Termination Without Cause or for Good Reason. If this Agreement is terminated by the Company without Cause or by the Executive for Good Reason, then the Company will pay the Executive (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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 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 this Agreement is terminated by Except as otherwise provided in Section 8.3, and subject to Section 7.8, in the Company without event of a Termination Without Cause or by the Executive a Termination for Good Reason:
(a) Executive shall receive a lump sum equal to his Accrued Base Salary and Accrued Annual Incentive, then and shall receive his Prorated Annual Incentive at the Company will pay time the Executive (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 unreimbursed business expenses performance with respect to which the Annual Incentive is certified;
(b) Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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, shall receive a lump sum payment equal to eighteen the number of years (18and fractions thereof) times (or such lesser period that in the Executive and/or Severance Period multiplied by the sum of Executive’s eligible dependents are entitled Base Salary then in effect plus the Formula Annual Incentive.
(c) Executive shall receive for the duration of the Severance Period a continuation of the benefits described in Section 6.3 to under COBRA) the amount of monthly employer contribution that the Company 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 which Executive and his dependents in family are entitled as of the month immediately preceding the date Termination Date, (or, if such benefits are not available, then economically equivalent benefits).
(d) each of termination; provided, however, that the Executive or the Executive’s eligible dependents Options that is exercisable on the Termination Date shall be solely responsible for any non-monetary requirements which must be satisfied or actions remain exercisable until the applicable Option Expiration Date;
(e) each of Executive’s Options that must be taken in order to obtain such COBRA continuation coverage. Payment has not yet become exercisable as of the amounts listed in this Section 7.4 Termination Date shall upon the Termination Date become fully exercisable and, after becoming so exercisable, shall remain exercisable until the applicable Option Expiration Date.
(f) any Restricted Stock granted to Executive that is not yet vested on the Termination Date shall immediately upon the Termination Date become vested and no longer be made by subject to restrictions;
(g) any Performance Shares granted to Executive that are not yet vested on the Company within thirty Termination Date shall become vested and no longer subject to restrictions as follows: (30) 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 separation payment equal to three times (3xx) the sum of Performance Share award (Aif any) granted to Executive for the Executive’s then current Base Salaryyear in which the Termination Date occurs shall become vested based on performance for such year at the time such performance is certified, and (By) the Executive’s average Bonus for the two remaining outstanding Performance Shares shall immediately become vested; and
(2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3xh) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount SERP Benefit shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date treated as described in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided herein6.2.
Appears in 2 contracts
Sources: Employment Agreement (Exelon Generation Co LLC), Employment Agreement (Exelon Corp)
Termination Without Cause or for Good Reason. If this Agreement Executive’s employment by the Company is terminated by the Company without other than for Cause (other than a termination for Disability) or by the Executive for Good Reason, then the Company will shall pay the or provide Executive with (i) all accrued, but unpaid, wages through the termination date, based on the Executive’s then current Base SalaryAccrued Amounts; (ii) all accrued, but unpaid, vacation a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination date, based on that Executive is employed by the Company and the denominator of which is 365) of Executive’s then current Base SalaryAnnual Bonus for the performance year in which Executive’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines in good faith that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement continue his then current Base Salary as provided herein, provided that, to the extent not previously submitted, if his employment continued for a request for reimbursement period of business expenses is submitted in accordance with the Company’s policies within ten twelve (1012) 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 months from the date of termination, a lump sum payment equal subject to eighteen the mitigation provisions set forth below; and (18iv) times (or such lesser period that the Executive and/or the subject to Executive’s continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents are entitled to under COBRAdependents) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium same terms and conditions (except for continuation coverage under COBRAthe requirements of Executive’s continued employment) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding effect on the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for . If at any non-monetary 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 (30) days of the time after Executive’s termination date, with the payment date determined by while the Company in its sole discretion. In additionis obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, such event and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionallyobligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, notwithstanding anything prompt notice of which Executive shall furnish to the contrary in Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the Incentive Plan or any award agreement, upon the expiration of the Term as a result of extent such coverage cannot be provided under the Company’s termination health or welfare plans without jeopardizing the tax status of Executive without Cause such plans, for underwriting reasons or because of the tax impact on Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this Agreement; however, subsection shall reduce and count against Executive’s rights under the Executive shall continue to be bound by Section 10 and all other 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 Consolidated Omnibus Budget Reconciliation Act of this Agreement1985, as provided hereinamended (“COBRA”).
