annual Bonus Plan for Good Reason within 24 the year of termination, based on actual performance and payable when bonuses are paid to other senior executives (but no later than two and one-half months following after the Change in Control Date, then end of the fiscal year with respect to which such bonus is determined); and (v) Executive and his dependents shall be entitled to continued participation (at Executive’s after-tax expense for the following benefits:
entire cost of coverage to the extent necessary to avoid Executive recognizing taxable income related to such coverage under Internal Revenue Code Section 105(h)) in all health and welfare plans or programs that are exempt from 409A in which Executive and such dependents were participating on the date of the termination until the earlier of (ia) the second anniversary of termination of employment, and (b) the date, or dates, Executive receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit basis); provided that, to the extent Executive is precluded from continuing participation in any such plan or program as provided in this Section or must pay the expense thereof, the Company shall pay to the Executive the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, an amount equal to the sum of (Ax) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives insured benefits, the present value (discounted using the then published 2-year Treasury rate) of the Company and its affiliated companies; providedpremiums expected for coverage or that would be paid by Executive if Executive were to continue coverage at his expense pursuant hereto, howeverless any active employee portion of the premiums, that if plus (y) with respect to benefits not insured, the Executive becomes reemployed with another employer and is eligible to receive a particular type present value (discounted using the then published 2-year Treasury rate) of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable the expected gross cost per employee to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular such benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)less active employee contributions.
Appears in 2 contracts
Sources: Employment Agreement (Conagra Foods Inc /De/), Employment Agreement (Conagra Foods Inc /De/)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company this Agreement is terminated by the Company (other than for Cause, Disability or Death) without Cause or by the Executive for Good Reason within 24 months following the Change in Control DateReason, then the Company will pay the Executive shall be entitled to the following benefits:
(i) all accrued, but unpaid, wages through the termination date, based on the Executive’s then current Base Salary; (ii) all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five (5) business days of the Executive’s termination date; (iv) all earned and accrued, but unpaid Bonuses; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum payment equal to eighteen (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company shall pay made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his dependents in the following amounts:
month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.4 shall be made by the Company within thirty (130) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a lump sum, in cash, within 30 days after the Date of Termination, separation payment equal to three times (3x) the sum of (A) the Executive’s base salary through the Date of Terminationthen current Base Salary, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest average Bonus for the two (2) annual bonus amount at Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company during the three-year period prior to the Change in Control Date;
without Cause or by Executive for Good Reason before Executive completes two (ii2) for 36 months after the Date of Terminationannual Bonus periods, or such longer period as may then part (B) will be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the three times (3x) Executive’s family at least equal to those which would have been provided to them if Bonus for the Executive’s employment had not been terminatedmost recently completed Bonus Period, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives Bonus will be three times (3x) the annualized amount. Payment of the Company and its affiliated companies; provided, however, that if separation payment shall begin on the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits first regular payroll payment date occurring after the sixtieth (e.g., health insurance benefits60th) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of employment under any planthirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Except as set forth in this Section 7.4, program, policy, practice, contract or agreement of the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 and its affiliated companies (such all other amounts and benefits shall be hereinafter referred post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as the “Other Benefits”)provided herein.
Appears in 2 contracts
Sources: Employment Agreement (Trade Street Residential, Inc.), Employment Agreement (Trade Street Residential, Inc.)
Termination Without Cause or for Good Reason. If If, prior to the expiration of the Term, the Executive resigns from his employment hereunder for Good Reason or the Company terminates the Executive’s employment with hereunder without Cause (other than a termination by reason of death or Disability), and the Executive has not received and is not entitled to any payment under Section 5(d)(iii) hereof, then the Company shall pay or provide the Executive the Amounts and Benefits and, subject to Section 9 hereof:
1. an amount equal to the sum of all applicable Base Salary for the balance of the Term determined as if such termination had not occurred, which shall be payable in full in a lump sum cash payment to be made to the Executive within thirty (30) days of the Date of Termination;
2. any Annual Bonus earned but unpaid for a prior year (the “Prior Year Bonus”), which shall be payable in full in a lump sum cash payment to be made to the Executive within thirty (30) days of the Date of Termination;
3. in the event such resignation or termination occurs following the Company’s first fiscal quarter of any year, a pro-rata portion of the Executive’s Annual Bonus for the fiscal year in which the Executive’s termination occurs based on actual results for such year (determined by multiplying the amount of such Annual Bonus which would be due for the full fiscal year by a fraction, the numerator of which is terminated the number of days during the fiscal year of termination that the Executive is employed by the Company and the denominator of which is 365), paid in accordance with Section 4(b) (other than for Cause, Disability or Death) or by “Pro Rata Bonus”). In the event that the Company has not established an executive bonus plan covering the year of the Term during which the Executive for Good Reason within 24 months following was terminated the Change in Control Date, then pro-rata portion of the bonus due to the Executive shall be entitled based upon the prior year’s Annual Bonus received by the Executive;
4. subject to the following benefits:
Executive’s (ia) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), with respect to the Company’s group health insurance plans in which the Executive participated immediately prior to the Date of Termination (“COBRA Continuation Coverage”), and (b) continued payment by Executive of premiums for such plans at the “active employee” rate (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), the Company shall pay to provide COBRA Continuation Coverage for the Executive and his eligible dependents until the earliest of (x) the Executive or his eligible dependents, as the case may be, ceasing to be eligible under COBRA, (y) eighteen (18) months following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of and (Az) the Executive’s base salary through Executive becoming eligible for coverage under the Date health insurance plan of Termination, a subsequent employer (B) a pro rata current year bonus amount the benefits provided under this sub-section (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years4), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued ObligationsMedical Continuation Benefits”); and
(2) 5. in the event a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior shall not have theretofore occurred, all remaining restrictions relating to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms any portion of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits Award granted to the Executive and that has not vested shall immediately lapse, notwithstanding any provisions to the Executive’s family at least equal to those which would have been provided to them contrary contained in the Plan or Restricted Stock Agreement, or if the Executive’s employment had Award has not theretofore been terminatedgranted, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Alternate Payment.
Appears in 2 contracts
Sources: Employment Agreement (Iconix Brand Group, Inc.), Employment Agreement (Iconix Brand Group, Inc.)
Termination Without Cause or for Good Reason. If this Agreement and the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Deathwithout Cause pursuant to subsection 4.1(d) above or by the Executive for Good Reason within 24 months following the Change in Control Datepursuant to subsection 4.1(f) above, then the Executive following provisions shall be entitled to the following benefitsapply:
(ia) the Company shall pay to the Executive the following amounts:Basic Entitlements (with vacation pay calculated to the end of the statutory notice period);
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (Ab) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months Company shall pay any Bonus awarded in respect of the current fiscal year preceding the year of termination, but not yet paid;
(c) the Company shall pay to the Executive her Bonus at Target for the year in which the Executive is employed through the Date of Termination by 12her employment terminates, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case pro-rated to the extent not previously paid (the sum date of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Datetermination;
(iid) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits pay to the Executive and the Executive’s family at least an amount equivalent to her Annualized Compensation multiplied by two (2), payable in equal to those which would have been provided to them if the Executive’s employment had not been terminated, instalments in accordance with the applicable Benefit Plans in effect Company’s payroll practices for a period of twenty-four (24) months (the “Severance Period”) following the date of termination;
(e) the Company shall continue to pay its premiums to provide all Benefits (as existed on the Measurement Date ordate notice of termination is provided) until the earlier of (i) eighteen (18) months following the date of termination (not including any period of notice of pay in lieu thereof); and (ii) the date on which the Executive secures comparable coverage through alternate employment to the extent permitted by any third party insurer; provided that, if more favorable the Company cannot continue any particular benefit pursuant to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives terms of the Company relevant plan or policy and its affiliated companies; provided, however, that if the Executive becomes reemployed after due inquiry with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Companyany third party insurer, then the Company Company’s obligations shall no longer be required to provide those particular benefits limited to the Executive minimum period required pursuant to applicable employment standards legislation, and his that in no event shall the Benefits be provided for less than such period;
(f) except as required by statute and then only for the minimum statutory notice period, any other benefits or her familyperquisites will cease effective the date of termination; and
(iiig) to long term incentive awards will be determined in accordance with the extent not previously paid or provided, terms of the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which applicable Plan it being understood that the Executive is eligible not entitled to receive any damages or compensation in lieu of continued participation in the Plan following the Executive’s termination her last day of employment under any plan, program, policy, practice, contract or agreement of the Company active and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)actual employment.
Appears in 2 contracts
Sources: Employment Agreement (GFL Environmental Holdings Inc.), Employment Agreement (GFL Environmental Holdings Inc.)
Termination Without Cause or for Good Reason. If the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s 's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a pro rata current year bonus amount (calculated by dividing fraction, the numerator of which is the number of full and partial months of days in the current fiscal year in which the Executive is employed through the Date of Termination by 12Termination, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation or compensatory time off pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “"Accrued Obligations”"); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, amount equal to (A) two and one-half multiplied by (B) the sum of (Ax) three times the Executive’s 's highest annual base salary at from the Company during the threefive-year period prior to the Change in Control Date and (By) three times the Executive’s 's highest annual bonus amount at from the Company during the threefive-year period prior to the Change in Control Date;.
(ii) for 36 30 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s 's family at least equal to those which would have been provided to them if the Executive’s 's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; providedPROVIDED, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and;
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive outplacement assistance commensurate with the Executive's position as well as any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s 's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); and
(iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 30 months after the Date of Termination.
Appears in 2 contracts
Sources: Executive Retention Agreement (Centennial Technologies Inc), Executive Retention Agreement (Centennial Technologies Inc)
Termination Without Cause or for Good Reason. If (Change in Control). Notwithstanding anything to the contrary set forth in Section 15(b), and subject to Executive and the Company each executing a general release attached as Exhibit A and B hereto, respectively, (provided, however, that Executive shall not be required to execute a general release as a condition to the receipt of the payments and benefits described below unless the Company also executes a general release) within 30 days following the Termination Date, in the event that within 24 months following a Change in Control Executive terminates his employment for Good Reason, or Executive’s employment is terminated by the Company for a reason other than death, Disability or Cause, then, subject to Section 15(e) below, the Company shall:
(i) pay Executive a severance amount equal to 2.99 times the sum of (a) Executive’s Base Salary (determined without regard to any reduction in violation of Section 5), and (b) Executive’s Target Bonus, each as of his last day of active employment; the severance amount shall be paid in a single lump sum on the first business day of the month following the Termination Date;
(ii) pay to Executive, for the period ending on the earliest of (A) 18 months following the Termination Date, (B) the date of Executive’s full-time employment by another employer, (C) Executive’s death, or (D) the first month in which Executive does not pay to the Company the applicable monthly premium for COBRA insurance coverage under the Company’s group health plan, a monthly cash payment, payable on the first business day of each month that follows the Termination Date, in an amount equal to Executive’s monthly premium cost for “COBRA” family health coverage under the Company’s group health plan;
(iii) pay to Executive, for the period ending on the earliest of (A) 18 months following the Termination Date, (B) the date of Executive’s full-time employment by another employer, or (C) Executive’s death, a monthly cash payment, payable on the first business day of each month that follows the Termination Date, in an amount equal to the monthly premium cost that the Company would have paid on behalf of Executive to cover Executive under the Company’s life and disability insurance plans if Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:had not terminated; and
(iiv) the Company shall pay to the Executive the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date pro-rata portion of Termination, the sum of (A) the Executive’s base salary through Annual Bonus for the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Termination Date occurs, based on actual results for such year (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; providedthe denominator of which is the total number of days in such fiscal year), however, that if payable in a single lump sum no later than March 15 of the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to year following the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or year in which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Termination Date occurs.
Appears in 2 contracts
Sources: Employment Agreement (Integra Lifesciences Holdings Corp), Employment Agreement (Integra Lifesciences Holdings Corp)
Termination Without Cause or for Good Reason. If Following Change in Control Prior to June 30, 2014. If, within 12 months of a Change in Control (as defined below), the Company terminates Executive’s employment with without Cause (as defined below), or Executive resigns from the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date(as defined below), then the prior to June 30, 2014, Executive shall be entitled to receive (1) the following benefits:
Accrued Compensation; (2) an amount equal to his then current Base Salary for a period of 18 months, provided that Executive is not in breach of the covenants set forth in Section 7; (3) payment of COBRA premiums for Executive, his spouse and his dependents for a period of 18 months, provided that (i) the Company shall pay to the Executive the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) premiums for Executive’s spouse and dependents only for coverage for which the Executive’s base salary through spouse and dependents were enrolled immediately prior to the Date termination without Cause or for Good Reason and (ii) if at any time the Company determines, in its sole discretion, that the payment of Terminationthe COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month the Company would have paid the COBRA premiums, a fully taxable cash payment equal to the COBRA premiums for that month, subject to all previously authorized or legally required deductions and withholdings; (B4) a lump sum equal to 100% of Executive’s target incentive bonus for 12 months, plus 100% of a pro rata current year portion of Executive’s target incentive bonus amount (calculated by dividing the number of full and partial months of for the current fiscal year in (which lump sum shall assume all applicable performance metrics and objectives have been obtained by Executive and/or the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three yearsCompany), ; and (C5) any accrued vacation pay, in each case to the extent not previously paid (the sum accelerated vesting of the amounts described in clauses (A), (B), and (C) all of Executive’s stock options. The Base Salary amount shall be hereinafter referred to as the “Accrued Obligations”); and
(2) paid in a lump sum, in cash, within 30 sum as soon as practicable but no later than sixty (60) days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companieseffective termination date; provided, however, that if such payment shall not be made unless and until Executive has had a “separation from service” within the Executive becomes reemployed with another employer and is eligible to receive a particular type meaning of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement Section 409A of the Company Code and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)requirements of Section 5.4 have been met.
Appears in 2 contracts
Sources: Employment Agreement (Qualstar Corp), Employment Agreement (Qualstar Corp)
Termination Without Cause or for Good Reason. If the Executive’s employment with Subject to Section 6.4.2(d) below, if (i) the Company is terminated by terminates the Company employment of Executive without Cause or (other than for Cause, Disability or Deathii) or by the Executive terminates his employment for Good Reason within 24 months following no later than 90 days after the Change in Control Datelast event comprising or contributing to Good Reason and during the Term of this Agreement, then the Executive shall be entitled to receive the following benefitspayments and benefits described in Sections 6.4.2(a), (b) and (c) at the dates specified therein:
(ia) Within ten (10) days after the Termination Date (provided that in the event that such ten-day period begins in one taxable year and ends in the subsequent taxable year for the Executive, payment shall be made in the subsequent taxable year on or prior to the end of the ten-day period), the Company shall pay to Executive a lump-sum payment equal to (i) the amount of Executive’s annual salary hereunder for the greater of the remainder of the Term from the Termination Date or eighteen (18) months, plus (ii) any deferred bonuses earned by Executive but not paid by the following amounts:Company as of the Termination Date, less any required deductions for Social Security, state, federal and local withholding taxes, and any other authorized or mandated similar withholdings, including benefit deductions.
(1b) in a lump sum, in cash, within 30 By the date which is sixty (60) days after the end of the fiscal year in which the Termination Date of Terminationoccurs, the sum Company shall pay to Executive the entire amount of the bonus (with no deferral and as determined under Section 3.2 above) that Executive would have been entitled to receive for the fiscal year in which the Termination Date occurs as if Executive had not terminated his employment with the Company.
(c) In the event Executive timely makes an election under Sections 601 through 607 of Executive Retirement Income Security Act of 1974, as amended (commonly known as COBRA) to qualify to continue to receive health benefits coverage for Executive and his dependents under the same plan(s) or arrangement(s) under which Executive was covered immediately before his termination of employment, as such plan(s) or arrangement(s) provided by the Company or any of its subsidiaries thereafter may change or be amended from time to time, for until the earlier of (i) the later of (A) the Executive’s base salary through date that is six (6) months after the Termination Date of Termination, or (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months expiration of the current fiscal year in which the Executive is employed through the Date of Termination by 12Term, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
or (ii) for 36 months after the Date of Termination, date Executive becomes covered under any other group health plan or such longer period group disability plan (as the case may be provided be) not maintained by the terms Company or any of the appropriate planits subsidiaries, program, practice or policy, each month the Company shall continue to provide benefits to the reimburse Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the for all payments made by Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesfor such COBRA benefits; provided, however, that if the such other group health plan excludes any pre-existing condition that Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., or Executive’s dependents may have when coverage under such group health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or providedplan would otherwise begin, the Company shall timely pay continue to reimburse Executive for COBRA payments with respect to such pre-existing condition until the earlier of (A) the date that such exclusion under such other group health plan lapses or provide expires or (B) the period described in clause (i) of this Section 6.4.2(c).
(d) Executive shall not be entitled to receive the payments described in Section 6.4.2 unless Executive delivers a comprehensive release to the Executive any other amounts or benefits required Company, on terms and conditions reasonably satisfactory to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Company.
Appears in 2 contracts
Sources: Employment Agreement (William Lyon Homes), Employment Agreement (William Lyon Homes)
Termination Without Cause or for Good Reason. If the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or Death) ), including without limitation a termination occurring by reason of the prevention by the Company of the renewal of the Executive's employment contract, or by the Executive for Good Reason within 24 36 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s 's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a pro rata current year bonus amount (calculated by dividing fraction, the numerator of which is the number of full and partial months of days in the current fiscal year in which the Executive is employed through the Date of Termination by 12Termination, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “"Accrued Obligations”"); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, amount equal to (A) three multiplied by (B) the sum of (Ax) three times the Executive’s 's highest annual base salary at the Company during the threefive-year period prior to the Change in Control Date and (By) three times the Executive’s 's highest annual bonus amount at the Company during the threefive-year period prior to the Change in Control Date;.
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s 's family at least equal to those which would have been provided to them if the Executive’s 's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and;
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s 's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); and
(iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 36 months after the Date of Termination.
Appears in 2 contracts
Sources: Executive Retention Agreement (Saucony Inc), Executive Retention Agreement (Saucony Inc)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (including termination due to Executive’s death) other than pursuant to Sections 3.1 or 3.2 or if Executive shall terminate his employment for CauseGood Reason, Disability or Deaththen, subject to Sections 4.1(c) or by and 4.2, and provided that the Executive for Good Reason within 24 months following signs a general release in a form provided by Callon that releases Callon from any and all claims that the Change in Control DateExecutive may have, then and the Executive affirmatively agrees not to violate the provisions of Article 6, the Executive shall be entitled entitled, if such termination occurred within two (2) years following the effective date of a Change of Control (or in the case of termination due to Executive’s death, if such termination occurred within six (6) months following the effective date of a Change of Control), to the following benefits:
(ia) the Company Callon shall pay to the Executive the following amounts:
(1) in a lump sum, in cash, within 30 days on the date which is six (6) months following his Date of Termination, an amount equal to three (3) times the sum of: (i) the Executive’s annual base salary as in effect immediately prior to the Change of Control or, if higher, in effect immediately prior to the Date of Termination and (ii) the greater of: (A) the average bonus (under all Callon bonus plans for which the Executive is eligible) earned with respect to the three most recently completed full fiscal years or (B) the target bonus (under all Callon bonus plans for which the Executive is eligible) for the fiscal year in which the Change of Control occurs, based on a forecast that has been approved by the Board of the results for the fiscal year in which the Change of Control occurs.
(b) Callon shall, at its expense, maintain in full force and effect for Executive’s continued benefit until thirty-six (36) months after the Date of Termination all life, disability, medical, dental, accident and health insurance coverage to which Executive was entitled immediately prior to the Notice of Termination. In the event that (i) Executive’s participation in any such coverage is barred under the general terms and provisions of the plans and programs under which such coverage is provided, or (ii) any such coverage is discontinued or the benefits thereunder materially reduced, Callon shall provide or arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under such coverage immediately prior to the Notice of Termination. At the end of the period of coverage herein above provided for, Executive shall have the option to have assigned to Executive at no cost and with no apportionment of prepaid premiums, any assignable insurance owned by Callon and relating specifically to Executive and Executive shall be entitled to all health and similar benefits that are or would have been made available to Executive under law. The continued coverage under this Section 4.1(b) shall be provided in a manner that is intended to satisfy an exception to Section 409A of the Code, and therefore not treated as an arrangement providing for nonqualified deferred compensation that is subject to taxation under Section 409A, including (i) providing such benefits on a nontaxable basis to Executive, (ii) providing for the reimbursement of medical expenses incurred during the time period during which Executive would be entitled to continuation coverage under a group health plan of the Company pursuant to Section 4980B of the Code (i.e., COBRA continuation coverage), (iii) providing that such benefits constitute the reimbursement or provision of in-kind benefits payable at a specified time or pursuant to a fixed schedule as permitted under Section 409A and the authoritative guidance thereunder, or (4) such other manner as determined by the Company in compliance with an exception from being treated as nonqualified deferred compensation subject to Section 409A.
(c) ▇▇▇▇▇▇’▇ obligation to pay severance amounts due to the Executive pursuant to this Section 4.1, to the extent not already paid, shall cease immediately and such payments will be forfeited if the Executive violates any condition described in Sections 6.1, 6.2 or 6.3 after the Date of Termination. To the extent already paid, should the Executive violate any condition described in Sections 6.1, 6.2 or 6.3 after the Date of Termination, the sum of severance amounts provided hereunder shall be repaid in their entirety by the Executive to Callon with interest at the “applicable federal rate” (Aas defined in Section 1274(d) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three yearsCode), and (C) any accrued vacation pay, in each case all rights to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) such payments shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)forfeited.
Appears in 2 contracts
Sources: Severance Compensation Agreement (Callon Petroleum Co), Severance Compensation Agreement (Callon Petroleum Co)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) without Cause or by the Executive for Good Reason within 24 months following the Change in Control DateReason, then the Executive shall be entitled in addition to the following benefits:
(i) the Company shall pay to the Executive the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses subsection (A), (Ba), and provided that the Executive timely signs a release of claims in the form attached hereto as Exhibit A (C) shall be hereinafter referred adjusted as necessary to as the “Accrued Obligations”); and
(2) conform to then-existing legal requirements in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at manner reasonably acceptable to the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been ) (a “Full Release”) and does not revoke the Release as provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or providedtherein, the Company shall timely pay or provide to the Executive the following:
(i) The Company shall, subject to the provisions of Section 4, pay the Executive as severance pay the following cash amounts:
(A) A single sum on the 60th day following the date of the Executive’s Separation from Service (as that term is defined in the Executive’s Key Executive Employment and Severance Agreement) an amount equal to the product of two times the Annual Cash Compensation (as defined below); and
(B) If the Executive will not receive a bonus with respect to the fiscal year in which such termination occurs under the bonus plan then in effect solely as a result of the Executive’s termination, a pro rata bonus payment for the fiscal year in which the termination occurs in an amount equal to the bonus (if any) that the Executive would have received (based on achievement of actual performance goals, but determined without regard to any other amounts or benefits required to be paid or provided or discretionary negative adjustments) had he remained employed through the entire fiscal year multiplied by a fraction representing the portion of the fiscal year through the termination date during which the Executive is eligible to receive served the Company, payable at the same time that the bonus would have been paid had the Executive remained in employment; and
(ii) During the period ending on the earlier of (A) twenty-four (24) months following the date of the Executive’s termination Separation from Service or (B) the date the Executive becomes employed on a substantially full-time basis, the Company shall make available to the Executive coverage under the Company’s medical, dental and life insurance (but not short or long term disability) plans on the same terms as such plans are made available to the Company’s salaried employees generally; provided that any period of employment under continued medical and dental coverage pursuant to this provision shall be credited against (reduce) the maximum period of continuation coverage that the Executive (or any planother qualified beneficiary with respect to the Executive) is permitted to elect in accordance with COBRA or any successor provision thereto; and provided further that, programif provision of any such health benefits would subject the Company or its benefits arrangements to a penalty or adverse tax treatment, policy, practice, contract or agreement then the Company shall provide a cash payment to Employee in an amount reasonably determined by the Company to be equivalent to the portion of the COBRA premiums that the Company and its affiliated companies (would have paid for such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)benefits.
Appears in 2 contracts
Sources: Severance Agreement (Oshkosh Corp), Severance Agreement (Oshkosh Corp)
Termination Without Cause or for Good Reason. If the Executive’s 's employment with the Company Companies is terminated by the Company Companies (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control DateReason, then the Executive shall be entitled to the following benefits:
(i) the Company AWHI shall pay to the Executive the following amounts:
(1) in a lump sum, sum in cash, cash within 30 days after the Termination Date (as defined in Section 5) the aggregate of Termination, the following amounts: the sum of (A) the Executive’s 's base salary through the Termination Date of Termination(to the extent not previously paid), (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a pro rata current year bonus amount (calculated by dividing fraction, the numerator of which is the number of full and partial months of days in the current fiscal year in which the Executive is employed through the Date of Termination by 12Date, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years)denominator of which is 365, and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), ) and (C) shall be hereinafter referred to as the “"Accrued Obligations”"); and
and the amount equal to (2A) in a lump sum, in cash, within 30 days after the Date of Termination, three multiplied by (B) the sum of (Ax) three times the Executive’s highest 's annual base salary at in effect on the Company during the three-year period prior to the Change in Control Termination Date and (By) the average bonus paid for the three times fiscal years immediately preceding the Executive’s highest annual bonus amount at fiscal year during which the Company during the three-year period prior to the Change in Control DateTermination Date occurs;
(ii) for 36 12 months after the Date of TerminationTermination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company Companies shall continue to provide benefits to the Executive and the Executive’s 's family at least equal to those which would have been provided to them if the Executive’s 's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Termination Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company AWI and its AWHI and their affiliated companies; providedPROVIDED, however, that neither AWI nor AWHI shall be obligated to continue any benefits which cannot be continued for terminated employees of the Companies; and PROVIDED, FURTHER, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of substantially equivalent benefits (e.g.under another employer-provided plan, health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Companyfamily, then the Company Companies shall no longer be required to provide those particular the benefits to the Executive and his or her family; anddescribed in this clause (ii);
(iii) to the extent not previously paid or provided, the Company Companies shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s 's termination of employment under any plan, program, policy, practice, contract or agreement of the Company Companies and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”");
(iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Companies until 12 months after the Termination Date; and
(v) notwithstanding any provisions of any stock incentive or option plan or individual stock option agreement to the contrary, effective upon the Termination Date, each outstanding option to purchase shares of Common Stock of AWI then held by the Executive shall become (to the extent it is not already) immediately exercisable in full.
Appears in 2 contracts
Sources: Executive Employment Agreement (Arch Wireless Inc), Executive Employment Agreement (Arch Wireless Inc)
Termination Without Cause or for Good Reason. 4.2.1. If the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability ceases due to a termination by the Company without Cause or Death) or a resignation by the Executive for Good Reason within 24 months following the Change Reason, then, in Control Date, then the Executive shall be entitled addition to the following benefits:
payments and benefits provided for in Section 4.1 above and subject to Section 8 below: (ia) the Company shall will pay to the Executive on the following amounts:
(1) in date of such termination a lump sum, in cash, within 30 days after the Date of Termination, cash amount equal to the sum of (Ai) one year of the Executive's Base Salary as in effect on such date, and (ii) the Executive’s base salary through target Annual Bonus amount applicable for the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal calendar year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A)termination occurs, (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iiib) to the extent not previously paid or providedpaid, the Company shall timely will pay or provide to the Executive any other amounts or benefits required Annual Bonus payable with respect to be paid or provided or which a calendar year that ended prior to that termination, and (c) all outstanding stock options then held by the Executive is eligible (including the Stock Option) will immediately become vested and exercisable with respect to receive that number of additional shares of the Company's common stock with respect to which such stock options would have become vested and exercisable had the Executive remained continuously employed by the Company for an additional 12 months following his termination of employment and will remain exercisable for 12 months following the Executive’s 's termination of employment; provided that if the Company's obligation to make the payments provided for in this Section 4.2.1 arises due to a termination of the Executive's employment under any plandue to his death or Disability (as defined below), programthe cash payments described in clauses (a) and (b) of this Section 4.2.1 will be offset by the amount of benefits paid to the Executive (or his representative(s), policyheirs, practiceestate or beneficiaries) pursuant to the life insurance or long-term disability plans, contract policies or agreement arrangements of the Company and its affiliated companies by virtue of his death or that Disability (including, for this purpose, only that portion of such other amounts and life insurance or disability benefits shall be hereinafter referred to as funded by the “Other Benefits”Company or by premium payments made by the Company).
4.2.2. For purposes of this Agreement, the Executive's employment will be deemed to have been terminated without "Cause" if his employment is terminated as a result of his death or Disability or is terminated by the Company other than as a result of fraud, embezzlement, or any other illegal act committed intentionally by the Executive in connection with the commencement of his employment or the performance of his duties as an officer or director of the Company. For purposes of this Agreement, "Disability" means the Executive's inability, by reason of any physical or mental impairment, to substantially perform his regular duties as contemplated by this Agreement, as determined by the Board in its sole discretion (after affording the Executive the opportunity to present his case), which inability is reasonably contemplated to continue for at least one year from its commencement and at least 90 days from the date of such determination.
Appears in 2 contracts
Sources: Employment Agreement (Neose Technologies Inc), Employment Agreement (Neose Technologies Inc)
Termination Without Cause or for Good Reason. (a) If at any time during the Term (1) Executive’s 's employment with the Company is terminated by the Company (for any reason other than for Cause, Disability Cause or Deaththe death or disability of Executive or (2) or Executive's employment is terminated by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:(as hereinafter defined):
(i) Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the Company shall pay date of such termination plus a lump sum cash payment equal to the Executive the following amounts:
greater of (1x) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary 's then current Base Salary through the Date end of Termination, the Term plus (B) a pro rata current year bonus an amount equal to the average the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years (calculated or, if Executive has been employed by dividing the Company for less than three years, the number of full calendar years the Executive has been employed by the Company) multiplied by Executive's then current Base Salary ("Average Bonus") and partial months further multiplied by a fraction, the denominator of which is 365 and the numerator of which is the number of days in the calendar year that expired prior to termination of employment and (y)
(A) Executive's then current annual Base Salary plus (B) an amount equal to the Average Bonus. The portion of the current fiscal year lump sum cash payment contemplated by the preceding sentence that represents Executive's Base Salary shall be discounted from the dates that the Base Salary would have been payable in accordance with Company's regular payroll practices at the time of termination during the relevant period following termination to present value on the date of payment at a discount rate equal to 200 basis points plus the London Interbank Offered Rate for a one month period set forth in The Wall Street Journal (the "WSJ") on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published; provided, however, if the Executive is employed through entitled to the Date of Termination by 12, and multiplying this fraction by the highest annual bonus lump sum payment amount paid to Executive set forth in the preceding three years)sentence, and (C) any accrued vacation payby written notice to the Company within ten days of such termination, Executive may elect to receive his Base Salary included in the computation of such lump sum payment in accordance with the Company's regular payroll practices during the relevant period following termination rather than as part of such lump sum payment, in each case to the extent which event, such periodic payments of Base Salary shall not previously paid (the sum of the amounts described be discounted as provided in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Datethis sentence;
(ii) Executive shall be entitled for 36 months after the Date of Termination, or such longer period as may be provided by the terms balance of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date Term or, if more favorable the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company's expense medical benefits coverage for Executive and Executive's spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or her family, in effect generally they may have to continue coverage at any time thereafter with respect to other peer executives his or their sole expense as are then accorded under COBRA for the COBRA coverage period following the expiration of the period, if any, during which Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from paid such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her familyexpense; and
(iii) Anything to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive contrary in any other amounts existing agreement or benefits required document notwithstanding, each outstanding stock grant and stock option granted to be paid Executive before, on or provided after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or which after the Executive is eligible date hereof, such NQSO shall remain exercisable until the earlier of (i) the later of 180 days after the termination of Executive's employment pursuant to receive this Section or the period following the Executive’s termination of Executive's employment under any planfor the reason set forth in this Section that is set forth in the relevant stock option agreement, programor (ii) the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, policy, practice, contract on or agreement after the date hereof shall be governed by the terms of the Company relevant ISO Agreement. Vesting and its affiliated companies (such other amounts and benefits rights with respect to future stock grants shall be hereinafter referred to as governed by the “Other Benefits”)plans or terms under which they may be granted.
Appears in 1 contract
Sources: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. If In the Executive’s event that your employment with the Company hereunder is terminated (x) by the Company (other than for Causedeath, Disability for disability in accordance with Section 9(b), for Cause in accordance with Section 9(c), or Deathpursuant to a notice of non-extension in accordance with Section 2), or (y) or by the Executive you for Good Reason within 24 months following the Change in Control Dateaccordance with Section 9(e), then the Executive you shall be entitled to receive the following benefitsbenefits provided, except as set forth in Section 10(b)(i) and 10(b)(v) below, that you execute, and do not revoke, a mutual release that is in substantially the form attached hereto as Exhibit B:
(i) the Company shall pay to the Executive the following amounts:benefits described in Section 10(a) (you will receive these benefits regardless of whether you execute a release);
(1ii) in a lump sumsubject to your not having materially breached the provisions of Section 5, which breach has not been fully cured (if capable of cure) on fifteen days’ notice to you from the Company requesting cure, continued payment of your Base Salary through the first anniversary of the Termination Date; provided that, in cash, within 30 days after the Date event that such termination of Termination, the sum of your employment is either (Ax) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus Company in anticipation of a Change in Control or (y) by either Party upon the occurrence of, or within 13 months following, a Change in Control, then you shall instead receive a prompt lump-sum payment amount paid equal to Executive two times your annualized Base Salary;
(iii) subject to your not having materially breached the provisions of Section 5, which breach has not been fully cured (if capable of cure) on fifteen days’ notice to you from the Company requesting cure, in the preceding three yearsevent that such termination of your employment is either (x) by the Company in anticipation of a Change in Control or (y) by either Party upon the occurrence of, or within 13 months following, a Change in Control, then you shall receive a prompt lump-sum payment equal to two times your target Bonus for the calendar year of termination (i.e., forty percent of your annualized Base Salary);
(iv) each of your outstanding stock options shall, and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum vesting or exercisability depends solely on your continued employment, become fully vested, and fully exercisable, as of the amounts described in clauses Termination Date (A)provided that, (B)for avoidance of doubt, and (Cthe Second Tranche for 500,000 shares granted pursuant to Section 2(c) shall of Exhibit A attached hereto shall, for purposes of this Section 10, be hereinafter referred deemed not to as the “Accrued Obligations”vest or become exercisable based solely on your continued employment); and
(2v) in a lump sumeach of your outstanding stock options shall, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, extent that it is or such longer period becomes exercisable as may be provided by the terms of the appropriate planTermination Date, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, remain exercisable in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives its terms (you will receive these benefits regardless of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive whether you execute a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”release).
Appears in 1 contract
Sources: Employment Agreement (Genta Inc De/)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a pro rata current year bonus amount (calculated by dividing fraction, the numerator of which is the number of full and partial months of days in the current fiscal year in which the Executive is employed through the Date of Termination by 12Termination, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, amount equal to (A) one multiplied by (B) the sum of (Ax) three times the Executive’s highest annual base salary at the Company during the threefive-year period prior to the Change in Control Date and (By) three times the Executive’s highest annual bonus amount at the Company either during the three-current fiscal year period (actual and projected) of the Change in Control date, or the last fiscal year prior to the Change in Control Date;date, whichever is highest.
(ii) for 36 18 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or his/her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or his/her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or his/her family; and;
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); and
(iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 18 months after the Date of Termination.
Appears in 1 contract
Termination Without Cause or for Good Reason. If the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s 's base salary through the Date of TerminationTermination (to the extent not previously paid), (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a pro rata current year bonus amount (calculated by dividing fraction, the numerator of which is the number of full and partial months of days in the current fiscal year in which the Executive is employed through the Date of Termination by 12Termination, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years)denominator of which is 365, and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), ) and (C) shall be hereinafter referred to as the “"Accrued Obligations”"); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, amount equal to (A) |_||_||_||_||_||_| (change to appropriate number) multiplied by (B) the sum of (Ax) three times the Executive’s highest 's annual base salary at the Company during the three-year period prior to in effect on the Change in Control Date and (By) the average bonus paid for the three times calendar years immediately preceding the Executive’s highest annual bonus amount at the Company calendar year during the three-year period prior to which the Change in Control Date;Date occurs.
(ii) for 36 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s 's family at least equal to those which would have been provided to them if the Executive’s 's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of substantially equivalent benefits (e.g.under another employer-provided plan, health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Companyfamily, then the Company shall no longer be required to provide those particular the benefits to the Executive and his or her family; anddescribed in this clause (ii);
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s 's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); and
(iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.
Appears in 1 contract
Termination Without Cause or for Good Reason. If the ExecutiveEmployee’s employment with the Company is terminated by the Company (other than for Cause, Disability or Deathdeath) or by the Executive Employee for Good Reason within 24 months following Reason, in each case during the Change Term of this Agreement other than during the period described in Control DateSection IV.B, then the Executive Employee shall be entitled to the following benefits, provided that the Employee signs and does not revoke a release of claims with the Company in a form acceptable to the Company (the “Release”) within the period required by the Release and in no event later than fifty-two (52) days following such termination, inclusive of any revocation period set forth in the Release:
(i) 1. Subject to Section VIII.J, the Company shall pay to the Executive the following amounts:
(1) Employee in a lump sum, sum in cash, on or after the date the Release becomes effective and within 30 sixty (60) days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial 24 months of the current fiscal Employee’s annual base salary for the calendar year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); andoccurs.
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 . For 24 full calendar months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive Employee (other than any benefits under the executive bonus plan, the Company 401(k) Savings Plan, the 2005 Long Term Retention Plan or the 2008 Performance-Based Incentive Plan) and the ExecutiveEmployee’s family at least equal to those which would have been provided to them if the ExecutiveEmployee’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive Employee and his or her family, in effect generally at any time thereafter with respect to other peer executives employees of the Company and its affiliated companiesCompany; provided, however, that if the Executive Employee becomes reemployed with another employer and is eligible to receive a particular type of comparable life, medical, dental, health, and accident or disability insurance benefits (e.g.under another employer-provided plan, health insurance benefits) from such employer on terms at least as favorable to the Executive Employee and his or her family as those being provided by the Companyfamily, then the Company benefits described in this clause (2) shall no longer be required to provide those particular benefits reduced to the Executive extent such other benefits are available to the Employee and his or her family; andand provided further that the benefits set forth in this clause (2) are intended to be exempt from section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) (“Section 409A”), as set forth in U.S. Treasury Regulation section 1.409A-1(b)(9), and shall be provided in a manner that complies with such intent.
(iii) to 3. To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive Employee any other amounts or benefits required to be paid or provided or which the Executive Employee is eligible to receive following the ExecutiveEmployee’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Appears in 1 contract
Termination Without Cause or for Good Reason. If the Executive’s Employee's employment with the Company is terminated by the Company (other than for Cause, Disability or Deathdeath) or by the Executive Employee for Good Reason within 24 12 months following the Change in Control Date, then then, subject to Section 4.4 below, the Executive Employee shall be entitled to the following benefits:
(i) the Company shall pay to the Executive Employee in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s Employee's base salary through the Date of Termination, Termination and (B) a pro rata current year bonus the amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction any compensation previously deferred by the highest annual bonus payment amount paid to Executive in the preceding three years), Employee (together with any accrued interest or earnings thereon) and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), ) and (B), and (C) shall be hereinafter referred to as the “"Accrued Obligations”"); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of amount equal to (A) three times 2.0 multiplied by (B) the Executive’s Employee's highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the threetwo-year period prior to the Change in Control Date;, the average of the Employee's last 2 annual bonus amounts received or the Employee's existing bonus target or the Employee's existing bonus guarantee whichever of the three (3) bonus scenarios is higher and any cost of living payments existing at the time of the Change in Control Date.
(ii) for 36 24 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive Employee and the Executive’s Employee's family at least equal to those which would have been provided to them if the Executive’s Employee's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive Employee and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesCompany; provided, however, that if the Executive Employee becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive Employee and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive Employee and his or her family; and;
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive Employee any other amounts or benefits required to be paid or provided or which the Executive Employee is eligible to receive following the Executive’s Employee's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); and
(iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Employee for retiree benefits to which the Employee is entitled, the Employee shall be considered to have remained employed by the Company until 24 months after the Date of Termination.
Appears in 1 contract
Sources: Separation Agreement (Nitromed Inc)
Termination Without Cause or for Good Reason. 4.2.1. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability ceases due to a termination by the Company without Cause or Death) or a resignation by the Executive for Good Reason within 24 months following the Change Reason, then, in Control Date, then the Executive shall be entitled addition to the following benefits:
payments and benefits provided for in Section 4.1 above and subject to Section 8 below: (ia) the Company shall will pay to the Executive on the following amounts:
(1) in date of such termination a lump sum, in cash, within 30 days after the Date of Termination, cash amount equal to the sum of (Ai) one year of the Executive’s base salary through Base Salary as in effect on such date, and (ii) the Date of Termination, (B) a pro rata current year bonus target Annual Bonus amount (calculated by dividing applicable for the number of full and partial months of the current fiscal calendar year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A)termination occurs, (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iiib) to the extent not previously paid or providedpaid, the Company shall timely will pay or provide to the Executive any other amounts or benefits required Annual Bonus payable with respect to be paid or provided or which a calendar year that ended prior to that termination, (c) all outstanding stock options then held by the Executive is eligible (including the Stock Option) will immediately become vested and exercisable with respect to receive that number of additional shares of the Company’s common stock with respect to which such stock options would have become vested and exercisable had the Executive remained continuously employed by the Company for an additional 12 months following his termination of employment and will remain exercisable until the end of the calendar year in which such options would have otherwise expired (or, if later, 2 1/2 months following the date such options would have otherwise expired), and (d) the Company will pay to the Executive the additional amount, if any, payable pursuant to Section 7 below; provided that if the Company’s obligation to make the payments provided for in this Section 4.2.1 arises due to a termination of the Executive’s termination employment due to his death or Disability (as defined below), the cash payments described in clauses (a) and (b) of employment under any planthis Section 4.2.1 will be offset by the amount of benefits paid to the Executive (or his representative(s), programheirs, policyestate or beneficiaries) pursuant to the life insurance or long-term disability plans, practice, contract policies or agreement arrangements of the Company and its affiliated companies by virtue of his death or that Disability (including, for this purpose, only that portion of such other amounts and life insurance or disability benefits shall be hereinafter referred to as funded by the “Other Benefits”Company or by premium payments made by the Company).