Appears in 2 contracts
Sources: Employment Agreement (Virtual Radiologic CORP), Employment Agreement (Virtual Radiologic CORP)
Termination Without Cause or for Good Reason. If this Agreement is terminated by the Company without Cause or by the Executive for Good Reason, then the Company will pay the Executive (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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement 's employment is terminated by the Company without Cause or by Executive for Good Reason before Reason, Executive completes two shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:
(i) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination;
(ii) Executive shall be entitled to receive severance pay in an amount equal to the sum of:
(A) Executive's monthly base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable over the twelve (12) month period commencing on the date of termination in equal monthly installments, plus
(B) an amount equal to Executive's Bonus for the year in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of termination, payable over the twelve (12) month period commencing on the date of termination in equal monthly installments;
(iii) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which the applicable continuation period under COBRA expires), (1) reimburse Executive for the costs associated with continuation coverage pursuant to COBRA for Executive and his or her eligible dependents who were covered under the Company's health plans as of the date of Executive's termination (provided that Executive shall be solely responsible for all matters relating to his or her continuation of coverage pursuant to COBRA, including, without limitation, his or her election of such coverage and his or her timely payment of premiums), and (2) annual Bonus periods, then part pay for and provide Executive and such eligible dependents with life insurance benefits coverage to the extent such Executive and/or such dependents were receiving such benefits prior to the date of Executive's termination; and
(Biv) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount Executive shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirtyentitled to executive-six (36) months from such date in accordance with level outplacement services at the Company’s regular payroll practices's expense, not to exceed $15,000. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as Such services shall be provided by a result of firm selected by Executive from a list compiled by the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided herein.
Appears in 2 contracts
Sources: Employment Agreement (Cancervax Corp), Employment Agreement (Cancervax Corp)
Termination Without Cause or for Good Reason. If this Agreement Executive’s employment by the Company is terminated by the Company without other than for Cause (other than a termination for Disability) or by the Executive for Good Reason, then the Company will shall pay the or provide Executive with (i) all accrued, but unpaid, wages through the termination date, based on the Executive’s then current Base SalaryAccrued Amounts; (ii) all accrued, but unpaid, vacation a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination date, based on that Executive is employed by the Company and the denominator of which is 365) of Executive’s then current Base SalaryAnnual Bonus for the performance year in which Executive’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines in good faith that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement continue his then current Base Salary as provided herein, provided that, to the extent not previously submitted, if his employment continued for a request for reimbursement period of business expenses is submitted in accordance with the Company’s policies within ten twelve (1012) 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 months from the date of termination, a lump sum payment equal subject to eighteen the mitigation provisions set forth below; and (18iv) times (or such lesser period that the Executive and/or the subject to Executive’s continued co-payment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents are entitled to under COBRAdependents) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium same terms and conditions (except for continuation coverage under COBRAthe requirements of Executive’s continued employment) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding effect on the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for . If at any non-monetary 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 (30) days of the time after Executive’s termination date, with the payment date determined by while the Company in its sole discretion. In additionis obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, such event and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionallyobligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, notwithstanding anything prompt notice of which Executive shall furnish to the contrary in Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the Incentive Plan or any award agreement, upon the expiration of the Term as a result of extent such coverage cannot be provided under the Company’s termination health or welfare plans without jeopardizing the tax status of Executive without Cause such plans, for underwriting reasons or because of the tax impact on Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this Agreement; however, subsection shall reduce and count against Executive’s rights under the Executive shall continue to be bound by Section 10 and all other 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 Consolidated Omnibus Budget Reconciliation Act of this Agreement1985, as provided hereinamended (“COBRA”).
Appears in 2 contracts
Sources: Employment Agreement (Virtual Radiologic CORP), Employment Agreement (Virtual Radiologic CORP)
Termination Without Cause or for Good Reason. If this Agreement In the event that the Term and Employee’s employment hereunder is terminated by the Company Employer without Cause or by the Executive Employee for Good Reason, then the Company will pay the Executive (i) all accruedin each case, 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 second anniversary of the Effective Date, Employee shall be entitled to receive (a) accrued and unpaid Base Salary or Annual Bonus earned but not yet paid as of the date of terminationtermination of employment, which shall be paid in 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) days after the date of the ExecutiveEmployee’s termination dateof employment, with the payment date determined or otherwise required by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Periodapplicable law, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment in respect of the separation payment shall begin Annual Bonus, on the first regular payroll scheduled payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with Subsection 3.2, (b) payment of the CompanyAnnual Bonus in an amount equal to the Minimum Annual Bonus for each calendar year during the period commencing on the date of termination and ending on the later of (i) the second anniversary of the Effective Date and (ii) the first anniversary of the date of termination (such period of time, the “Continuation Period”) for which the Annual Bonus has not yet been earned or paid (prorated for any partial year at the end of the Continuation Period), payable on the scheduled payment date for the applicable Annual Bonus in accordance with Subsection 3.2 as if Employee had remained employed through the payment date of