4.2.2. For purposes of this Agreement, the Executive’s employment will be deemed to have been terminated without “Cause” if his employment is terminated as a result of his death or Disability or is terminated by the Company other than as a result of fraud, embezzlement, or any other illegal act committed intentionally by the Executive in connection with his employment or the performance of his duties as an officer or director of the Company. For purposes of this Agreement, “Disability” means the Executive’s inability, by reason of any physical or mental impairment, to substantially perform his regular duties as contemplated by this Agreement, as determined by the Board in its sole discretion (after affording the Executive the opportunity to present his case), which inability is reasonably contemplated to continue for at least one year from its commencement and at least 90 days from the date of such determination.
Appears in 1 contract
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company Employer and its Affiliates is terminated during the Employment Period by the Company (other than for Cause, Disability or Death) Employer without Cause or by the Executive for Good Reason within 24 months following Reason, the Change in Control Date, then the Employer shall provide Executive shall be entitled to with the following payments and benefits:
(i) the Company shall pay to the Executive the following amounts:
(1) contingent upon the effectiveness of a general release of claims in a lump sumform and substance satisfactory to the Employer which is executed within forty-five (45) days of the date of such Separation, in cash, within 30 days after the Date of Termination, the sum of (A) Base Salary continuation during the Executive’s base salary through period commencing on the Date of Termination, sixtieth (B60th) a pro rata current year bonus amount (calculated by dividing date following such Separation and ending on the number of full and partial months of the current fiscal year in which the Executive date that is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
two (2) in years thereafter (with the first payment to include a lump sum, in cash, within 30 days after catch-up for any payroll dates between the Date date of Termination, such Separation and the sum date of (Asuch first payment) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the threesolely if such Separation occurs within twenty-year period prior to the four (24) months following a Change in Control Date;
(ii) for 36 months after as defined in the Date of TerminationBravo Brio Group, or such longer period Inc. Stock Incentive Plan (as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date ordate hereof)), if more favorable twenty-four (24) monthly payments equal to the amount it would cost Executive for the monthly COBRA premiums for Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives Executive’s eligible dependents based on Executive’s coverage under the Company’s applicable plans as of the termination date, with each monthly payment to be reduced by the amount that an active employee would be required to pay for such coverage under the applicable Company plans for such month, with such payments to commence on the sixtieth (60th) date following such Separation and its affiliated companiesto end on the date that is twenty-four (24) months after such Separation (and with the first payment to include the first two monthly installments); provided, however, that the amounts payable under this clause (B) shall cease earlier if the and when Executive becomes reemployed with another employer and is eligible to receive participate in the health plan of a particular type of benefits subsequent employer;
(e.g., health insurance benefits2) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her familyany accrued but unpaid Base Salary; and
(iii3) any accrued and vested benefits under any employee benefit plan of the Employer or its Affiliates in which Executive was participating immediately prior to such Separation, such benefits to be provided in accordance with the terms of the applicable employee benefit plan; provided that in no event shall Executive be entitled to receive any payment for accrued but unused vacation time. Notwithstanding the foregoing, if Executive breaches any of the provisions of Section 2, Section 3 or Section 4 hereof, any and all remaining payments payable pursuant to Section 1(d)(i)(1) shall be immediately forfeited. Notwithstanding anything herein to the extent contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder, and a payment or benefit provided for in this Section 1(d) would be subject to additional tax under Code Section 409A if the payment or benefit is paid within six months of Executive’s Separation, then such payment or benefit required under this Agreement shall not previously be paid (or providedcommence) until the first day which is six (6) months after Executive’s Separation. In such case, the Company any payments that would otherwise have been made during such period shall timely pay or provide be made to Executive in a lump sum (without interest) as soon as administratively feasible subsequent to the Executive any other amounts or benefits required to be paid or provided or which the Executive date that is eligible to receive following the six (6) months after Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Separation.
Appears in 1 contract
Sources: Employment Agreement (Bravo Brio Restaurant Group, Inc.)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay terminate the Executive’s employment without Cause, (ii) the Company shall fail to renew this Agreement at the end of the Initial Term or any Extension Term, or (iii) the Executive the following amountsshall terminate his employment for Good Reason, then:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) The Company shall pay the Executive’s base salary Executive (x) his Base Salary through the Date of TerminationTermination at the rate in effect at the time Notice of Termination is provided, (By) all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any compensation plan or program of the Company, at the time such payments are due and (z) a pro rata current year bonus amount (calculated by dividing the number of full and partial months portion of the current Bonus that would have been payable to the Executive with respect to the fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by occurs had the highest annual bonus payment amount paid to Executive in Executive’s employment not terminated at the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”)time such Bonus would otherwise have become payable; and
(2B) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of The Company shall also (Ax) three times continue to pay to Executive the Executive’s highest annual base salary Base Salary at the Company rate in effect at the time Notice of Termination is provided during the three18-year period prior to months immediately following such termination of employment (the Change in Control Date and (B“Continuation Period”) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on Company’s customary payroll practices (but not less frequently than monthly) and (y) pay Executive an aggregate amount equal to the Measurement Date orproduct of (i) the amount of the Executive’s Bonus, if more favorable to the Executive and his or her familyany, in effect generally at any time thereafter payable with respect to other peer executives the Company’s fiscal year immediately preceding the time Notice of Termination is provided and (ii) 1.5, payable in equal monthly installments during the Company and its affiliated companiesContinuation Period; provided, however, that if no payment shall be made pursuant to this Section 11(d)(B) following the date the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g.first violates any covenant contained in Section 14, health insurance benefits) from such employer on terms at least as favorable to the Executive and his 15 or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family16; and
(iiiC) The Company shall, on terms and conditions substantially comparable to those in effect at the extent not previously paid or time Notice of Termination is provided, (x) continue coverage for the Executive under the Company’s life insurance, medical, health, disability and similar welfare benefit plans (or, if continued coverage is barred under such plans, the Company shall timely pay or provide to the Executive substantially similar benefits) for the Continuation Period, and (y) provide the benefits which the Executive would have been entitled to receive pursuant to any supplemental retirement plan maintained by the Company had his employment continued at the rate of compensation specified herein for the Continuation Period. Benefits otherwise receivable by the Executive pursuant to clause (x) of this Subsection 11(d)(C) shall be reduced to the extent comparable benefits are actually received by the Executive from a subsequent employer (at such subsequent employer’s expense) during the Continuation Period, and the Executive shall report any such benefits actually received to the Company, and
(D) Notwithstanding any other amounts provision of this Agreement, if it is reasonably determined by the Company’s independent auditors that any payment, option vesting or benefits other benefit that is paid, accelerated or provided pursuant to the terms of this Agreement or otherwise in connection with any Change in Control (collectively a “Payment”) would result in an “excess parachute payment” within the meaning of Code Section 280G(b)(1) being made to the Executive, then the amount of such Payment shall be reduced to an amount equal to the maximum amount which would not result in such an “excess parachute payment” being made to the executive. To the extent that any Payment is required to be paid reduced pursuant to the immediately preceding sentence (a) any cash portion of such Payment shall first be reduced (if necessary, to zero) and (b) the non-cash portion of such Payment shall next be reduced (if necessary, to zero). For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) the Company sells or provided otherwise disposes of all or which substantially all of its assets, except for a sale or disposition to Executive or an entity controlled, directly or indirectly, by Executive; or (ii) any person or related group of persons, other than any affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Partners, L.P., acquires, directly or indirectly, more than 50% of the Executive is eligible to receive following voting shares of stock of the Executive’s termination Company, other than as a result of employment under any plan, program, policy, practice, contract or agreement a public offering of the securities of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to registered under the Securities Act of 1933, as the “Other Benefits”)amended.
Appears in 1 contract
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company ceases due to a termination by the Company without Cause (other than for Cause, Disability or Deathas defined below) or a resignation by the Executive for Good Reason within 24 months following the Change in Control Date(as defined below), then the Executive shall will be entitled to the following benefitsto:
(i) 1.1.1. payment of all accrued and unpaid Base Salary through the Company shall pay to the Executive the following amounts:date of such cessation;
(1) in 1.1.2. a lump sum, in cash, within 30 days after the Date sum severance payment of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months $50,000; and
1.1.3. monthly reimbursement of the current fiscal year in which the applicable premium payable for COBRA continuation coverage for Executive is employed through the Date of Termination by 12(and, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period covered immediately prior to the Change date of such cessation, her eligible dependents) for a period equal to 12 months. Except as otherwise provided in Control Date this Section 1.1, all compensation and (B) three times benefits will cease at the time of such cessation and the Company will have no further liability or obligation by reason of such cessation. The payments and benefits described in this Section 1.1 are in lieu of, and not in addition to, any other severance arrangement maintained by the Company. Notwithstanding any provision of this Agreement, the payments and benefits described in Section 1.1 are conditioned on Executive’s highest annual bonus amount at the Company during the three-year period prior execution and delivery to the Change in Control Date;
(ii) for 36 months after the Date Company, within 45 days following her cessation of Terminationemployment, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives a general release of claims against the Company and its affiliated companies; provided, however, that if affiliates in such form as the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits Company may reasonably require (e.g., health insurance benefits) from such employer on terms at least as favorable the “Release”). Subject to the Executive “Section 409A Compliance” section of the Agreement to which this Appendix is attached, and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent Release is not previously paid or providedrevoked, the Company shall timely pay or provide to the Executive any other amounts or severance benefits required described herein will begin to be paid or provided or which (x) 15 days after the Executive is eligible to receive Release has been delivered, if the 60-day period following the Executive’s termination cessation of employment under any plandoes not straddle two calendar years; or (y) the later of 15 days after the Release has been delivered or the first regularly scheduled payroll date in the calendar year following the cessation of employment, program, policy, practice, contract or agreement of if the Company and its affiliated companies (60-day period following such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)cessation straddles two calendar years.
Appears in 1 contract
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company Employer and its Affiliates is terminated during the Employment Period by the Company (other than for Cause, Disability or Death) Employer without Cause or by the Executive for Good Reason within 24 months following Reason, the Change in Control Date, then the Employer shall provide Executive shall be entitled to with the following payments and benefits:
(i) the Company shall pay to the Executive the following amounts:
(1) contingent upon the effectiveness of a general release of claims in a lump sum, in cash, form and substance satisfactory to the Employer which is executed within 30 forty-five (45) days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in date of such Separation, Base Salary continuation during the period commencing on the sixtieth (60th) date following such Separation and ending on the date that is two (2) years thereafter (which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid benefit will not be subject to Executive in the preceding three yearsmitigation or offset), and .
(C2) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”)earned but unpaid Base Salary; and
(23) any accrued and vested benefits under any employee benefit plan of the Employer or its Affiliates in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period which Executive was participating immediately prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior such Separation, such benefits to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by in accordance with the terms of the appropriate applicable employee benefit plan; provided that in no event shall Executive be entitled to receive any payment for accrued but unused vacation time (unless required by law). Notwithstanding the foregoing, programif Executive breaches any of the provisions of Section 2, practice Section 3 or policySection 4 hereof, each month the Company any and all remaining Base Salary continuation payments payable pursuant to Section 1(d)(i)(1) shall continue to provide benefits be immediately forfeited. Notwithstanding anything herein to the contrary, if Executive is a “specified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if the payment or benefit is paid within six months of Executive’s family at least equal to those Separation, then such payment or benefit required under this Agreement shall not be paid (or commence) until the first day which is six (6) months after Executive’s Separation (or the 10th day after Executive’s death, if earlier). In such case, any payments that would otherwise have been provided made during such period shall be made to them if Executive in a lump sum (without interest) on the first day after the date that is six (6) months after Executive’s employment had not been terminated, in accordance with Separation (or the applicable Benefit Plans in effect on the Measurement Date or10th day after Executive’s death, if more favorable to the Executive earlier) and his or her family, in effect generally at any time thereafter with respect to all other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits payments shall be hereinafter referred to made as the “Other Benefits”)regularly scheduled.
Appears in 1 contract
Sources: Employment Agreement (Bravo Brio Restaurant Group, Inc.)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Deathdeath) or by the Executive for Good Reason within 24 18 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) the product of (x) the higher of the Executive’s target bonus as in effect immediately prior to the Measurement Date or the Termination Date and (y) a pro rata current year bonus amount (calculated by dividing fraction, the numerator of which is the number of full and partial months of days in the current fiscal year in which the Executive is employed through the Date of Termination by 12Termination, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), denominator of which is 365 and (C) the amount of any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, an amount equal to (a) two multiplied by (b) the sum of (Ax) three times the higher of the Executive’s highest annual base salary at the Company during the three-year period as in effect immediately prior to the Change in Control Measurement Date or the Termination Date and (By) three times the higher of the Executive’s highest annual target bonus amount at the Company during the three-year period as in effect immediately prior to the Change in Control Measurement Date or the Termination Date;.
(ii) for 36 months two years after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide medical, dental and life insurance benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable medical, dental and life insurance Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her the Executive’s family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that (A) if the terms of a medical, dental or life insurance Benefit Plan do not permit continued participation therein by a former employee, then an equitable arrangement shall be made by the Company (such as a substitute or alternative plan) to provide as substantially equivalent a benefit as is reasonably possible and (B) if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health medical insurance benefits) from such employer on terms at least as favorable to the Executive and his or her the Executive’s family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her the Executive’s family; and
and 5/15/08 Officer Form Page 7 of 14 (iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (other than severance benefits) (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Appears in 1 contract
Sources: Executive Change in Control Retention Agreement (Thermo Fisher Scientific Inc.)
Termination Without Cause or for Good Reason. (a) If at any time during the Term (i) Executive’s employment with the Company is terminated (within the meaning of Section 4.8 hereof) by Company for any reason other than Cause or the death or disability of Executive or (ii) Executive’s employment is terminated (within the meaning of Section 4.8 hereof) by Executive for “Good Reason” (as hereinafter defined):
(1) Company shall, on or before Executive’s last day of full-time employment hereunder, pay Executive all amounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but not yet paid to, Executive under this Agreement as of the date of such termination. In addition, subject to subsection (c) below, Company shall pay Executive a lump- sum cash payment equal to the greater of (x) (A) Executive’s then current Base Salary through the end of the Term plus (B) an amount equal to the average of the percentages of Base Salary that were paid to Executive as cash bonuses in each of the last three full calendar years multiplied by Executive’s then current Base Salary (the “Average Bonus”) and further multiplied by a fraction, the denominator of which is 365 and the numerator of which is the number of days in the calendar year that expired prior to termination of employment and (y) two times (A) Executive’s then current annual Base Salary plus (B) an amount equal to the Average Bonus. The portion of the lump-sum cash payment contemplated by the Company preceding sentence that represents Executive’s Base Salary shall be discounted from the dates that the Base Salary would have been payable – at the time of termination during the relevant period following termination in accordance with Company’s regular payroll practices – to present value on the date of payment at a discount rate equal to 200 basis points plus the London Interbank Offered Rate for a one-month period set forth in the WSJ on the date of termination of employment or, if the WSJ is not published on such date, the first day following such termination on which the WSJ is published.
(other than for Cause, Disability or Death2) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled for the balance of the Term or, if the balance of the Term is less than one year, for a period of 12 months, to continue to receive at Company’s expense medical benefits coverage for Executive and his spouse and dependents (if any) if and to the extent Company was paying for such benefits to Executive and his spouse and dependents at the time of such termination. Executive and his spouse and dependents shall be entitled to such rights as he or they may have to continue coverage at his or their sole expense as are then accorded under COBRA for the COBRA coverage period following benefits:the expiration of the period, if any, during which Company paid such expense.
(3) Anything to the contrary in any other existing agreement or document notwithstanding, each outstanding stock grant and stock option granted to Executive before, on or after the date hereof shall become immediately vested and exercisable on the date of such termination, and, with respect to each outstanding NQSO granted to Executive before, on or after the date hereof, such NQSO shall remain exercisable until the earlier of (i) the Company shall pay to the Executive the following amounts:
(1) in a lump sum, in cash, within 30 later of 180 calendar days after the Date termination of Termination, the sum of (A) the Executive’s base salary through employment pursuant to this Section or the Date period following the termination of Termination, (B) a pro rata current year bonus amount (calculated by dividing Executive’s employment for the number of full and partial months of the current fiscal year reason set forth in which the Executive this Section that is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive set forth in the preceding three years)relevant stock option agreement, and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
or (ii) for 36 months the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the Date of Termination, or such longer period as may date hereof shall be provided governed by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive relevant ISO agreement. Vesting and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter other rights with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided future stock grants shall be governed by the Company, then the Company shall no longer plans or terms under which they may be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)granted.
Appears in 1 contract
Sources: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. If In the event that Executive’s employment with the Company under this Agreement is terminated by the Company (other than for Cause, Disability or Death) without Cause or by the Executive for Good Reason within 24 months following during the Change in Control Date, then the Executive shall be entitled to the following benefitsTerm of Employment:
(i) the Company shall pay or provide to Executive the Accrued Obligations at the times, and subject to the same conditions, as provided in Section 9(a) hereof;
(ii) subject to Executive’s signing (and not revoking) a general release of claims in the form attached hereto as Exhibit A (with such changes as may be necessary for changes in applicable law) within twenty-one (21) days or forty-five (45) days, which ever period is required under ADEA (as defined in Exhibit A) following such termination (the “Release”):
(A) the Company shall pay Executive the following amounts:Pro Rata Bonus at such time as the Bonus would have normally been paid pursuant to Section 4(b) hereof in respect of the year in which such termination occurred;
(1B) in a lump sum, in cash, within 30 sixty (60) days after following the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid Company shall pay to Executive in the preceding three years), and (C) any accrued vacation pay, in each case a lump sum severance payment equal to the extent not previously paid (the sum of the amounts described in clauses Base Salary and target Bonus; provided that if Date of Termination occurs provided, that, if the termination of your employment occurs less than sixty (A)60) days preceding the end of a calendar year and the effective date of the Release would occur before January 1 of the subsequent calendar year, (B), and (C) payment shall be hereinafter referred to as the “Accrued Obligations”)made on January 2 of such subsequent calendar year; and
(2C) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during shall pay the three-year period costs of continued group life, medical, dental, and vision insurance coverage for Executive and his dependents under the plans and programs in which Executive participated immediately prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided materially equivalent plans and programs maintained by the terms Company in replacement thereof, for a period of twelve (12) months following the appropriate planDate of Termination (the “Coverage Period”); provided, programthat in the event the medical, practice or policydental, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those vision plans under which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his dependents were receiving benefits immediately prior to the Date of Termination, or her familyany applicable replacement plan or program, is not fully-insured, then in effect generally at any time thereafter with respect to other peer executives lieu of the Company foregoing, if Executive timely elects coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and its affiliated companies; provided, however, that if timely pays the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from monthly premiums for such employer on terms at least as favorable to the Executive and his or her family as those being provided by the CompanyCOBRA coverage, then the Company shall no longer be required reimburse Executive during the Coverage Period for the amount of such monthly premium that is in excess of the active employee rate (excluding, for purposes of calculating cost, an employee’s ability to provide those particular benefits pay premiums with pre-tax dollars), on a tax grossed-up basis to the Executive and his or her familyextent such monthly premium is taxable to Executive, payable on the first Company payroll date in each month following the Date of Termination; and
(iii) to all outstanding equity awards held by Executive will become fully vested and all stock options and other exercisable awards will become immediately exercisable and will remain exercisable for a period following the extent not previously paid or provided, Date of Termination of (x) ninety (90) days following a termination by Executive for Good Reason and (y) twelve (12) months following a termination by the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)without Cause.
Appears in 1 contract
Sources: Employment Agreement (Aventine Renewable Energy Holdings Inc)
Termination Without Cause or for Good Reason. If the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s 's base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a pro rata current year bonus amount (calculated by dividing fraction, the numerator of which is the number of full and partial months of days in the current fiscal year in which the Executive is employed through the Date of Termination by 12Termination, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “"Accrued Obligations”"); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, amount equal to (A) two multiplied by (B) the sum of (Ax) three times the Executive’s 's highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (By) three times the Executive’s highest annual 's average bonus amount at the Company during payment over the three-year period prior to the Change in Control Date;.
(ii) for 36 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s 's family at least equal to those which would have been provided to them if the Executive’s 's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and;
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s 's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”"); and
(iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 12 months after the Date of Termination.
Appears in 1 contract
Termination Without Cause or for Good Reason. If the ExecutiveEmployee’s employment with the Company is terminated by the Company (other than for Cause, Disability or Deathdeath) or by the Executive Employee for Good Reason within 24 12 months following the Change in Control Date, then then, subject to Section 4.4 below, the Executive Employee shall be entitled to the following benefits:
(i) the Company shall pay to the Executive Employee in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the ExecutiveEmployee’s base salary through the Date of Termination, Termination and (B) a pro rata current year bonus the amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction any compensation previously deferred by the highest annual bonus payment amount paid to Executive in the preceding three years), Employee (together with any accrued interest or earnings thereon) and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), ) and (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of amount equal to (A) three times multiplied by (B) the ExecutiveEmployee’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the threetwo-year period prior to the Change in Control Date;.
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive Employee and the ExecutiveEmployee’s family at least equal to those which would have been provided to them if the ExecutiveEmployee’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive Employee and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesCompany; provided, however, that if the Executive Employee becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive Employee and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive Employee and his or her family; and;
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive Employee any other amounts or benefits required to be paid or provided or which the Executive Employee is eligible to receive following the ExecutiveEmployee’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); and
(iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Employee for retiree benefits to which the Employee is entitled, the Employee shall be considered to have remained employed by the Company until months after the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Nitromed Inc)
Termination Without Cause or for Good Reason. If the -------------------------------------------- Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following during the Change in Control DateTerm, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s 's base salary through the Date of Termination, and (B) a pro rata current year bonus the amount (calculated of any compensation previously deferred by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, (together with any accrued interest or earnings thereon) and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), ) and (B), and (C) shall be hereinafter referred to as the “"Accrued Obligations”"); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of amount equal to (A) three times one-half (1/2) multiplied by (B) the Executive’s 's highest annual base salary at the Company during the three-three year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Effective Date;.
(ii) for 36 six months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s 's family at least equal to those which would have been provided to them if the Executive’s 's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Effective Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes -------- reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and;
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s 's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”");
(iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until six months after the Date of Termination; and
(v) if a Change in Control Date occurs during the Term and on or before the Date of Termination, the Company shall make an additional lump sum payment to the Executive equal to the sum of (A) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (B) one-half multiplied by the Executive's highest annual bonus during the three-year period prior to the Effective Date.
Appears in 1 contract
Sources: Executive Retention Agreement (Network Engines Inc)
Termination Without Cause or for Good Reason. If If, prior to the expiration of the Term, the Executive resigns from his employment hereunder for Good Reason or the Company terminates the Executive’s employment with the Company is terminated by the Company hereunder without Cause (other than for Causea termination by reason of death or Disability), Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control Dateand Section 5.4.3 does not apply, then the Company shall pay or provide the Executive shall be entitled the Amounts and Benefits and, subject to the following benefits:Section 5.4.8: SV\1807016.4
(i) the Company shall pay Subject to the Executive the following amounts:
(1) in a lump sumSection 9.10.2, in cash, within 30 days after the Date of Termination, an amount equal to the sum of (Ax) one and a half times the Base Salary as then in effect (without taking into account any reduction therein that constitutes a basis for Good Reason), whichever is the greater, plus (y) one and a half times the average of the Incentive Bonus the Executive received from the Company for all fiscal years completed during the Term, with the aggregate amount due paid in equal installments on the Company’s normal payroll dates for a period of 12 months from the Date of Termination in accordance with the normal payroll practices of the Company, with each such payment deemed to be a separate payment for the purposes of Code Section 409A (as defined below);
(ii) in the event such resignation or termination occurs following the Company’s first fiscal quarter of any year, a pro rata portion of the Executive’s base salary through Incentive Bonus for the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive’s termination occurs based on actual results for such year (determined by multiplying the amount of such Incentive Bonus which would be due for the full fiscal year, as determined in good faith by the Board, by a fraction, the numerator of which is the number of days during the fiscal year of termination that the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in Company and the preceding three yearsdenominator of which is 365), and paid in accordance with Section 2.2 (C) any accrued vacation payincluding payment timing, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued ObligationsPro Rata Bonus”); and
(2iii) in a lump sum, in cash, within 30 days after the continuation of all benefits for 24 months from the Date of Termination. In addition, subject to Section 5.4.8, the sum vesting of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior all unvested stock options and restricted stock previously granted to the Change in Control Date Executive shall be accelerated by 12 months, and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior any such stock options, notwithstanding any provision to the Change contrary in Control Date;
(ii) for 36 months after the option or the plan pursuant to which the option was granted, shall remain exercisable until the earlier of the first anniversary of the Date of Termination, Termination or such longer period as may be provided by the terms original expiration date of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).option. SV\1807016.4
Appears in 1 contract
Termination Without Cause or for Good Reason. If In the event of the Executive’s termination of employment with the Company is terminated by the Company (other than for Cause, Disability or DeathEmployer without Cause pursuant to Section 4(a)(iv) or by the Executive for Good Reason within 24 months following pursuant to Section 4(a)(v), in addition to the Change payments and benefits described in Control Section 5(a) above, the Employer shall, subject to Section 20 and Section 5(c) and subject to the Executive’s execution and non-revocation of a waiver and release of claims agreement in the Employer’s customary form (a “Release”), as of the Release Expiration Date, then the Executive shall be entitled to the following benefits:in accordance with Section 20(c):
(i) the Company shall pay Pay to the Executive an amount equal to twelve (12) months of Annual Base Salary at the following amounts:
(1) rate in a lump sum, in cash, within 30 days after effect immediately prior to the Date of Termination, payable in a single lump sum;
(ii) Pay to the sum Executive an amount equal to the product of (A) the Executive’s base salary through amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable bonus payment date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of full weeks elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (By) a pro rata current year 52. Any amount payable pursuant to this Section 5(b)(ii) shall, subject to Section 20 and Section 5(c), be paid to Executive in accordance with Section 3(b) as if the Executive was still employed on the applicable bonus amount (calculated by dividing the number of full and partial months payment date, but in no event earlier than January 1, or later than December 31, of the current fiscal calendar year immediately following the calendar year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her familyoccurs; and
(iii) If the Executive elects to continue coverage under the extent not previously paid or providedEmployer’s group medical and dental plans in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall timely Employer will pay or provide to the Executive any other amounts or benefits required an amount equal to be paid or provided or which the Executive is eligible to receive following premium cost of the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement coverage and that of the Company and its affiliated companies Executives eligible dependents under those plans for a period of twelve (such other amounts and benefits shall be hereinafter referred to as 12) months (the “Other BenefitsBenefit Continuation Period”), at the same rate the Employer contributed to the Executive’s premium cost of coverage on the Termination Date. The Employer will make such premium contributions by direct deposit to the Executive in a single lump sum payment on the same date as any amount payable to the Executive pursuant to Section 5(b)(i). The Executive must directly pay the full premium costs during the Benefit Continuation Period plus an administrative fee of up to 2% of such premium costs. The Executive acknowledges and agrees that he or she is not an “assistance eligible individual”, as that term is defined in the amendments to COBRA made by the enactment of the American Recovery and Reinvestment Act of 2009.
Appears in 1 contract
Sources: Executive Employment Agreement (Cotiviti Holdings, Inc.)
Termination Without Cause or for Good Reason. 3.2.1. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability ceases due to a termination by the Company without Cause or Death) or a resignation by the Executive for Good Reason within 24 months following the Change in Control Date, then and the Executive shall be entitled executes and does not revoke a general release of claims against the Company in substantially the form attached hereto as Exhibit A to the following benefits:
Company (i) a “General Release”), then, the Company shall will pay to the Executive (i) all accrued but unpaid Base Salary and all accrued and unused vacation days through the following amounts:
date of termination; (1ii) a cash amount equal to the sum of two times the Executive’s Base Salary; (iii) a cash amount equal to two times the Executive’s Average Annual Bonus, with such Average Annual Bonus determined by adding the amounts payable to Executive under the Company’s annual bonus programs for the three full calendar years prior to the year in which such termination of employment occurs and dividing the resulting amount by three (“Average Annual Bonus”); (iv) a lump sumcash payment equal to the Executive’s then target Annual Bonus, multiplied by a fraction, the numerator of which is the number of days in the Company’s fiscal year prior to such termination of employment and the denominator of which is 365; and (v) group health, dental and vision insurance coverage benefits equivalent to those, and on the same tax-free basis as those, to which the Executive would have been entitled if he had continued working for the Company for an additional 18 month period (or if less, until Executive becomes covered under comparable plans of another employer), after which period COBRA and/or Cal-COBRA shall become available to the Executive such that the end of the first 18-month period will be the COBRA “qualifying event” for Executive and his eligible dependents. In addition to the foregoing, in cashthe event of such termination of employment, within 30 days after (i) any options to purchase the common stock of the Company previously granted to the Executive and not otherwise vested shall be fully vested as of the date of the Executive’s termination of employment; (ii) any “at-the-money” or “underwater” option grants as of the Effective Date of Termination, will have a post-termination exercise period extending through the sum earliest of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment employment, (B) their original expiration date, or (C) such shorter period as does not result in any adverse tax consequences to the Executive under any plan, program, policy, practice, contract or agreement Section 409A of the Company and its affiliated companies Internal Revenue Code of 1986, as amended (such other amounts and benefits shall be hereinafter referred to as the “Other BenefitsCode”); (iii) any of Executive’s stock options that, as of the Effective Date, have a per share exercise price that is less than the closing trading price of the Company’s common stock on the Effective Date shall have a post-termination exercise period extending through the later of (A) two and one-half months beyond, or (B) December 31 following, the three month anniversary of the Executive’s termination of employment (or their original expiration date, if earlier); and (iv) the Executive’s previously granted RSUs shall become vested as to the amount of additional shares the Executive would have been entitled if he had continued working for the Company for an additional 12 month period.
3.2.2. For purposes of this Agreement, “Cause” means, unless the Executive fully corrects the circumstances constituting Cause (provided such circumstances are capable of correction) prior to the date of termination, the Executive:
Appears in 1 contract
Termination Without Cause or for Good Reason. If In the Executive’s employment with the Company event that this Agreement is terminated by either (a) the Company (for any reason other than for Cause, Disability Cause or Death(b) or by the Executive for Good Reason within 24 months Reason, but excluding such a termination following the a Change in Control, Executive shall be entitled to receive a single lump sum payment equal to the sum of the following amounts: (1) the amount of any accrued and unpaid Base Pay then due to Executive and any accrued and unpaid bonus, (2) the value of any accrued and unused vacation, and (3) a single lump sum payment equal to (i) 150% of Executive’s then current Base Pay and (ii) a pro rata portion of Executive’s bonus that would have been earned with respect to the year in which the termination had the Executive remained employed through the end of the performance period based upon the number of months in the year of termination ending on the Date of Termination (assuming for this Article 3.1 that Executive has worked the full month of the month in which the Date of Termination Control Dateoccurs) to the extent the performance goals for the performance period have been achieved, then for any performance periods beginning after January 1, 2009; provided, that, by way of clarification, in no event shall any such payment be made in the event this Agreement is terminated pursuant to Section 2.1. In addition, the Executive shall be entitled to the following benefits:
(i) elect continuation coverage under COBRA during the Severance Period and the Company hereby agrees to pay the premiums for such continuation coverage, (ii) elect health care continuation coverage on substantially the same terms as existed prior to the Date of Termination for an additional eighteen months following the termination of the Severance Period provided that the Executive shall pay to the Company a monthly amount equal to the COBRA premium that would be payable had the Executive been entitled to COBRA coverage under the following amounts:
applicable health care plan, and (1iii) for the duration of the Severance Period, to receive all fringe benefits and perquisites to which he is entitled under this Agreement and which may legally be provided by the Company to non-employees (including without limitation cellular telephone, blackberry (or other PDA) and the car allowance provided for under Article 1.13 of this Agreement, but excluding the housing allowance other than amounts (on a grossed-up basis) necessary to pay lease or rental payments for Executive’s apartment described in a lump sum, in cash, within 30 days after Section 1.12 with respect to any lease existing at the Date of Termination, provided that lease or rental payments shall not exceed the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months duration of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum Severance Period regardless of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms length of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”lease).
Appears in 1 contract
Sources: Employment Agreement (Ev3 Inc.)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Deathdeath) or by the Executive for Good Reason within 24 12 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a pro rata current year bonus amount (calculated by dividing fraction, the numerator of which is the number of full and partial months of days in the current fiscal year in which the Executive is employed through the Date of Termination by 12Termination, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times amount equal to .75 multiplied by the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the threefive-year period prior to the Change in Control Date;.
(ii) for 36 9 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide medical and dental benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans benefit plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesDate; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her [his/her] family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her [his/her] family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Appears in 1 contract
Sources: Executive Retention Agreement (Network Engines Inc)
Termination Without Cause or for Good Reason. If In the event the Executive’s employment with the Company is terminated upon or prior to the Expiration Date (x) by the Company (other than for Cause, Disability Cause or Death(y) or by the Executive for Good Reason within 24 Reason, and Section 8(a) does not apply, the Company shall pay or provide to the Executive (i) the Accrued Amounts; and (ii) subject to Section 9:
(A) subject to Section 25(b), continued payments of Base Salary for twenty-four (24) months following the Change date of termination (the “Severance Payment”) paid in Control Date, then accordance with the Company’s normal payroll policies as if the Executive shall were an employee (but off employee payroll); provided, that unless subject to further delay as set forth in Section 25(b), the first payment of the Severance Payment will made on the sixtieth (60th) day after the date of termination and will include payment of any amounts that would otherwise be entitled to the following benefits:due prior thereto;
(iB) the Pro Rata Bonus; and
(C) subject to Section 25(b) hereof, if the Executive timely elects COBRA Coverage under the Health Plans, the Company shall pay to the Executive monthly an amount equal to the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date difference of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) premium costs for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to COBRA Coverage for the Executive and the Executive’s family dependents minus the applicable active employee rate under the Health Plans (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) being paid by the Executive at least equal to those which would have been provided to them the time of termination of employment, if any, until the earliest of (I) the applicable legally required period of COBRA Coverage, but in no event in excess of thirty-six (36) months from the date of termination, (II) the Executive becoming eligible for medical benefits from a subsequent employer, or (III) the Executive and the Executive’s employment had not been terminateddependents otherwise ceasing to be eligible for COBRA Coverage (the “Termination COBRA Payments”); provided, that unless subject to further delay as set forth in Section 25(b), the first payment of the Termination COBRA Payments will made on the sixtieth (60th) day after the date of termination and will include payment of any amounts that would otherwise be due prior thereto. Following any such termination, all equity awards granted to the Executive shall be governed in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives terms of the Company applicable grant agreements. Payments and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type benefits provided in this Section 7(d) shall be in lieu of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his any termination or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts severance payments or benefits required to be paid or provided or for which the Executive is may be eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as plans, policies or programs of the “Other Benefits”)Company.
Appears in 1 contract
Sources: Executive Employment Agreement (P&f Industries Inc)
Termination Without Cause or for Good Reason. If (a) Subject to and contingent upon Executive’s compliance with this Section 5 and Sections 6 and 7, if during the Term the Company terminates Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability without Cause or Death) or by the Executive terminates his employment for Good Reason within 24 months following the Change in Control DateReason, then the Executive shall will be entitled to receive the following benefits:
(i) the payments and benefits in lieu of any payments or benefits to which Executive would otherwise be entitled under any Company shall pay to the Executive the following amountsseverance or other similar plan or program:
(1) any unpaid Base Salary and any accrued but unused vacation pay through the Termination Date;
(2) a pro rata bonus for the year of termination, calculated by multiplying the Annual Bonus that would have been payable to Executive for the calendar year in which the Termination Date occurs (determined as of the end of that calendar year and payable if and when the Company pays annual bonuses to similarly situated executives who remain employed by the Company) by a fraction, the numerator of which is the number of days in the current calendar year through the Termination Date and the denominator of which is 365;
(3) an amount equal to two times Base Salary;
(4) continued receipt of medical (subject to Section 4.5(b)), dental, vision, basic life, and employee assistance coverage for 24 months after the Termination Date, subject to payment by Executive of the employee cost of those benefits as paid by active employees, but if while receiving benefits under this Section 5.3(a)(4) Executive becomes employed by another employer who provides one or more similar benefits, Executive will so notify the Company and the benefits under the Company’s plan will automatically become secondary to those provided under the new plan;
(5) outplacement services substantially similar to those provided pursuant to the terms of the Company’s severance plan; and
(6) accrued benefits pursuant to the Company’s benefit plans and programs. Notwithstanding anything to the contrary in this Agreement, the Company will have no obligation to pay any amounts or provide any benefits described in this Section 5.3(a) if Executive breaches any of his obligations under Section 6 or 7.
(b) Subject to Section 8.11, the Company will pay the amounts described in Section 5.3(a)(1) within 10 business days after the Termination Date (unless an earlier date is required by law).
(c) Subject to Section 8.11, the Company will pay the amounts and provide the benefits described in Sections 5.3(a)(2) through 5.3(a)(5) only after Executive executes and delivers a general release in the form attached as Exhibit A (or another form that is acceptable to the Company in its sole discretion) (“Release”) that becomes irrevocable according to its terms, within the time periods described below. The Company will pay the amount described in Section 5.3(a)(2) in a lump sumsum and will pay the amount described in Section 5.3(a)(3) in a series of equal installments over a period of 24 months in accordance with the normal payroll practices of the Company. Within 45 days after the Termination Date (the “Delivery Deadline”), Executive must deliver to the Company either an executed Release or a notice stating that Executive has a good faith, bona fide dispute regarding his employment or the termination of his employment with the Company (“Dispute Notice”). If Executive delivers an executed Release by the Delivery Deadline and does not subsequently revoke it, the Company will pay the amount described in Section 5.3(a)(2) at the time that bonuses are paid to similarly situated employees (on or before March 15 of the year following the year in which the relevant services required for payment have been performed). If Executive delivers an executed Release by the Delivery Deadline and does not subsequently revoke it, the Company will pay the first installment of the amount described in Section 5.3(a)(3) at the end of the calendar month in which the 60th day after the Termination Date occurs (but, as permitted by Section 409A of the Code, as defined in Section 8.12, the Company may, in cashits sole discretion, make the first installment of that payment at the end of the calendar month that in which the 30th day after the Termination Date occurs). If Executive delivers a Dispute Notice by the Delivery Deadline, the Company will, as permitted by Section 409A of the Code, pay the amounts described in Sections 5.3(a)(2) and 5.3(a)(3) after the date that the dispute is resolved and an executed Release is delivered and becomes irrevocable in accordance with its terms (the “Resolution Date”). The Company will pay the amount described in Section 5.3(a)(2) at the later of (i) within 30 days after the Date of TerminationResolution Date, but in no event later than the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months end of the current fiscal calendar year in which the Executive is employed through Resolution Date occurs, or (ii) the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount date that bonuses are paid to similarly situated employees. The Company will pay the first installment of the amount described in Section 5.3(a)(3) at the end of the calendar month that follows the calendar month in which the Resolution Date occurs, but in no event not later than the end of the calendar year in which the Resolution Date occurs. Executive in the preceding three years), and (C) any accrued vacation pay, in each case will be deemed to the extent not previously paid (the sum of have waived the amounts described in clauses (A), (BSections 5.3(a)(2) and 5.3(a)(3), and the Company will have no further obligation to pay those amounts if (C1) shall be hereinafter referred Executive fails to as deliver either an executed Release or a Dispute Notice by the “Accrued Obligations”); and
Delivery Deadline, or (2) having so delivered an executed Release, Executive revokes the Release and does not deliver a Dispute Notice by the Delivery Deadline, or (3) having so delivered a Dispute Notice, the dispute is not resolved, or (4) having so delivered a Dispute Notice, the dispute is resolved and Executive fails to deliver an executed Release or revokes the Release once delivered, or (5) having so delivered a Dispute Notice, the dispute is resolved in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (Amanner that terminates any further obligations under Sections 5.3(a)(2) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”5.3(a)(3).