such Annual Bonus, assuming the Minimum Annual Bonus for any period after the Term, as applicable, remained consistent with Subsection 3.2 (the “Bonus Continuation”), (c) continued payment of the Base Salary in effect as of the date of Employee’s regular payroll practicestermination of employment as if Employee had remained employed through the Continuation Period (the “Continuation Payments”), and (d) accelerated vesting of the portion of (i) the Annual Equity Award subject to time-based vesting and (ii) the IPO Equity Award, in each case (i) and (ii) that remains unvested as of the date of termination (the “Equity Award Acceleration”). AdditionallyNotwithstanding anything in this Agreement to the contrary, notwithstanding the Continuation Payments and any right to the Bonus Continuation shall immediately cease (and Employee shall forfeit the portion of the Annual Equity Award and IPO Equity Award subject to the Equity Award Acceleration and any equity received in respect thereof (and refund all proceeds received in respect of such equity through sale thereof or otherwise)) in the event that Employee breaches any of the covenants set forth in Sections 7 or 8 of this Agreement or any restrictive covenants then-applicable to Employee. In order to receive the Continuation Payments, the Bonus Continuation and the Equity Award Acceleration, Employee must first execute and deliver a release of claims in the form attached hereto as Exhibit B (the “Release”), that has become effective in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) within sixty (60) days after the date of termination of Employee’s employment (such 60-day period, the “Release Period”). The Continuation Payments shall be paid ratably in monthly installments over the Continuation Period with the first such installment to be paid no later than ten (10) days following the date on which the Release becomes effective and irrevocable (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such date absent the requirement to execute the Release); provided, that, if the Release Period spans two calendar years, then the first installment of the Continuation Payments (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such date absent this proviso) will be paid on the first business day of the second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to this Subsection 4.6 absent this proviso. Notwithstanding anything to the contrary in the Incentive Plan Annual Equity Award Agreements or the IPO Equity Award Agreements, (i) the portion of the Annual Equity Award subject to time-based vesting and IPO Equity Award that, in each case, remains unvested as of the date of termination by Employer without Cause or by Employee for Good Reason shall remain outstanding and unvested and shall become vested (and be exercisable and/or settled) if and only if the Release becomes effective as described above and Employee is otherwise entitled hereunder, subject to compliance with Section 409A of the Code, and (ii) if the Release does not become so effective, such portion shall be forfeited for no consideration immediately following the end of the Release Period. In the event of any award agreement, upon the expiration termination of the Term as a result of the Companyand Employee’s termination of Executive employment hereunder by Employer without Cause or Executive’s termination by Employee for Good Reason, Employee shall resign all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to positions held with the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereinEmployer Group.
Appears in 2 contracts
Sources: Term Employment Agreement (Endeavor Group Holdings, Inc.), Term Employment Agreement (Endeavor Group Holdings, Inc.)
Termination Without Cause or for Good Reason. If this Agreement is terminated The Executive shall be entitled to severance benefits if, during the two year period commencing on the Effective Date, the Executive has a Termination of Employment initiated (i) by the Company or any of its affiliates without Cause or (ii) by the Executive for Good Reason, then the Company will pay the Executive . Such severance benefits shall include (i) all accrueda cash payment, which shall be payable in one lump sum as soon as reasonably practicable after the Date of Termination, but unpaidin no event later than fourteen days thereafter, wages through equal to (x) one and one-half times the termination date, based on sum of the Executive’s 's Base Salary and Target Bonus, each as in effect upon the Termination of Employment (without giving effect to any reduction which constitutes Good Reason) (or, if higher, immediately prior to the Effective Date), and (y) the amount under all of the Pension Plans which the Executive would have accrued during the period from the Date of Termination until the third anniversary of the Date of Termination had the Executive continued employment with the Company, assuming no change in Base Salary and Target Bonus, each as in effect immediately prior to the Termination of Employment (without giving effect to any reduction that constitutes Good Reason) (or, if higher, immediately prior to the Effective Date), assuming full bonus payout and without regard to any amendment to the Pension Plans made upon or subsequent to the Effective Date, PROVIDED, HOWEVER, that such amount shall be reduced by the amount, if any, of the Retention Bonus (defined below) already paid to the Executive; PROVIDED, FURTHER, that after such reduction the Executive shall be entitled to no less than one times the sum of the Executive's then current Base SalarySalary and the Target Bonus; (ii) all accrued, but unpaid, vacation through continuation during the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement Severance Period of business expenses is submitted coverage under and participation in accordance with the Company’s policies within ten (10) business days of the Executive’s termination date; (iv) all earned employee welfare and accrued but unpaid bonuses; and (v) if fringe benefit plans or programs that the Executive (and any beneficiary) is covered under or participating in the Company’s group medical, vision and dental plan immediately prior to the date Notice of termination, a lump sum payment equal Termination (without giving effect to eighteen any reduction in such benefits which constitutes Good Reason) (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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following more favorable to the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything immediately prior to the contrary in the Incentive Plan Effective Date) (or any award agreement, upon the expiration of the Term as substantially equivalent plans or programs on a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Planbenefit by benefit basis), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding reduction of such units. Except as set forth in this Section 7.4, Section 10.2(e) employee welfare and Section 11, the Company shall have no other obligations to fringe benefit plans upon re-employment and receipt by the Executive of comparable benefits under this Agreementwelfare and fringe benefit plans of a successor employer during the Severance Period; howeverand (iii) receipt of outplacement services during the Severance Period, which services are no less favorable than the Executive shall continue to be bound executive outplacement provided by Section 10 and all other post-termination obligations to which the Executive is subjectCompany, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided hereinconsistent with past practices.