Appears in 1 contract
Sources: Employment Agreement (NewPage CORP)
Termination Without Cause or for Good Reason. If In the event the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) without Cause or by the Executive for Good Reason within 24 months following the Reason, at any time, and, provided no Change in Control Dateshall have occurred, then the Executive Company shall be entitled pay the Executive, in cash, aggregate severance payments equal to the following benefits:
(i) the Severance. The Company shall pay to the Executive any such severance payments due hereunder in twenty four (24) equal monthly payments on the first day of each month following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Terminationsuch termination. In addition, (Ba) a pro rata current year bonus amount (calculated Executive shall have the right to exercise any stock options, long-term incentive awards or other similar awards held by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, him in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his relevant plan documents or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesgrant letter; provided, however, that if to the extent any option or award would expire by its terms within six (6) months following the date of termination, then the Executive becomes reemployed may exercise said option or award until the earlier of (i) six (6) months following the date of termination or (ii) the later of the December 31 of the calendar year in which said option or award would otherwise expire or the fifteenth (15th) day of the third (3rd) month after the option or award would otherwise expire; and (b) the Company shall provide Executive with another employer continuing coverage under the life, disability, accident and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to programs for employees of the Executive Company generally and his or her family as those being provided by under any supplemental programs covering executives of the Company, then as from time to time in effect, for the Company shall no longer be required to provide those particular benefits to twenty four (24) month period from such termination or until Executive becomes eligible for substantially similar coverage under the Executive and his or her family; and
(iii) to the extent not previously paid or providedemployee plans of a new employer, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or whichever occurs earlier, provided or which the Executive is eligible to receive following the that Executive’s right to elect continued medical coverage after termination of employment under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall be deemed satisfied by the coverage provided in this clause (b). Executive shall also be entitled to a continuation of all other benefits and reimbursements in effect at the time of termination for the twenty four (24) month period following such termination or until Executive becomes eligible for substantially similar benefits from a new employer, whichever is earlier. In addition, all stock options and restricted stock held by Executive on the date of termination under any planof the Company’s 1994, program, policy, practice, contract 1996 or agreement 2000 Incentive Plans that would become exercisable within the twenty four (24) months following such termination of employment had the Executive stayed in the employ of the Company and its affiliated companies (such other amounts and shall become immediately exercisable. Any part of the foregoing benefits that are attributable to participation in a plan in which the Executive can no longer participate under applicable law, shall be hereinafter referred paid by the Company from other sources such that the Executive receives substantially similar benefits to as those provided for under the “Other Benefits”)plan. All amounts payable hereunder shall be paid monthly during such twenty four (24) month period.
Appears in 1 contract
Sources: Change in Control and Severance Agreement (Terex Corp)
Termination Without Cause or for Good Reason. If the Executive’s your employment with the Company is terminated by the Company without Cause (other than for Cause, Disability or Deatha termination due to Disability) or by the Executive you for Good Reason within 24 months following Reason, the Change Company will pay or provide you with the Accrued Amounts and severance benefits under the Company’s Executive Separation Policy, as amended (“ESP”). The severance benefits described in Control Datethe preceding sentence shall in no event be less than (or more than, then in the Executive shall be entitled to case of amounts and benefits due under clauses (ii) and (iii), if you have attained age 63 on the following benefits:
date of termination) (i) a pro-rata AIP bonus for the Company shall pay fiscal year in which your termination occurs, based on actual performance and payable when bonuses are paid to other senior executives; (ii) an amount equal to the Executive the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum product of (A) the Executive’s base salary through the Date sum of Termination, (x) your then Base Salary and (y) your then Target AIP Bonus multiplied by (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
two (2) (or one and one-half (1.5) if you have attained age 63 and not age 64 on the date of termination or one (1) if you have attained age 64 on the date of termination), payable in substantially equal installments in accordance with the Company’s regular payroll cycle over a lump sumperiod of 24 months (or 18 months ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ September 8, in cash2009 or 12 months if the severance multiplier is one and one-half (1.5) or one (1), within 30 days after the Date of Terminationrespectively) (each payment continuation period, as applicable, the sum “Severance Period”) from your date of termination (Awith such payments commencing on the earliest payroll date that does not result in adverse tax consequences to you under Section 409A of the Internal Revenue Code, and with the initial payment including any payments that have been delayed because of Code Section 409A); and (iii) three times subject to your continued co-payment of premiums, continued participation for the Executive’s highest annual base salary at applicable Severance Period in all welfare benefit plans which cover you (and eligible dependents) upon the same terms and conditions (except for the requirements of your continued employment) in effect for active employees of the Company, provided that if such benefits are not available to former employees of the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by under the terms of the appropriate plan, applicable benefit plan or program, practice you will receive the value thereof to the extent permitted by Code Section 409A. In the event you obtain other employment that offers comparable benefits as to any particular welfare benefit plan or policyprogram, each month the coverage by the Company for such welfare plan or program under this subsection will be reduced or eliminated, as the case may be, by such comparable subsequent employer benefits, but in no event will you be required to seek other employment. The continuation of health, dental and vision benefits under this subsection shall be coterminous with your rights to continue benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). In addition, if your employment terminates under this Section prior to provide benefits July 1, 2010, you will be paid that Special Bonus described in Section 8 above on July 1, 2010. If your employment terminates under this Section prior to the Executive first anniversary of the Effective Date, your Sign-On Equity Award will vest pro rata based on the number of days you are employed prior to the first anniversary of the Effective Date. All other equity and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, LTI awards will be treated in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Company’s Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Separation Policy.
Appears in 1 contract
Sources: Employment Agreement (International Flavors & Fragrances Inc)
Termination Without Cause or for Good Reason. If In the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability event of a Termination Without Cause or Death) or by the Executive a Termination for Good Reason within 24 months following (in either case occurring during the Change in Control DateEmployment Period), then the Executive shall be entitled to receive the following benefitsfollowing:
(ia) promptly after the Company shall pay to the Executive the following amounts:
Date of Termination, (1) but in a lump sum, in cash, within 30 no event later than ten business days after the Date of Termination), a lump sum amount equal to the sum of (A) the Executive’s base salary through the Date of Termination's Accrued Base Salary, (B) a pro rata current year bonus amount (calculated by dividing the number of full Accrued Annual Bonus and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control DateProrata Annual Bonus;
(iib) ten business days or, if the amount payable hereunder is not a short-term deferral for 36 purposes of Section 409A of the Code, six months after the Date of Termination a lump sum amount equal to the product of (i) the sum of Base Salary plus Target Annual Bonus for the Fiscal Year during which the Date of Termination occurs (provided that no effect shall be given to any reduction in Target Annual Bonus that would qualify as Good Reason if Executive were to terminate his employment on account thereof), and multiplied by (ii) 1.5;
(c) until the earlier of (i) the 18 month anniversary of the Date of Termination or (ii) the date Executive becomes eligible to participate in any plan, program or arrangement providing benefits of a similar nature by reason of his employment or other provision of services, the life insurance benefit specified in Section 5.1 to which Executive is entitled as of Date of Termination, subject to the terms of applicable plans, programs or policies; provided that the Executive shall pay the same amount for such longer period benefits as may covered members of Senior Management who are actively employed would pay;
(d) if the Date of Termination occurs prior to the Executive's 57th birthday, the benefits equivalent to those payable under the Principal Welfare Benefit Plan for Employees calculated under the terms of such plan as if the Date of Termination occurred after Executive's 57th birthday, reduced by amounts actually payable under such plan, and if either Executive or the Company reasonably believes it is likely that such benefits cannot be provided on a tax-favored basis, the Company shall pay the cost of the insurance premium for such benefits;
(e) if the Date of Termination occurs prior to Executive's 57th birthday, for purposes of calculating the retirement benefits payable to Executive under the Supplemental Executive Retirement Plan for Employees, Executive will be treated as though the Date of Termination occurred after Executive's 57th birthday;
(f) key executive level outplacement services, the provider of which shall be selected by Executive, up to a maximum of $10,000; provided that in no event shall any amount be payable to Executive in lieu of his receipt of such services. Notwithstanding anything herein to the contrary, the benefits provided in Section 6.3 shall be provided only upon Executive's execution of a release and waiver as described in Section 6.5. For the avoidance of doubt, Executive's rights and entitlements with respect to any equity-based or other long-term incentive compensation awards (including any LTIP Award) outstanding as of the Date of Termination shall be determined in accordance with the terms of such awards and the governing plan documents and shall not be enhanced or otherwise modified by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Principal Financial Group Inc)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(iA) the Company shall pay to the terminate Executive’s employment without Cause as set forth in Section 7(b) or (B) Executive the following amounts:
(1) shall terminate Executive’s employment for Good Reason as set forth in a lump sumSection 7(c), in casheach case, within 30 days after during the Date of TerminationEmployment Period, the sum of Company shall pay or provide to Executive: (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full any accrued and partial months of the current fiscal year in which the Executive is employed unpaid Base Salary and vacation earned through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive (including any pay in the preceding three yearslieu of notice), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) which shall be hereinafter referred to as paid on the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days tenth day after the Date of TerminationTermination (or, if such day is not a business day, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and next business day after such day); plus (B) three times as liquidated damages in respect of claims based on provisions of this Agreement and provided that Executive executes and delivers (and does not revoke) a general release of all claims in the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after form attached as Exhibit A hereto within 60 days following the Date of Termination: (I) twelve months’ Base Salary which shall be paid in periodic installments on the Company’s regular payroll dates, or such longer period as may be provided by beginning with the terms next payroll date immediately following the expiration of the appropriate plan, program, practice or policy, each month 60th day following the Company shall continue to provide benefits to Date of Termination; plus (II) if the Executive and the Executive’s family at least equal to those which would applicable performance targets have been provided to them if the Executive’s employment had not been terminated, achieved in accordance with the Bonus Plan for the year of termination (as determined by the Board (or applicable Benefit Plans committee thereof) following the end of such year), a prorated bonus under the Bonus Plan for the year of termination in effect on an amount equal to (A) the Measurement Date orbonus Executive would have otherwise received under the Bonus Plan for the year of termination, if more favorable to multiplied by (B) a fraction, the numerator of which is the number of days Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of was employed by the Company during such calendar year and its affiliated companiesthe denominator of which is 365, payable in accordance with the Bonus Plan; providedplus (III) full vesting of all equity awards (other than any awards subject to performance-based vesting), howeverincluding, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or providedwithout limitation, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).Restricted Stock Units
Appears in 1 contract
Sources: Employment Agreement (Eos Energy Enterprises, Inc.)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Deathdeath) or by the Executive for Good Reason within 24 12 months following the Change in Control Date, then then, provided that Executive has delivered to the Company (and the applicable revocation period has expired with respect to) the Release within 60 days of the Date of Termination, the Executive shall be entitled to the following benefitspayments and benefits paid on the same timing described in Section 4.1:
(i) the The Company shall pay to the Executive the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date aggregate of Termination, the following amounts:
(A) the sum of (A1) the Executive’s base salary through the Date of Termination, and (B2) a pro rata current year bonus the amount (calculated of any compensation previously deferred by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, (together with any accrued interest or earnings thereon) and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid paid;
(B) the sum of (1) 1.5 multiplied by the amounts described in clauses (A), (B)Executive’s annual base salary, and (C2) the higher of the Executive’s target bonus for the then-prior fiscal year or the Executive’s target bonus for the then-current fiscal year; provided, however, that if the Date of Termination is prior to the closing of the Change in Control, then the amount set forth in this Section 4.2(a)(i)(B)(1) shall be hereinafter referred to paid on the same schedule as set forth in Section 4.1(a) and the amount set forth in Section 4.2(a)(i)(B)(2) shall be paid on the same schedule as the “Accrued Obligations”amount set forth in Section 4.1(c)(i); and
(2C) in a lump sumlieu of any further benefits under Other Plans, in cashan amount equal to the cost to the Executive of providing such benefits, within 30 days after to the Date extent that the Executive is eligible to receive such benefits immediately prior to the Notice of Termination, for the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;Severance Period.
(ii) for 36 months after For the Date of TerminationSeverance Period, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to pay or provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her the Executive’s family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; providedcompanies (notwithstanding the foregoing, however, that if to the extent such payments are taxable and extend beyond the period of time during which the Executive becomes reemployed with another employer and is eligible would be entitled (or would, but for such arrangement, be entitled) to receive COBRA continuation coverage under a particular type group health plan of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company such payments shall no longer be required to provide those particular benefits to the Executive and his or her family; andmade on a monthly basis).
(iii) to To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies companies.
(such other amounts and benefits iv) For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for defined benefit pension/retiree benefits, if any, to which the Executive is entitled, the Executive shall be hereinafter referred considered to as have remained employed by the “Other Benefits”Company through the Severance Period. For the avoidance of doubt, the foregoing shall not be deemed to include a 401(k) Plan or similar benefit.
(v) With respect to the Executive’s equity-based awards, (1) all of the then-unvested options to purchase shares of stock of the Company held by the Executive shall become fully vested and immediately exercisable in full, and shares of the Company received upon exercise of any options will no longer be subject to a right of repurchase by the Company, (2) all of the restricted stock then otherwise subject to repurchase by the Company shall be deemed to be fully vested (i.e. no longer subject to a right of repurchase or restriction by the Company), (3) all of the shares underlying restricted stock units then otherwise subject to future grant or award shall be fully granted, vested and distributed and no longer subject to a right of repurchase by the Company or to any other performance conditions, and (4) all then-vested and exercisable options (including for the avoidance of doubt the options becoming exerciseable pursuant to this paragraph) shall continue to be exercisable by the Executive for the Severance Period (but not later than the original expiration date of such options).
(vi) The Company shall provide outplacement services through one or more outside firms of the Executive’s choosing and reasonably acceptable to the Company up to an aggregate of $45,000, with such services to extend until the earlier of (i) 18 months following the termination of Executive’s employment or (ii) the date the Executive secures full time employment.
Appears in 1 contract
Sources: Executive Retention Agreement (Aspen Technology Inc /De/)
Termination Without Cause or for Good Reason. If the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s 's base salary through the Date of Termination, (B) a pro rata current the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year (if such bonus amount has not yet been paid), (calculated by dividing C) the number product of full (x) the greater of (I) the annual bonus paid or payable to the Executive (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and partial months of (II) the current Executive’s target or reference bonus for the fiscal year in which the Executive Date of Termination took place and (y) a fraction, the numerator of which is employed the number of days in the current fiscal year through the Date of Termination by 12Termination, and multiplying this fraction the denominator of which is 365 and (D) the amount of any compensation previously deferred by the highest annual bonus payment amount paid to Executive in the preceding three years), (together with any accrued interest or earnings thereon) and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), (C) and (CD) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, amount equal to (A) two multiplied by (b) the sum of (Ax) three times the Executive’s 's highest annual base salary at the Company in any twelve-month period (on a rolling basis) during the threefive-year period prior to the Change in Control Date and (By) three times the greater of (I) the Executive’s 's highest annual bonus amount at the Company in any twelve-month period (on a rolling basis) during the threefive-year period prior to the Change in Control Date;Date and (II) the Executive’s target or reference bonus for the fiscal year in which the Change in Control took place.
(ii) for 36 months two years after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits (including, without limitation, automobile, retirement, medical, dental, life insurance and disability benefits) to the Executive and the Executive’s 's family at least equal to those which would have been provided to them if the Executive’s 's employment had not been terminated, in accordance with the applicable Benefit Plans benefit plans in effect on the Measurement Date or, if more favorable to the Executive and his or her the Executive’s family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance medical benefits) from such employer on terms at least as favorable to the Executive and his or her the Executive’s family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her the Executive’s family; andand provided further, however, that (A) if any particular benefits cannot be provided because of plan or regulatory restrictions, then the Company will pay to the Executive an amount equal to the cost the Executive will incur in acquiring such benefits directly as a result of the Company not providing such benefits and (B) to the extent the Company determines that the Executive’s qualifying event for purposes of continuation of medical benefits under COBRA occurs on the Executive’s Date of Termination, such period of continuation of benefits shall not be counted against or otherwise reduce the period for which the Company must provide continuation of medical benefits under this Section 4.2(a)(ii) unless the Executive otherwise agrees;
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s 's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).; and
Appears in 1 contract
Termination Without Cause or for Good Reason. If Upon (i) termination of the Executive’s 's employment with the Company is terminated without Cause, or (ii) voluntary termination by the Company Executive of the Executive's employment for Good Reason:
(other than i) the Executive shall be entitled to receive, and the Corporation shall pay to the Executive, in lieu of three years' notice of termination, the aggregate of the following amounts (less any deductions required by law): (a) if not theretofore paid, that portion of the Annual Base Salary earned by or payable to the Executive during the then current fiscal year of the Corporation for Causethe period to and including the Date of Termination, Disability together with all benefits, excluding the additional payments provided for in section 6 of this Agreement, payable to the Executive through to and including the Date of Termination under the terms of the Corporation's benefit plans, programs or Deatharrangements as in effect immediately prior to the Date of Termination; (b) a pro rated portion of the Executive's Target Bonus calculated by multiplying (1) the Target Bonus by (2) a fraction, the numerator of which is the number of days in the applicable fiscal year through to and including the Date of Termination and the denominator of which is 365; and (c) a lump sum payment in cash equal to three times the sum of (1) the Annual Base Salary at the Date of Termination, and (2) the Target Bonus; (ii) (A) the Corporation shall maintain in full force and effect, for the continued benefit of the Executive and the Executive's family, until three years after the Date of Termination, all life insurance, medical, dental, health and accident and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, excluding the additional payments provided for in section 6 of this Agreement, (or in the case of voluntary termination by the Executive for Good Reason within 24 months upon or following the a Change in Control Dateas a result of a reduction in benefits, then the Executive shall be entitled if more favourable to the following benefits:
(i) the Company shall pay to the Executive the following amounts:
(1) Executive, such coverage and terms as were in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period effect immediately prior to the Change in Control Date and (BControl) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits a cost to the Executive and no greater than that which the Executive paid while employed, provided that the Executive’s family 's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation is barred, the Corporation shall arrange to provide the Executive, at least equal the Corporation's expense, with benefits substantially similar to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible entitled to receive following the Executive’s termination of employment under any plansuch plans, program, policy, practice, contract programs or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).arrangements; or
Appears in 1 contract
Termination Without Cause or for Good Reason. If The Employment Term and the Executive’s 's employment with the Company is hereunder may be terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following or by the Change in Control DateCompany without Cause. In the event of such termination, then the Executive shall be entitled to receive the Accrued Amounts and subject to the Executive's compliance with Section 6, Section 7 and Section 8 of this Agreement and her execution of a release of claims in favor of the Company, its affiliates and their respective officers and directors in a form provided by the Company (the "Release") and such Release becoming effective within 30 days following benefitsthe Termination Date (such 30-day period, the "Release Execution Period"), the Executive shall be entitled to receive the following:
(a) Subject to the requirements of Section 22.2 of this Agreement, continued Base Salary in effect on the Termination Date for twelve months following the Termination Date payable in equal installments in accordance with the Company's normal payroll practices, but no less frequently than monthly, which shall commence within 30 days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payments shall not begin until the beginning of the second taxable year; provided further that, the first installment payment shall include all amounts of Base Salary that would otherwise have been paid to the Executive during the period beginning on the Termination Date and ending on the first payment date if no delay had been imposed;
(b) a payment equal to the product of (i) the Company shall pay to Annual Bonus, if any, that the Executive would have earned for the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through Termination Date (as determined in accordance with Section 5.6) occurs based on achievement of the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), applicable performance goals for such year and (Cii) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Terminationfraction, the sum numerator of (A) three times which is the Executive’s highest annual base salary at number of days the Executive was employed by the Company during the threeyear of termination and the denominator of which is the number of days in such year (the "Pro-year period prior Rata Bonus"). This amount shall be paid on the date that annual bonuses are paid to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Datesimilarly situated executives;
(c) If the Executive timely and properly elects group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for herself and her dependents. Such reimbursement shall be paid to the Executive on the 15th of the month immediately following the month in which the Executive timely remits the premium payment. The Executive shall be eligible to receive such reimbursement until the earliest of: (i) the twelve-month anniversary of the Termination Date; (ii) for 36 months after the Date of Terminationdate the Executive is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which the Executive becomes eligible to receive substantially similar coverage from another employer or other source. Notwithstanding the foregoing, if the Company's making payments under this Section 5.2(c) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the "ACA"), or such longer period result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 5.2(c) in a manner as may is necessary to comply with the ACA.
(d) The treatment of any outstanding equity awards shall be provided by determined in accordance with the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive Stock Incentive Plan and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)award agreements.
Appears in 1 contract
Sources: Employment Agreement (Diversified Restaurant Holdings, Inc.)
Termination Without Cause or for Good Reason. If the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s 's base salary through the Date of Termination, (B) a pro rata current the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year (if such bonus amount has not yet been paid), (calculated by dividing C) the number product of full (x) the greater of (I) the annual bonus paid or payable to the Executive (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and partial months of (II) the current Executive’s target or reference bonus for the fiscal year in which the Executive Date of Termination took place and (y) a fraction, the numerator of which is employed the number of days in the current fiscal year through the Date of Termination by 12Termination, and multiplying this fraction the denominator of which is 365 and (D) the amount of any compensation previously deferred by the highest annual bonus payment amount paid to Executive in the preceding three years), (together with any accrued interest or earnings thereon) and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), (C) and (CD) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, amount equal to (A) three multiplied by (b) the sum of (Ax) three times the Executive’s 's highest annual base salary at the Company in any twelve-month period (on a rolling basis) during the threefive-year period prior to the Change in Control Date and (By) three times the greater of (I) the Executive’s 's highest annual bonus amount at the Company in any twelve-month period (on a rolling basis) during the threefive-year period prior to the Change in Control Date;Date and (II) the Executive’s target or reference bonus for the fiscal year in which the Change in Control took place.
(ii) for 36 months three years after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits (including, without limitation, automobile, retirement, medical, dental, life insurance and disability benefits) to the Executive and the Executive’s 's family at least equal to those which would have been provided to them if the Executive’s 's employment had not been terminated, in accordance with the applicable Benefit Plans benefit plans in effect on the Measurement Date or, if more favorable to the Executive and his or her the Executive’s family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance medical benefits) from such employer on terms at least as favorable to the Executive and his or her the Executive’s family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her the Executive’s family; andand provided further, however, that (A) if any particular benefits cannot be provided because of plan or regulatory restrictions, then the Company will pay to the Executive an amount equal to the cost the Executive will incur in acquiring such benefits directly as a result of the Company not providing such benefits and (B) to the extent the Company determines that the Executive’s qualifying event for purposes of continuation of medical benefits under COBRA occurs on the Executive’s Date of Termination, such period of continuation of benefits shall not be counted against or otherwise reduce the period for which the Company must provide continuation of medical benefits under this Section 4.2(a)(ii) unless the Executive otherwise agrees;
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s 's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).; and
Appears in 1 contract
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Deathdeath) or by the Executive for Good Reason within the period from 60 days prior to the Change in Control Date to 24 months following the Change in Control Date, then then, subject to Section 4.2(a)(v) below, the Executive shall be entitled to the following benefits:
(i) the The Company shall pay to the Executive in cash the aggregate of the following amounts:
(1) in The Company shall make a lump sum, in cash, within 30 days after sum cash payment to the Date of Termination, the sum of Executive equal to (A) the Executive’s base salary through the Date of Termination, (B) the product of (x) the greater of (i) Executive’s largest annual bonus for the most recently completed three (3) fiscal years and (ii) the Executive’s target annual bonus at time of termination and (y) a pro rata current year bonus amount (calculated by dividing fraction, the numerator of which is the number of full and partial months of days in the current fiscal year in which the Executive is employed through the Date of Termination by 12Termination, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), denominator of which is 365 and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), ) and (C) shall be hereinafter referred to as the “Accrued Obligations” and the dollar amount described in clause (B) shall be hereinafter referred to as the “Pro-Rata Bonus”); and
(2) in a lump sum, in cash, within 30 days after . Payment of the Accrued Obligations shall be made on the Date of Termination, and the payment of the Pro-Rata Bonus shall be made on the 30th day following the later of the Date of Termination or the Change in Control Date (the “Applicable Date”) or as soon as administratively practicable following such scheduled payment date, but in no event later than the close of the calendar year in which the Applicable Date occurs or (if later) the 15th day of the third calendar month following that date.
(2) Any compensation deferred on behalf of the Executive on the Date of Termination or the Change in Control Date under any deferred compensation plan subject to Section 409A of the Internal Revenue Code, as amended (the “Code”), shall be paid at the time or times specified for payment pursuant to the provisions of such plan.
(3) The Company shall, in a series of 24 successive equal monthly installments pursuant to the Company’s normal payment practices, pay in cash to the Executive an amount equal to (A) 2.0 multiplied by (B) the sum of (Ax) three times the greater of (i) the Executive’s highest annual base salary for the most recently completed fiscal year or (ii) the Executive’s current annual base salary at the Company during the three-year period prior to the Change in Control Date time of termination and (By) the greater of (i) Executive’s largest annual bonus for the most recently completed three times (3) fiscal years and (ii) the Executive’s highest target annual bonus amount at time of termination. The first such installment shall be paid on the Company during 30th day following the three-Applicable Date or as soon as administratively practicable following such scheduled payment date, but in no event later than the close of the calendar year period prior to in which the Change in Control Date;Applicable Date occurs or (if later) the 15th day of the third calendar month following that date.
(ii) for 36 For a period not to exceed 24 months after measured from the Date of TerminationApplicable Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to shall, if the Executive elects under Code Section 4980B to continue health care coverage under the Company’s group health plan for himself, his spouse and his eligible dependents following the ExecutiveApplicable Date, provide such continued health care coverage at the Company’s family expense; provided, however, that such coverage at least equal to those the Company’s expense shall immediately terminate on the date the Executive is first covered under another employer’s heath benefit program which provides substantially the same level of benefits without exclusion for pre-existing medical conditions. Such health care coverage shall be at the same level and provide the same type of benefits as would have been provided to them if the Executive’s employment had not been terminated, in accordance with terminated and they had continued to be covered under the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided. Such continued health care coverage shall be provided pursuant to the provisions of this subparagraph (ii) even if such coverage extends beyond the period of statutorily-required coverage under Code Section 4980B, howeverbut subject to earlier termination in accordance with the above proviso relating to coverage under another employer’s plan. In the event the Company’s provision of such continued health care coverage results in the recognition of taxable income (whether for federal, that if state or local income tax purposes) by the Executive becomes reemployed with another employer and is or his spouse or other eligible to receive a particular type of benefits (e.g.dependent, health insurance benefits) from such employer on terms at least as favorable to then the Executive and his spouse and dependents shall each be responsible for the payment of the income and employment tax liability resulting from such coverage, and the Company will not provide any tax gross-up payments to the Executive (or her family as any other person) with respect to such income and employment tax liability. To the extent the health coverage under this subparagraph (ii) is to be provided by an insured plan or insurance policy, the applicable insurance premiums shall be paid by the Company within 10 days after each due date, with such premium payment to be made in all events not later than the close of the calendar year in which those being premiums become due and payable. To the extent such health coverage is to be provided through a self-funded reimbursement program maintained by the Company, then the Executive shall, within 30 days after his receipt of each invoice for a reimbursable health or medical care expense under this Section 4.2, submit a copy of such invoice to the Company for reimbursement, and the Company shall pay such reimbursement on the 30th day following receipt of the submitted invoice or as soon after that scheduled payment date as administratively practicable, but in no longer be required to provide those particular benefits to event later than the Executive and his close of the calendar year in which such invoice is received by the Company or her family; and(if later) the 15th day of the third the calendar month following the date of such receipt.
(iii) to To the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”). Each of the Other Benefits shall be paid or provided as they become due and payable in one or more installments under the applicable plan or arrangement, but in no later than 10 business days after each such scheduled payment or due date.
(iv) For purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until 18 months after the Date of Termination.
(v) Notwithstanding the foregoing, if the Executive breaches any ongoing obligation with the Company (by way of example and not by way of limitation, any breach of a non-competition or non-solicitation provision with the Company), and such breach is not cured within 30 days of written notice of such breach received by the Executive from the Company, then the Company shall no longer be required to provide any of the benefits set forth in this Section 4.2(a).
Appears in 1 contract
Sources: Executive Retention Agreement (Bio Imaging Technologies Inc)
Termination Without Cause or for Good Reason. If this Agreement and the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Deathwithout Cause pursuant to subsection 4.1(d) above or by the Executive for Good Reason within 24 months following the Change in Control Datepursuant to subsection 4.1(f) above, then the Executive following provisions shall be entitled to the following benefitsapply:
(ia) the Company shall pay to the Executive the following amounts:Basic Entitlements (with vacation pay calculated to the end of the statutory notice period);
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (Ab) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months Company shall pay any Bonus awarded in respect of the current fiscal year preceding the year of termination, but not yet paid;
(c) the Company shall pay to the Executive his Bonus at Target for the year in which the Executive is employed through the Date of Termination by 12his employment terminates, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case pro-rated to the extent not previously paid (the sum date of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Datetermination;
(iid) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits pay to the Executive and the Executive’s family at least an amount equivalent to his Annualized Compensation multiplied by two (2), payable in equal to those which would have been provided to them if the Executive’s employment had not been terminated, instalments in accordance with the applicable Benefit Plans in effect Company’s payroll practices for a period of twenty-four (24) months (the “Severance Period”) following the date of termination;
(e) the Company shall continue to pay its premiums to provide all Benefits (as existed on the Measurement Date ordate notice of termination is provided) until the earlier of (i) eighteen (18) months following the date of termination (not including any period of notice of pay in lieu thereof); and (ii) the date on which the Executive secures comparable coverage through alternate employment to the extent permitted by any third party insurer; provided that, if more favorable the Company cannot continue any particular benefit pursuant to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives terms of the Company relevant plan or policy and its affiliated companies; provided, however, that if the Executive becomes reemployed after due inquiry with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Companyany third party insurer, then the Company Company’s obligations shall no longer be required to provide those particular benefits limited to the Executive minimum period required pursuant to applicable employment standards legislation, and his that in no event shall the Benefits be provided for less than such period;
(f) except as required by statute and then only for the minimum statutory notice period, any other benefits or her familyperquisites will cease effective the date of termination; and
(iiig) to long term incentive awards will vest and become immediately exercisable and will otherwise be determined in accordance with the extent not previously paid or provided, terms of the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which applicable Plan it being understood that the Executive is eligible not entitled to receive any damages or compensation in lieu of continued participation in the Plan following the Executive’s termination his last day of employment under any plan, program, policy, practice, contract or agreement of the Company active and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)actual employment.
Appears in 1 contract
Sources: Employment Agreement (GFL Environmental Holdings Inc.)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is under this Agreement may be terminated by the Company (other than for Cause, Disability or Death) at any time without Cause or by the Executive for Good Reason within 24 months following (as defined in Section 21). Except as provided in Section 9 below, in the Change in Control Date, then event Executive’s employment under this Agreement is terminated by the Company without Cause or by the Executive for Good Reason, the Company shall be entitled to pay Executive the following payments and benefits:
a. The Accrued Rights;
b. a lump sum payment equal to two (2) times the sum of (i) the annual base salary payable to Executive as of the date of the Executive’s Separation from Service and (ii) the target bonus established by the Compensation Committee of the AMSURG Board of Directors for the Executive pursuant to the annual cash bonus plan for the year in which the Separation of Service occurs;
c. Executive shall also continue to be covered under health and life insurance plans of the Company for twenty-four (24) months, or the Company shall provide the economic equivalent thereof if such continuation is not permissible under the terms of the Company’s insurance plans;
d. If Executive’s employment is terminated following the end of a fiscal year and prior to the payment date for the bonus described in Section 4(a), if any, that Executive would have been entitled to receive with respect to such completed fiscal year, based upon AMSURG’s or the Company’s actual results, as applicable, the Company shall pay to Executive, at the Executive time such bonus is paid to other executives of the following amounts:
(1) in a lump sum, in cash, within 30 days after Company according to the Date terms of Terminationthe applicable bonus program, the sum amount of (A) the such bonus described in Section 4(a), if any, that Executive would have been entitled to receive with respect to such completed fiscal year had Executive’s base salary through employment not terminated prior to the Date of Termination, (B) payment date for such bonus; and a pro rata current year bonus amount (calculated by dividing the number of full and partial months portion of the current bonus described in Section 4(a), if any, that Executive would have been entitled to receive for the fiscal year in which the Executive is employed termination of employment occurs, based upon AMSURG’s or the Company’s actual results, as applicable, for the year of termination and the percentage of the fiscal year that shall have elapsed through the Date date of Termination by 12termination of employment, and multiplying this fraction by payable to Executive pursuant to Section 4(a) had Executive’s employment not terminated, which pro-rata bonus shall be paid at the highest annual time such bonus payment amount is paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum other executives of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred Company according to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, applicable bonus program, practice ; Benefits due under Section 8(a)-(c) shall be payable (or policy, each month the Company shall continue to provide benefits to the Executive and commence) within sixty (60) days of the Executive’s family at least equal to those which would have been provided to them if Separation from Service, with the Executive’s employment had not been terminated, date of such payment determined by the Company in its sole discretion in accordance with Section 11 below. Receipt by Executive of the applicable Benefit Plans in effect on the Measurement Date orpayment and other benefits under this Section 8 shall be subject to Executive’s execution and delivery, if more favorable pursuant to the Executive terms of Section 11 below, to the Company of a General Release in form and his or her family, in effect generally at any time thereafter with respect substance reasonably acceptable to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Appears in 1 contract
Sources: Employment Agreement (Amsurg Corp)
Termination Without Cause or for Good Reason. If prior to the expiration of the Term, the Executive resigns from his employment hereunder for Good Reason or the Company terminates the Executive’s employment with the Company is terminated by the Company hereunder without Cause (other than for Cause, Disability a termination by reason of death or Death) or by the Executive for Good Reason within 24 months following the Change in Control DateDisability), then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to or provide the Executive the following amountsAmounts and Benefits and the following:
(1) an amount equal to 2.0 times the sum of (x) the then-current Base Salary and (y) the greater of (i) the actual Annual Bonus for the year immediately preceding the year in which the Date of Termination occurs or (ii) 150% of Executive’s then-current Base Salary. The amount payable pursuant to this Section 5(j)(ii)(1) shall be paid in full in a lump sum, in cash, within 30 sum cash payment to be made to the Executive on the date that is thirty (30) days after following the Date of Termination;
(2) any Annual Bonus earned but unpaid for a prior year (the “Prior Year Bonus”), which shall be payable in full in a lump sum cash payment to be made to the sum Executive on the date that is thirty (30) days following the Date of Termination or the date such bonus would be paid if Executive had remained an employee of the Company, if later;
(A3) in the event such resignation or termination occurs following the Company’s first fiscal quarter of any year, a pro-rata portion of the Executive’s base salary through Annual Bonus for the fiscal year in which the Executive’s termination occurs based on actual results for such year (determined by multiplying the amount of such Annual Bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that the Executive is employed by the Company and the denominator of which is 365), paid in accordance with Section 4(b) (“Pro Rata Bonus”). The Pro Rata Bonus shall be payable at the time the Annual Bonus would have been paid if Executive’s employment had not terminated;
(4) subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), with respect to the Company’s group health insurance plans in which the Executive participated immediately prior to the Date of Termination (“COBRA Continuation Coverage”), the Company shall pay the cost of COBRA Continuation Coverage for the Executive and his eligible dependents until the earliest of (a) the Executive or his eligible dependents, as the case may be, ceasing to be eligible under COBRA (or any COBRA-like benefits provided under applicable state law) and (b) eighteen (18) months following the Date of Termination, (Bthe benefits provided under this sub-section (4), the “Medical Continuation Benefits”);
(5) a pro rata current year bonus amount (calculated by dividing the number of full and partial months any unvested portion of the current fiscal year in which Restricted Stock Award and the Executive is employed through RSU/PSU Award shall accelerate and become fully vested on the Date of Termination by 12, and multiplying this fraction the shares covered by the highest annual bonus payment amount paid to Executive in Restricted Stock Award and the preceding three years), and (C) any accrued vacation pay, in each case RSU/PSU Award shall be distributed to the extent not previously paid Executive on the date that is thirty (30) days following the sum Date of the amounts described in clauses Termination (A), (B), and (C) shall be hereinafter referred subject to as the “Accrued Obligations”any securities law restrictions); and
(26) if such termination occurs after a Change in Control (or after the execution of a lump sumdefinitive agreement the consummation of which would constitute a Change in Control), in cash, within 30 days after any unvested PSUs shall accelerate and become fully vested on the Date of Termination, Termination and the sum of (A) three times shares covered by the Executive’s highest annual base salary at the Company during the three-year period prior PSUs shall be distributed to the Change in Control Date and Executive on the date that is thirty (B30) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after days following the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue Termination (subject to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”securities law restrictions).
Appears in 1 contract
Sources: Employment Agreement (Sequential Brands Group, Inc.)
Termination Without Cause or for Good Reason. If In the event the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or Death) without Cause or by the Executive for with Good Reason within 24 months following (but not in any event as a result of Disability, death, or as the Change in Control Dateresult of a termination with Cause or without Good Reason), then the Executive shall be entitled to the following benefitsfollowing:
(i) the Company shall pay to the Executive in equal monthly installments, for a thirty-six month period, beginning 30 days after the Termination Date the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2B) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three an amount equal to 4.8 times the Executive’s highest annual 's then current base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;salary.
(ii) for 36 months three years after the Date of TerminationTermination Date, or such longer period as may be provided by the terms term of the appropriate plan, program, practice or policy, each month the Company shall continue to provide medical and dental benefits to the Executive and the Executive’s 's family at least equal to those which would have been provided to them if the Executive’s 's employment had not been terminated, in accordance with the applicable Benefit Plans medical and dental benefit plans in effect on the Measurement Termination Date and in which Executive participated as of such date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of medical and dental benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and;
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s 's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”").; and
Appears in 1 contract
Termination Without Cause or for Good Reason. If (w) the Company shall terminate the Executive’s employment with without Cause, (x) the Executive shall terminate his employment for Good Reason, (y) the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the shall undergo a Change in Control Date(as defined in Section 11(d)(iii)) which results in the Company’s termination of the Executive’s employment, then or (z) the Executive shall be entitled to terminate his employment without Good Reason at any time during the following benefits30 consecutive day period beginning on the six-month anniversary of a Change in Control, then:
(i) the The Company shall pay to the Executive the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary his Base Salary through the Date of TerminationTermination at the rate in effect at the time Notice of Termination is provided, (B) all other unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any compensation plan or program of the Company, at the time such payments are due and (C) a pro rata current year bonus amount (calculated by dividing the number of full and partial months portion of the current Bonus that would have been payable to the Executive with respect to the fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Dateoccurs;
(ii) The Company shall, on terms and conditions substantially comparable to those in effect at the time Notice of Termination is provided, (A) continue coverage for 36 months after the Executive under the Company’s life insurance, medical, health, disability and similar welfare benefit plans (or, if continued coverage is barred under such plans, the Company shall provide to the Executive substantially similar benefits) until the later of (1) the fifth anniversary of the Effective Date or (2) the third anniversary of the Date of TerminationTermination (in any case, or such longer period as may be provided by the terms of applicable period, the appropriate plan“Continuation Period”), program, practice or policy, each month and (B) provide the Company shall continue to provide fringe benefits to which the Executive and the Executive’s family at least equal to those which would have been provided entitled to them if receive had his employment continued at the Executive’s employment had not been terminated, in accordance with rate of compensation specified herein for the applicable Benefit Plans in effect on Continuation Period. Benefits otherwise receivable by the Measurement Date or, if more favorable Executive pursuant to clause (A) of this Subsection 11(d)(ii) shall be reduced to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if extent comparable benefits are actually received by the Executive becomes reemployed with another from a subsequent employer (at such subsequent employer’s expense) during the Continuation Period, and is eligible to receive a particular type of the Executive shall report any such benefits (e.g., health insurance benefits) from such employer on terms at least as favorable actually received to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and.
(iii) For purposes of this Agreement, a “Change in Control” shall be deemed to the extent not previously paid or provided, have occurred if (A) the Company shall timely pay sells or provide otherwise disposes of all or substantially all of its assets, except for a sale or disposition to Executive or an entity controlled, directly or indirectly, by Executive; or (B) (i) prior to a public offering of the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement securities of the Company and its affiliated companies registered under the Securities Act of 1933, as amended (such other amounts and benefits shall be hereinafter referred to as the a “Other BenefitsPublic Offering”), any person or related group of persons, other than any affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Partners, L.P., acquires, directly or indirectly, more than 50% of the voting shares of stock of the Company, or (ii) following a Public Offering, any person or related group of persons, other than any affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Partners, L.P., acquires, directly or indirectly, more than 35% of the voting shares of stock of the Company.
Appears in 1 contract
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company ceases due to a termination by the Company without Cause (other than for Cause, Disability or Deathas defined below) or a resignation by the Executive for Good Reason within 24 months following the Change in Control Date(as defined below) (each a “Qualifying Termination”), then the Executive shall will be entitled to the following benefitsto:
6.1.1. payment of all accrued and unpaid Base Salary through the date of such cessation;
6.1.2. payment of any Incentive Compensation not yet paid, but earned for the calendar year in which the Executive’s employment is terminated, in an amount determined by multiplying adjusted EBITDA for the period of the calendar year immediately preceding the date of termination by the applicable percentage, as determined pursuant to Section 5.2.1 and multiplying the product thereof by a fraction, (i) the Company numerator of which shall pay be the number of days in the period from the beginning of such calendar year through the date of the termination of the Executive’s employment and (ii) the denominator of which shall be three hundred sixty-five (365). Such amount shall be reduced by any payments of Incentive Compensation already made to the Executive for the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal calendar year in which the Executive Executive’s employment is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus terminated pursuant to Section 6.1. Such payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (Cif any) shall be hereinafter referred to as made on the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the ExecutiveCompany’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms next regularly scheduled payment date of the appropriate planIncentive Compensation, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them as if the Executive’s employment had not been terminatedterminated hereunder, provided that such payment shall be subject to any “true-up” required under Section 5.2.2;
6.1.3. payment of (i) six (6) months of the Executive’s Base Salary, in accordance with the event that such Qualifying Termination occurs in the first (1st) year of the Term; (ii) nine (9) months of the Executive’s Base Salary, in the event that such Qualifying Termination occurs in the second (2nd) year of the Term; and (iii) twelve (12) months of the Executive’s Base Salary, in the event that such Qualifying Termination occurs in the third (3rd) year of the Term or thereafter, in each case of (i), (ii) and (iii), payable in equal installments over the applicable Benefit Plans in effect monthly period on the Measurement Date orCompany’s normally scheduled payroll dates; and
6.1.4. waiver of the applicable premium otherwise payable for COBRA continuation coverage for the Executive (and, if more favorable to the Executive extent covered immediately prior to the date of such cessation, his spouse and eligible dependents) for a period equal to six (6) months. Except as otherwise provided in this Section 6.1, all compensation and benefits will cease at the time of such cessation and the Company will have no further liability or obligation by reason of such cessation. The payments and benefits described in this Section 6.1 are in lieu of, and not in addition to, any other severance arrangement maintained by the Company. Notwithstanding any provision of this Agreement, the payments and benefits described in Section 6.1 are conditioned on the Executive’s execution and delivery to the Company, within forty-five 45 days following his or her familycessation of employment, in effect generally at any time thereafter with respect to other peer executives of a general release of claims against the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from affiliates in such employer on terms at least form as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required may reasonably require (the “Release”). Subject to provide those particular benefits to Section 6.4 below, and provided the Executive and his or her family; and
(iii) to the extent Release is not previously paid or providedrevoked, the Company shall timely pay or provide to the Executive any other amounts or severance benefits required described herein will begin to be paid or provided or which (x) fifteen (15) days after the Executive is eligible to receive Release has been delivered (on the Company’s next regularly scheduled payroll date), if the sixty (60)-day period following the Executive’s termination cessation of employment under any plandoes not straddle two (2) calendar years; or (y) the later of fifteen (15) days after the Release has been delivered or the Company’s first regularly scheduled payroll date in the calendar year following the cessation of employment, program, policy, practice, contract or agreement of if the Company and its affiliated companies sixty (60)-day period following such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)cessation straddles two (2) calendar years.
Appears in 1 contract
Sources: Executive Employment Agreement (Destination Maternity Corp)
Termination Without Cause or for Good Reason. If the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s 's base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “"Accrued Obligations”"); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s 's highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s 's highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s 's family at least equal to those which would have been provided to them if the Executive’s 's employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s 's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”").
Appears in 1 contract
Sources: Executive Retention Agreement (Myriad Genetics Inc)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 18 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) the product of (x) the annual bonus paid or payable (including any bonus or portion thereof which has been earned but deferred) for the most recently completed fiscal year and (y) a pro rata current year bonus amount (calculated by dividing fraction, the numerator of which is the number of full and partial months of days in the current fiscal year in which the Executive is employed through the Date of Termination by 12Termination, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), denominator of which is 365 and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, amount equal to (A) three multiplied by (B) the sum of (Ax) three times the Executive’s highest annual base salary at the Company in any twelve-month period (on a rolling basis) during the threefive-year period prior to the Change in Control Date and (By) three times the Executive’s highest annual bonus amount at the Company in any twelve-month period (on a rolling basis) during the threefive-year period prior to the Change in Control Date;.
(ii) for 36 months three years after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and;
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); and
(iv) for purposes of determining eligibility (but not the time of commencement of benefits) of the Executive for retiree benefits to which the Executive is entitled, the Executive shall be considered to have remained employed by the Company until three years after the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Thermo Fisher Scientific Inc.)
Termination Without Cause or for Good Reason. If In the event of the Executive’s termination of employment with the Company is terminated by the Company (other than for Cause, Disability or Deathwithout Cause pursuant to Section 4(a)(iv) or by the Executive for Good Reason within 24 months following the Change pursuant to Section 4(a)(v), in Control Date, then the Executive shall be entitled addition to the following benefits:payments and benefits described in Section 5(a) above, the Company shall, subject to Section 23 and Section 5(d) and subject to Executive’s execution and non-revocation of a waiver and release of claims agreement in substantially in the form attached hereto as Exhibit A in accordance with Section 23(c) (a “Release”):
(i) Pay to the Executive an amount equal to 150% of the sum of (A) Annual Base Salary and (B) Target Bonus, in substantially equal installments during the period beginning on the Date of Termination and ending on the eighteen (18)-month anniversary of the Date of Termination in accordance with the Company’s regular payroll practice as of the Date of Termination; provided that, notwithstanding anything to the contrary in this Section 5(b)(i), if such termination of employment occurs within the twelve (12)-month period immediately following a Change in Control (and such Change in Control constitutes a “change in control event” as defined in Treasury Regulations Section 1.409A-3(i)(5)), then, in lieu of the foregoing payments set forth in this Section 5(b)(i), the Company shall pay to the Executive the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date an aggregate amount equal to 200% of Termination, the sum of (A) Annual Base Salary and (B) Target Bonus, in substantially equal installments during the Executiveperiod beginning on the Date of Termination and ending on the twenty-four (24)-month anniversary of the Date of Termination in accordance with the Company’s base salary through regular payroll practice as of the Date of Termination;
(ii) Pay to the Executive an amount equal to the product of (A) the amount of the Annual Bonus that would have been payable to the Executive pursuant to Section 3(b) if the Executive was still employed as of the applicable Bonus Vesting Date in respect of the fiscal year in which the Date of Termination occurs based on actual individual and Company performance goals in such year and (B) the ratio of (x) the number of days elapsed during the fiscal year during which such termination of employment occurs on or prior to the Date of Termination, to (By) a pro rata current year bonus 365. Any amount (calculated by dividing payable pursuant to this Section 5(b)(ii) shall, subject to Section 23 and Section 5(d), be paid to Executive in accordance with Section 3(b) as if the number of full and partial months Executive was still employed on the applicable Bonus Vesting Date, but in no event later than the 15th day of the current third month of the fiscal year immediately following the fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); andoccurs;
(2iii) in a lump sumContinue to provide, in cash, within 30 days after the Date of Termination, the sum of (A) three times subject to the Executive’s highest annual base salary at the Company during the three-year period prior valid election to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Terminationcontinue healthcare coverage under COBRA, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family eligible dependents with coverage under its group health plans during the period commencing on the Date of Termination and ending on the earlier of (A) the eighteen (18)-month anniversary of the Date of Termination (if such termination of employment occurs within the twelve (12)-month period immediately following a Change in Control, the twenty-four (24)-month anniversary of the Date of Termination) and (B) the first date on which the Executive is eligible for group health plan coverage from another employer or otherwise at least equal the same levels and the same cost to those which the Executive as would have been provided to them applied if the Executive’s employment had not been terminated, in accordance with terminated based on the applicable Benefit Plans Executive’s elections in effect on the Measurement Date orof Termination, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover the Executive becomes reemployed with another employer and is eligible under its group health plans without incurring penalties (including without limitation, pursuant to receive a particular type Section 2716 of benefits (e.g.the Public Health Service Act), health insurance benefits) from such employer on terms at least as favorable then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to the Executive and his in substantially equal monthly installments over the continuation coverage period (or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her familyremaining portion thereof); and
(iiiiv) Notwithstanding any provision to the extent contrary in any equity plan or award agreement with respect to equity awards, cause (A) with respect to the Promotion RSUs which are not previously paid or providedvested as of the Date of Termination and all Annual Equity Awards subject to service-based vesting, each such award to become vested with respect to a prorated portion thereof based on the ratio of the number of days of employment of the Executive during the applicable service-based vesting period to the total number of days of such service-based vesting period, and (B) with respect to all Annual Equity Awards subject to performance-based vesting, each such award to shall continue to be eligible to become vested in accordance with its terms based on actual performance with respect to a prorated portion of such award based on the ratio of the number of days of employment of the Executive during the applicable performance period to the total number of days of such performance period; provided that, notwithstanding anything to the contrary in this Section 5(b)(iv), (x) if such termination of employment occurs during any period when the Executive is unable to engage in substantial gainful activity that may reasonably be expected to result in Disability, the Company shall timely pay or provide shall, on the Date of Termination, cause (I) the Promotion RSUs and all Annual Equity Awards subject to service-based vesting, to become fully vested and (II) all Annual Equity Awards subject to performance-based vesting to continue to be eligible to become vested in accordance with their terms based on actual performance, and (y) if such termination of employment occurs within the twelve (12)-month period immediately following a Change in Control, the Company shall, on the Date of Termination, cause all then-outstanding equity awards granted to the Executive (including, without limitation, the Annual Equity Awards) which are not vested as of the Date of Termination to become vested for the purposes of the 2010 Incentive Award Plan or any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any applicable equity plan, programand any applicable award agreement(s), policydeeming, practicefor purposes of awards subject to performance-based vesting, contract that the Company will attain “target” performance levels (or such higher performance level as expressly contemplated by the applicable award agreement in the event of such a termination). For the avoidance of doubt, in the event of a termination described in subsection (y) that results in accelerated vesting of the performance stock units granted under the 2017 PSU Agreement, (I) the Company and its affiliated companies (such other amounts and benefits shall will be hereinafter referred deemed to as have attained the “Other Benefits”).target” performance level with respect to the EPS Performance Stock Units (as defined in the 2017 PSU Agreement) and (II) the Company will be deemed to have attained the higher of (1) the “target” performance level and
Appears in 1 contract
Sources: Employment Agreement (Novanta Inc)
Termination Without Cause or for Good Reason. If the Executive’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or Deathdeath) or by the Executive for Good Reason within 24 18 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s 's base salary through the Date of Termination, (B) the product of (x) the higher of the Executive’s target bonus as in effect immediately prior to the Measurement Date or the Termination Date and (y) a pro rata current year bonus amount (calculated by dividing fraction, the numerator of which is the number of full and partial months of days in the current fiscal year in which the Executive is employed through the Date of Termination by 12Termination, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), denominator of which is 365 and (C) the amount of any accrued vacation pay, in each case of (A) through (C), to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, an amount equal to (a) two and one half (2.5) multiplied by (b) the sum of (Ax) three times the higher of the Executive’s highest annual base salary at the Company during the three-year period as in effect immediately prior to the Change in Control Measurement Date or the Termination Date and (By) three times the higher of the Executive’s highest annual target bonus amount at the Company during the three-year period as in effect immediately prior to the Change in Control Measurement Date or the Termination Date;.
(ii) for 36 months two years after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide medical, dental and life insurance benefits to the Executive and the Executive’s 's family at least equal to those which would have been provided to them if the Executive’s 's employment had not been terminated, in accordance with the applicable medical, dental and life insurance Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her the Executive’s family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that (A) if the terms of a medical, dental or life insurance Benefit Plan do not permit continued participation therein by a former employee on a tax-favored basis, then an equitable arrangement shall be made by the Company (such as a substitute or alternative plan) to provide as substantially equivalent a benefit as is reasonably possible and (B) if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health medical insurance benefits) from such employer on terms at least as favorable to the Executive and his or her the Executive’s family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her the Executive’s family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s 's termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (other than severance benefits) (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Appears in 1 contract
Sources: Executive Change in Control Retention Agreement (Thermo Fisher Scientific Inc.)
Termination Without Cause or for Good Reason. If In the event the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) without Cause or by the Executive for Good Reason within 24 months following the Reason, at any time, and, provided no Change in Control Dateshall have occurred, the Company shall pay the Executive, in cash, aggregate severance payments equal to (a) his then base salary for twelve (12) months from the Executive shall be entitled to Date of Termination and (b) the following benefits:
product of (i) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 and (ii) the target annual bonus. The Company shall pay to the Executive any severance payments due hereunder in twelve (12) equal monthly payments on the first day of each month following amounts:
such termination. In addition, (1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (Aa) the Executive’s base salary through Executive shall have the Date of Terminationright to exercise any stock options, (B) a pro rata current year bonus amount (calculated long-term incentive awards or other similar awards held by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, him in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his relevant plan documents or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companiesgrant letter; provided, however, that if to the extent any option or award would expire by its terms within six (6) months following the date of termination, then the Executive may exercise said option or award until the earliest of (i) six (6) months following the Date of Termination or (ii) ten (10) years following the date of grant or (iii) the end of the original term of the option grant had the Executive continued employment with the Company; and (b) the Company shall provide the Executive with continuing coverage under the life, disability, accident and health insurance programs for employees of the Company generally and under any supplemental programs covering executives of the Company, as from time to time in effect, for the twelve (12) month period from such termination or until the Executive becomes reemployed with another employer and is eligible to receive for substantially similar coverage under the employee plans of a particular type of benefits (e.g.new employer, health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being whichever occurs earlier, provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the that Executive’s right to elect continued medical coverage after termination of employment under Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, shall be deemed satisfied by the coverage provided in this clause (b). The Executive shall also be entitled to a continuation of all other benefits and reimbursements in effect at the time of termination for the twelve (12) month period following such termination or until the Executive becomes eligible for substantially similar benefits from a new employer, whichever is earlier. In addition, all stock options, restricted stock and other long-term awards held by Executive on the date of termination under any plan, program, policy, practice, contract of the Company’s long-term incentive plans that would vest or agreement become exercisable within the twelve (12) months following such termination of employment had the Executive stayed in the employ of the Company and its affiliated companies (such other amounts and shall vest or become immediately exercisable. Any part of the foregoing benefits that are attributable to participation in a plan in which the Executive can no longer participate under applicable law, shall be hereinafter referred paid by the Company from other sources such that the Executive receives substantially similar benefits to as those provided for under the “Other Benefits”)plan. All amounts payable hereunder shall be paid monthly during such twelve (12) month period and any amounts payable hereunder are in lieu of, not in addition to, amounts payable under Section 4.
Appears in 1 contract
Sources: Change in Control and Severance Agreement (Terex Corp)
Termination Without Cause or for Good Reason. If In the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability event of a Termination Without Cause or Death) or by the Executive a Termination for Good Reason within 24 months following (in either case occurring during the Change in Control DateEmployment Period), then the Executive shall be entitled to receive the following benefitsfollowing:
(a) promptly after the Date of Termination, (but in no event later than ten business days after the Date of Termination) a lump sum amount equal to the sum of Executive's Accrued Base Salary, Accrued Annual Bonus and Prorata Annual Bonus;
(b) promptly after the Date of Termination, (but in no event later than ten business days after the Date of Termination), a lump sum amount equal to the product of (i) the sum of Base Salary plus Target Annual Bonus for the Fiscal Year during which the Date of Termination occurs (provided that no effect shall be given to any reduction in Target Annual Bonus that would qualify as Good Reason if Executive were to terminate his employment on account thereof), plus the LTIP Bonus most recently earned prior to the Date of Termination, and multiplied by (ii) two;
(c) for each LTIP Performance Period that is unexpired as of the Date of Termination, Executive shall be treated as he would be treated under the LTIP effect on the Agreement Date if (i) he terminated employment at age 57 other than for cause (as defined in the LTIP) and (ii) he retired ("LTIP Benefit"); provided that the discretion of the Committee shall not be exercised so as to treat Executive less favorably than other members of Senior Management; provided further that if such payment cannot be provided under the terms of the LTIP, then the Company shall pay amounts equal to such LTIP Benefit, reduced by amounts actually payable under the LTIP at the same time as they otherwise would have been paid;
(d) the benefits specified in Section 5.1, except to the extent provided under Section 6.3(e), and Section 5.2 to which Executive is entitled as of the Date of Termination, for two years following amounts:his Date of Termination, subject to the terms of applicable plans, programs or policies; provided that the Executive shall pay the same amount for such benefits as covered members of Senior Management who are actively employed would pay; provided further that any coverage required to be offered by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, shall begin after such benefits otherwise cease hereunder;
(1e) if the Date of Termination occurs prior to the Executive's 57th birthday, the benefits equivalent to those payable under the Principal Welfare Benefit Plan for Employees calculated under the terms of such plan as if the Date of Termination occurred after Executive's 57th birthday, reduced by amounts actually payable under such plan, and if either Executive or the Company reasonably believes it is likely that such benefits cannot be provided on a tax-favored basis, the Company shall pay the cost of the insurance premium for such benefits;
(f) if the Date of Termination occurs prior to Executive's 57th birthday, promptly, but in a lump sum, in cash, within 30 no event later than ten business days after the Date of Termination, an amount equal to the sum Present Value Actuarial Equivalent of (A) the Executive’s base salary through the benefits to which Executive would be entitled if he had reached his 57th birthday prior to his Date of Termination, (B) Termination and if he had accrued a pro rata current year bonus amount (calculated by dividing number of years of service that is equal to the number of full years of service he would have accrued had his Date of Termination been his 57th birthday under the Principal Pension Plan for Employees, and partial months the Supplemental Executive Retirement Plan for Employees, reduced by the Present Value Actuarial Equivalent of benefits actually payable under such plans calculated as though such plans permitted payment at the current fiscal year in which the Executive is employed through the Executive's Date of Termination by 12applying an early retirement factor that declines by 5% (from the factor utilized for termination of employment at Executive's actual age at termination of employment and upon commencement of early retirement at the earliest retirement age) for each year that Executive's Date of Termination precedes the earliest age at which early retirement is actually permitted under such plan;
(g) all outstanding stock options, stock appreciation rights, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) restricted stock shall be hereinafter referred to as the “Accrued Obligations”)become vested; and
(2h) in a lump sum, in cash, within 30 days after the Date of Terminationkey executive level outplacement services, the sum provider of (A) three times the which shall be selected by Executive’s highest annual base salary at the Company during the three-year period prior , up to a maximum of $10,000; provided that in no event shall any amount be payable to ,Executive in lieu of his receipt of such services. Notwithstanding anything herein to the Change contrary, the benefits provided in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may Section 6.3 shall be provided by the terms only upon Executive's execution of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive a release and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, waiver as described in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)Section 6.5.
Appears in 1 contract
Sources: Employment Agreement (Principal Financial Group Inc)
Termination Without Cause or for Good Reason. If the Executive’s employment with Company -------------------------------------------- exercises its right to terminate the Employment Period without Cause or if Executive exercises his right to terminate the Employment Period for good reason, the Company shall be obligated to pay Executive (or provide Executive with) the following benefits: (a) any salary that was accrued but not yet paid as of the Effective Termination Date; (b) as severance pay, an amount, payable in twelve (12) equal monthly installments commencing on the Effective Termination Date, equal to Executive's annual Base Salary in effect immediately prior to the Effective Termination Date for the greater of twelve (12) months or the remainder of the then current Employment Period (such amount to be payable regardless of whether (x) Executive obtains other employment and is terminated compensated therefor, (y) the Effective Termination Date is less than twelve (12) months prior to the Expiration Date or (z) Executive dies prior to the first anniversary of the Effective Termination Date, but only for so long as Executive is not in violation of Section V hereof); (c) the unpaid Performance Bonus with respect to the calendar year preceding the Effective Termination Date (such Performance Bonus to be determined in the manner it would have been determined and payable at the time it would have been payable under Section III(C) had there been no termination of the Employment Period); (d) the Performance Bonus for the calendar year in which the Effective Termination Date occurs that would have been payable under Section III(C) had there been no termination of the Employment Period (such Performance Bonus to be determined in the manner it would have been determined and payable at the time it would have been payable under Section III(C) had there been no termination of the Employment Period); (e) the benefits set forth in Section III (B) for a period of twelve (12) months after such termination and the Company shall comply with any and all state and federal laws and regulations applying to such benefits; (f) any Options granted to Executive pursuant to Section III (E) that have not vested as of the date of such termination shall vest in full and; (g) the loans made to Executive by the Company pursuant to Section III (other than for CauseG) shall be forgiven and canceled; and (h) outplacement services, Disability or Death) or at the expense of the Company, from a provider reasonably selected by Executive. Notwithstanding the Executive for Good Reason within 24 months following foregoing, in the Change in Control Dateevent that this Agreement terminates by reason of Section IV(D)(iv), then the Executive shall be entitled receive, in addition to the compensation and benefits described in clauses (a), (e), (f), (g) and (h) above, the following benefits:
(i) A cash bonus for the Company shall pay to year of termination, calculated as a pro rata portion of the Executive the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum greater of (A) Executive's target annual bonus for the Executive’s base salary through the Date year of Termination, termination or (B) a pro rata current year bonus the amount (calculated by dividing determined and paid in accordance with the number of full and partial months terms of the then current annual bonus plan applicable to Executive,
(ii) Payment in a lump sum of an amount equal to 2.99 times Executive's base salary as in effect pursuant to Section III A above prior to the termination;
(iii) Payment in a lump sum of an amount equal to 2.99 times Executive's target annual bonus pursuant to Section III C above for the fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”)termination; and
(iv) Continuation, for a period of two (2) in a lump sum, in cash, within 30 days years after the Date date of Terminationtermination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date medical and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Terminationdental benefits, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive life insurance and the Executive’s family executive physical examinations at least equal to those which would have been provided to them if the Executive’s 's employment had not been terminatedcontinued for that time, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of but such benefits under this clause (e.g., health insurance benefitsd) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer may be required to provide those particular benefits to the Executive and his or her family; and
(iii) discontinued earlier to the extent not previously paid or provided, the Company shall timely pay or provide that Executive becomes entitled to the Executive any other amounts or comparable benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)from a subsequent employer.
Appears in 1 contract
Termination Without Cause or for Good Reason. If In the event the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) without Cause or by the Executive for with Good Reason within 24 months following (but not in any event as a result of Disability, death, or as the Change in Control Dateresult of a termination with Cause or without Good Reason), then the Company shall pay to the Executive the Pro-Rata Bonus and the Accrued Obligations, excluding the Severance Bonus. In addition, the Executive shall be entitled to the following benefitsfollowing:
(i) the Company shall pay to the Executive the aggregate of following amounts:
(1) amounts in a lump sum, in cash, sum payment within 30 days after of the Date Termination Date; provided, however, that if the Executive is a “specified employee” within the meaning of TerminationSection 409A of the Code and the guidance issued thereunder on the Termination Date, then such payments shall be delayed until the sum date that is six months and one day following the Termination Date, if and to the extent required to comply with Section 409A of the Code:
(A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as Base Salary for the “Accrued Obligations”)36-month period following the Termination Date; and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three (3) times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control DateReference Bonus Amount;
(ii) for 36 months two (2) years after the Date of TerminationTermination Date, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide medical and dental benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans medical and dental benefit plans in effect on the Measurement Termination Date and in which Executive participated as of such date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of medical and dental benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his family. In addition, in the event the Executive receives such benefits pursuant to the preceding sentence for the entire two-year period and as of the end of such two-year period the Executive is not eligible to receive medical and dental benefits from a subsequent employer, then at the end of such two-year period the Company shall make a lump sum payment to the Executive in an amount equal to the Company’s cost of providing such medical and dental benefits pursuant to the preceding sentence for a one-year period, with such amount based on the relevant rates in effect as of the last day of such two-year period;
(iii) all outstanding stock options shall become fully vested and all stock options granted prior to November 21, 2002 shall remain exercisable until two (2) years from the Termination Date (but in no event beyond the end of each such stock option’s Exercise Period ) and all stock options granted on or her familyafter November 21, 2002 shall remain exercisable until three (3) years from the Termination Date (but in no event beyond the end of each such stock option’s Exercise Period);
(iv) the transfer restrictions on all outstanding restricted stock, restricted stock units and other equity awards granted to the Executive that are subject to time-based vesting at the time of termination shall lapse; and
(iiiv) notwithstanding anything to the extent not previously paid contrary in this Agreement or provided, the Company shall timely pay or provide to in the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following Retention Agreement, if the Executive’s termination of employment with the Company is terminated under any plan, program, policy, practice, contract or agreement circumstances which entitle the Executive to receive benefits under the terms of the Company Executive Retention Agreement and its affiliated companies (such other amounts and benefits this Agreement, the Executive shall be hereinafter referred entitled to benefits equal to the greater of (1) the benefits due and payable to him under Section 4 of the Executive Retention Agreement as a result of such termination or (2) the benefits due and payable to him under this Section 10 as a result of such termination, but not both. In furtherance thereof, it is the Parties’ understanding that in the event of a termination under such circumstances, the Executive shall be entitled to receive benefits payable under Section 10 of this Agreement or Section 4 of the Executive Retention Agreement (but not both) determined on a benefit by benefit basis by the Executive and that the term “Other Benefits”)” as defined in the Executive Retention Agreement shall not include benefits payable under this Agreement.
Appears in 1 contract
Sources: Employment Agreement (Thermo Fisher Scientific Inc.)
Termination Without Cause or for Good Reason. If In the event the Executive’s employment with the Company is terminated upon or prior to the Expiration Date (x) by the Company (other than for Cause, Disability Cause or Death(y) or by the Executive for Good Reason within 24 Reason, and Section 8(a) does not apply, the Company shall pay or provide to the Executive (i) the Accrued Amounts; (ii) continued payment of the Make-Up Payments paid in accordance with Section 5(b) (including payment timing); and (iii) subject to Section 9:
(A) subject to Section 25(b), continued payments of Base Salary for twenty (20) months following the Change date of termination (the “Severance Payment”) paid in Control Date, then accordance with the Company’s normal payroll policies as if the Executive shall were an employee (but off employee payroll); provided, that unless subject to further delay as set forth in Section 25(b), the first payment of the Severance Payment will made on the sixtieth (60th) day after the date of termination and will include payment of any amounts that would otherwise be entitled to the following benefits:due prior thereto;
(iB) the Pro Rata Bonus; and
(C) subject to Section 25(b) hereof, if the Executive timely elects COBRA Coverage under the Health Plans, the Company shall pay to the Executive monthly an amount equal to the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date difference of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) premium costs for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to COBRA Coverage for the Executive and the Executive’s family dependents minus the active employee rate under the Health Plans (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars) being paid by the Executive at least equal to those which would have been provided to them the time of termination of employment, if any, until the earliest of (I) eighteen (18) months from the date of termination, (II) the Executive becoming eligible for medical benefits from a subsequent employer, or (III) the Executive and the Executive’s employment had not been terminateddependents otherwise ceasing to be eligible for COBRA Coverage (the “Termination COBRA Payments”); provided, that unless subject to further delay as set forth in Section 25(b), the first payment of the Termination COBRA Payments will made on the sixtieth (60th) day after the date of termination and will include payment of any amounts that would otherwise be due prior thereto. Following any such termination all equity awards granted to the Executive shall be governed in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives terms of the Company applicable grant agreements. Payments and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type benefits provided in this Section 7(d) shall be in lieu of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his any termination or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts severance payments or benefits required to be paid or provided or for which the Executive is may be eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as plans, policies or programs of the “Other Benefits”)Company.
Appears in 1 contract
Sources: Executive Employment Agreement (P&f Industries Inc)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company and its affiliates is terminated (x) by the Company (other than for CauseCause (and other than due to death or Disability), Disability or Death(y) or by the Executive for Good Reason Reason, in each case, within 24 months the twelve (12) month period following the occurrence of a Change in Control DateControl, then the Company shall pay or provide the Executive shall be entitled to with the following benefits, subject to the Executive’s continued compliance with the obligations in Sections 3 and 4 hereof:
(i) The Accrued Benefits;
(ii) An amount equal to [—], payable in a single lump sum within five (5) days following the Company shall pay date the release described in Section 3 hereof becomes effective, subject to Section 2(a)(vi) below (to the Executive the following amounts:extent applicable);
(1iii) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) An amount equal to [—] times the Executive’s base salary through target annual bonus opportunity for the Date year of Terminationtermination, as provided under the Company’s annual cash incentive compensation plan or program, any applicable employment agreement between the Executive and the Company or as otherwise determined by the Board or the Committee, payable in a single lump sum within five (B5) a pro days following the date the release described in Section 3 hereof becomes effective, subject to Section 2(a)(vi) below (to the extent applicable);
(iv) A pro-rata current year bonus amount (calculated by dividing the number of full and partial months portion of the current Executive’s annual bonus for the fiscal year in which the Executive’s termination occurs based on actual results for such year (determined by multiplying the amount of such bonus which would be due for the full fiscal year by a fraction, the numerator of which is the number of days during the fiscal year of termination that the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount Company and the denominator of which is 365), payable at the same time bonuses for such year are paid to Executive in other senior executives of the preceding three years), and (C) any accrued vacation payCompany but, in each case to any event, during the extent not previously paid (calendar year following the sum year of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”)termination; and
(2v) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times Subject to the Executive’s highest annual base salary at timely election and eligibility therefor, continued participation in the Company during the three-year period prior Company’s group health plan (to the Change in Control Date extent permitted under applicable law and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate such plan, program, practice or policy, each month the Company shall continue to provide benefits to ) which covers the Executive (and the Executive’s family eligible dependents) for a period of eighteen (18) months at least equal to those which would have been provided to them if the ExecutiveCompany’s employment had not been terminated, in accordance expense (together with the applicable Benefit Plans payments and benefits provided in effect on Section 2(a)(ii)-(iv), collectively, the Measurement Date or, if more favorable to “Severance Benefits”); provided that in the event that the Executive and his or her familyobtains other employment that offers group health benefits, in effect generally at any time thereafter with respect to other peer executives such continuation of coverage by the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefitsunder this Section 2(a)(v) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; andimmediately cease.
(iiivi) Notwithstanding the foregoing, to the extent not previously paid or provided, the Company shall timely pay or provide to that the Executive is a U.S. taxpayer and any other amounts or benefits required of the Severance Benefits constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, any such payment scheduled to occur during the first sixty (60) days following such termination shall not be paid until the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be paid or provided or which the Executive is eligible to receive following prior thereto.
(vii) The impact of the Executive’s termination of employment under this Section 2(a) with respect to any plan, program, policy, practice, contract or agreement outstanding long-term incentive program awards shall be governed by all of the terms and conditions of such program and the applicable award documentation thereunder. Notwithstanding the foregoing, the Severance Benefits shall only be payable to the extent that the aggregate value of the Severance Benefits exceeds any termination or severance payments or benefits, including any applicable notice period or payment in lieu thereof, for which the Executive may be eligible under (i) any of the plans, policies or programs of the Company, (ii) any employment or any such similar agreement between the Executive and the Company and or any of its affiliated companies subsidiaries or affiliates or (such other amounts and benefits iii) applicable law; provided that, to the extent applicable, the Severance Benefits shall be hereinafter referred reduced (offset) by any statutory entitlements of the Executive (including notice of termination, termination pay and/or severance pay, but excluding statutory unemployment benefits), and any payment related to as an actual or potential liability under the “Other Benefits”)Worker Adjustment and Retraining Notification Act of 1988 or similar state, local or foreign law.
Appears in 1 contract
Sources: Change in Control Severance Agreement (TAMINCO Corp)
Termination Without Cause or for Good Reason. If BENEFITS. In the Executive’s employment with the Company event there is terminated a termination by the Company (other than for without Cause, Disability or Death) or by the if Executive terminates for Good Reason within 24 months following the Change in Control Date(a "Termination Event"), then the this Agreement shall terminate and Executive shall be entitled to the following severance benefits:
(i) the Company shall pay to the Executive the following amounts:
(1) For the remainder of the Basic Term after the Termination Date, Base Salary (as defined in Paragraph 3(a)), at the rate in effect immediately prior to the Termination Event, payable in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and;
(2) in If there is a lump sum, in cash, within 30 days after the Date Change of Termination, the sum of (A) three times the Executive’s highest annual base salary at Control or if there is a termination by the Company during the threewithout Cause or by Executive for Good Reason any stock options and other stock-year period prior to the Change in Control Date and related grants (B"Stock Awards") three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;
(ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms which Executive has received under any of the appropriate plan, program, practice or policy, each month the Company HCC Stock Option Plans shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; vest immediately provided, however, that if the Executive becomes reemployed with another employer and there is eligible to receive a particular type of benefits (e.g.termination for Good Reason, health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the CompanyCompany other than for Cause, then all options shall be exercisable for one year or the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; andremainder of that term, whichever is less;
(iii3) to To the extent not previously theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, policy or practice, or contract or agreement of the Company and its affiliated companies for the period of time equal to the remainder of the Basic Term and through December 31, 2001 the Company, at its sole expense, shall continue to provide (through its own plan and/or individual policies) Executive (and Executive's dependents) with health benefits no less favorable than the group health plan benefits provided during such period to any senior executive officer of the Company or any affiliated company (to the extent any such coverage or benefits are taxable to Executive by reason of being provided under a self-insured health plan of the Company or an affiliate, the Company shall make Executive "whole" for the same on an after-tax basis), provided, however, such coverage shall be secondary to any group health plan coverage Executive (or his dependents) receive from another employer, (such other amounts and benefits shall be hereinafter referred to as the “"Other Benefits”");
(4) If Executive receives any payments whether or not pursuant to this Agreement which are subject to an excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, or any similar tax imposed under federal, state, or local law (collectively, "Excise Taxes"), the Company shall pay to Executive (on or before the date on which the Company is required to withhold such Excise Taxes), 1) an additional amount equal to all Excise Taxes then due and payable, and 2) the amount necessary to defray Executive's increased (federal, state, and local) tax liability arising due to payment of the amounts specified in this Subsections (4) of this Paragraph 4, which shall include any costs and expenses, including penalties and interest incurred by Executive in connection with any audit, proceedings, etc. related to the payment of such Excise Taxes or this payment. For purposes of calculating the amount payable to Executive under this Paragraph, the federal and state income tax rates used shall be the highest marginal federal and state rates applicable to ordinary income in Executive's state of residence, taking into account any federal income tax deductions or credits available to Executive for state income taxes. The Company shall cause its independent auditors to calculate such amount and provide Executive a copy of such calculation at least ten (10) days prior to the date specified above for payment of such amount. It is the intent of the Parties that this Subsection (4) shall place Executive in the same net after-tax position Executive would have been in had no payment been subject to an Excise Tax and, notwithstanding anything herein to the contrary, it shall be construed to effectuate said result;
(5) All accrued compensation and unreimbursed expenses through the Termination Date. Such amounts shall be paid to Executive in a lump sum in cash within thirty (30) days after the Termination Date; and
(6) Executive shall be free to accept other employment during such period, and there shall be no offset of any employment compensation earned by Executive in such other employment during such period against payments due Executive under this Paragraph (4), and there shall be not offset in any compensation received from such other employment against the Base Salary set forth above.
Appears in 1 contract
Sources: Employment Agreement (HCC Insurance Holdings Inc/De/)
Termination Without Cause or for Good Reason. If During the Executive’s employment with the Company Term of Employment, if Employee is terminated by the Company (other than for Cause, Disability without Cause or Death) or by the Executive if Employee terminates Employee’s employment for Good Reason within 24 months following the Change in Control DateReason, then the Executive Employee shall be entitled to the following benefits:items within sixty (60) days following the Termination Date (except as provided in Section 9.a.(iii) below) so long as Employee has signed and not revoked the Release described in Section 12 below during such sixty (60) day period (provided, however, consistent with Section 12, if the sixty (60) day period begins in one calendar year and ends in a second calendar year, payments will be made in the second calendar year):
(i) The Company shall provide the items set forth in Section 8.a. and 8.b. above.
(ii) The Company shall pay to Employee a lump sum severance pay amount equal to the sum of (aa) twelve (12) months of the Base Salary in effect immediately prior to the Termination Date, and (bb) twelve (12) months of the Company’s COBRA premiums in effect on the Termination Date (based on Employee’s coverage status under the Company’s group health plan on the Termination Date).
(iii) If and to the extent that the Board of Directors has awarded a discretionary bonus to Employee, or Employee is otherwise eligible for a bonus under any incentive compensation plan approved by the Board of Directors, in either case relating to the fiscal year during which the Termination Date occurs, the Company shall pay Employee a lump sum amount equal to at least one hundred percent (100%) of the bonus or bonuses attributable to the Executive fiscal year during which the Termination Date occurs if such bonus or bonuses would have been earned and paid but for the termination of Employee’s employment. Notwithstanding the requirement stated in this Section 9.a. above to provide amounts within sixty (60) days following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of TerminationTermination Date, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year bonus amount (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying payment required under this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (CSection 9.a.(iii) shall be hereinafter referred paid to Employee on the same date as such fiscal year bonuses are paid to the “Accrued Obligations”); andCompany’s active employees in the next year, which is the date Employee would have received such bonus payment had Employee remained continuously employed by the Company.
(2iv) Acceleration in full, effective as of the Termination Date, of all then outstanding time-based equity awards and a lump sum, in cash, within 30 days after “pro rata” portion (based on the Date portion of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during the three-year applicable performance period actually served prior to termination) of all then outstanding Performance-Based Awards regardless of whether or not such Performance-Based Awards would become vested and exercisable based on the Change in Control Date and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior to the Change in Control Date;applicable performance criteria.
(iiv) for 36 months after the Date of TerminationEmployee’s participation in and/or coverage under all other employee benefit plans, programs or such longer period as may be provided arrangements sponsored or maintained by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue cease to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives be effective as of the Company and its affiliated companies; providedTermination Date, howeverunless such benefit, that if program or plan is inalienable under the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”)law.
Appears in 1 contract
Sources: Employment Agreement (Nuverra Environmental Solutions, Inc.)
Termination Without Cause or for Good Reason. If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or Death) or by the Executive for Good Reason within 24 months following the Change in Control Date, then the Executive shall be entitled to the following benefits:
(i) the Company shall pay to the Executive the following amounts:
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) the Executive’s base salary through the Date of Termination, (B) a pro rata current year any bonus amount (calculated by dividing amounts with respect to periods ending prior to the number Date of full and partial months of the current fiscal year in Termination which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid entitled to Executive in the preceding three years), and (C) the amount of any compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (C) shall be hereinafter referred to as the “Accrued Obligations”); and
(2) in on a lump summonthly basis, in cash, within 30 days after accordance with the Company’s standard practice prior to the Date of Termination, for a period of 12 months following the Date of Termination, an amount equal to the sum of (A) three times one-twelfth of the Executive’s highest annual base salary at the Company during the three-year period prior to the Change in Control Date and (B) three times one-twelfth of the Executive’s highest annual target bonus amount at the Company during the three-year period prior to the Change in Control Date;; provided, however, that the Company shall not be obligated to make any payments under this Section 4.2(a)(i)(2) from and after the date that the Executive becomes engaged in a Competitive Activity (as defined in Section 4.2(a)(iv)); Iomega Confidential
(ii) for 36 12 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date or, if more favorable to the Executive and his or her family, in effect generally at any time thereafter with respect to other peer executives of the Company and its affiliated companies; provided, however, that if the Executive either (1) becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the CompanyCompany or (2) becomes engaged in a Competitive Activity, then the Company shall no longer be required to provide those particular benefits (or in the case of clause (2), any benefits) to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”).
Appears in 1 contract
Termination Without Cause or for Good Reason. If In the Executiveevent of the Employee’s employment with the Company is terminated Termination of Employment by the Company (other than for Cause, Disability or Death) Employer without Cause or by the Executive Employee for Good Reason within 24 months following (as defined in the Change in Control DateEmployment Agreement by and among the Company, then Intelsat, Ltd. and the Executive shall be entitled to Employee, dated May 6, 2009 and effective as of November 3, 2008 (the following benefits:“Employment Agreement”)):
(i) the Company shall pay to the Executive the following amounts:Treatment.
(1) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) Time Vested Shares. On or prior to April 30, 2011, any unvested Class B Time-Vesting Shares (and the Executive’s base salary through related cash dividends and proceeds thereof held by the Date of TerminationCompany in accordance with Section 8 hereof (“Custodial Dividends”), (B) a pro rata current year bonus amount (calculated by dividing if any, with respect to such Class B Shares which have not vested at the number of full and partial months time of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the highest annual bonus payment amount paid to Executive in the preceding three years), and (C) any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (A), (B), and (Cdividend payment) shall be hereinafter referred forfeited as of the date of such Termination of Employment subject to the last sentence of this Section 6(a)(i)(A). In the event such Termination of Employment occurs after April 30, 2011, fifty percent (50%) of the unvested Class B Time-Vesting Shares (and the related Custodial Dividends, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) shall be forfeited as of the date of such Termination of Employment subject to the last sentence of this Section 6(a)(i)(A) and fifty percent (50%) of the unvested Class B Time-Vesting Shares (and the related Custodial Dividends, if any, with respect to such Class B Shares which have not vested at the time of the dividend payment) shall vest on the date of such Termination of Employment. Notwithstanding the foregoing, if during the period commencing with such Termination of Employment and ending on the six month anniversary of such Termination of Employment (the “Accrued ObligationsInvoluntary Termination Protected Period”); and
(2) in a lump sum, in cash, within 30 days after the Date of Termination, the sum of (A) three times the Executive’s highest annual base salary at the Company during enters into a definitive agreement with respect to a Change in Control transaction, then immediately on the three-year period prior to effective date of the Change in Control Date Control, as applicable (and (B) three times the Executive’s highest annual bonus amount at the Company during the three-year period prior subject to the consummation of such Change in Control Date;
Control), any unvested Class B Time-Vesting Shares shall become fully vested (ii) for 36 months after the Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, each month the Company shall continue to provide benefits to the Executive and the Executive’s family at least equal to those which would have been provided to them if the Executive’s employment had not been terminated, in accordance with the applicable Benefit Plans in effect on the Measurement Date orrelated Custodial Dividends vested, if more favorable to the Executive and his or her familyany, in effect generally at any time thereafter with respect to other peer executives such Class B Shares which have not vested at the time of the Company and its affiliated companies; provided, however, that if the Executive becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Executive and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Executive and his or her family; and
(iii) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company and its affiliated companies (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”dividend payment).
Appears in 1 contract
Sources: Class B Restricted Share Agreement