Appears in 2 contracts
Sources: Retention and Severance Agreement (Quebecor World Usa Inc), Retention and Severance Agreement (Quebecor World Usa Inc)
Termination Without Cause or for Good Reason. (a) If this Agreement at any time during the Term (1) Executive's employment is terminated by the Company without for any reason other than Cause or the death or disability of Executive or (2) Executive's employment is terminated by the Executive for Good ReasonReason (as hereinafter defined):
(b) Company shall, then the Company will on or before Executive's last day of full-time employment hereunder, pay the Executive all amounts (iincluding salary, bonuses, vacation pay, expense reimbursement, etc.) all accruedthat have been fully earned by, but unpaidnot yet paid to, wages through Executive under this Agreement as of the date of such termination date, based on plus a lump sum cash payment equal to the greater of (x) (A) Executive’s 's then current Base Salary; (ii) all accrued, but unpaid, vacation Salary through the termination date, based on 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 's then current Base SalarySalary ("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 and one-half 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 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; (iii) all unreimbursed business expenses with respect to which provided, however, if the Executive is entitled to reimbursement as provided hereinthe lump sum payment set forth in the preceding sentence, provided that, by written notice to the extent not previously submittedCompany within ten days of such termination, a request for reimbursement Executive may elect to receive his Base Salary included in the computation of business expenses is submitted such lump sum payment in accordance with the Company’s policies within ten 's regular payroll practices during the relevant period following termination, as applicable, rather than as part of such lump sum payment, in which event, such periodic payments of Base Salary shall not be discounted as provided in this sentence;
(10c) business days 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 Executive’s termination date; 's spouse and dependents (iv) all earned and accrued but unpaid bonuses; and (vif any) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible spouse and dependents shall be solely responsible 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 any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such the COBRA continuation coverage. Payment coverage period following the expiration of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, orperiod, if Employee has not been employed for a complete annual Bonus periodany, then during which Company paid such amount shall be annualized and the Bonus will be three times expense; and
(3xd) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything Anything to the contrary in the Incentive Plan any other existing agreement or any award agreementdocument notwithstanding, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s each outstanding unvested equity-based awards stock grant (including, but not limited to, restricted stock and restricted stock units granted other than those issued pursuant to the Incentive New Plan)) and stock option granted to Executive before, on or after the date hereof shall vest and become immediately vested and exercisable and unrestrictedon the date of such termination, without any action 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 180 days following such termination or the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the Board terms of the relevant ISO Agreement. Vesting and other rights with respect to stock grants under the New Plan shall be governed thereby and with respect to other future stock grants shall be governed by the plans or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of terms under which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to they may be bound by Section 10 and all other 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 provided hereingranted.
Appears in 2 contracts
Sources: Employment Agreement (Pennsylvania Real Estate Investment Trust), Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. (a) If this Agreement at any time during the Term (1) Executive's employment is terminated by the Company without for any reason other than Cause or the death or disability of Executive or (2) Executive's employment is terminated by the Executive for Good Reason, then the Company will pay the Executive Reason (as hereinafter defined):
(i) Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all accruedamounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but unpaidnot yet paid to, 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement under this Agreement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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, such termination plus 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation cash payment equal to three times (3xx) the sum of (A) the Executive’s 's then current Base Salary, and Salary plus (By) 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 average Bonus for 's then current Base Salary (the two (2) annual Bonus periods completed prior to termination"Average Bonus"). In The portion of the event this Agreement is terminated lump sum cash payment contemplated by the Company without Cause preceding sentence that represents Executive's Base Salary or by Executive a multiple thereof 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 Good Reason before Executive completes two a one month period set forth in The Wall Street Journal (2the "WSJ") annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for on the most recently completed Bonus Period, date of termination of employment or, if Employee has the WSJ is not been employed for a complete annual Bonus periodpublished on such date, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following such termination on which the Executive’s termination date (WSJ is published; provided, however, if the “Severance Delay Period”) and will be paid over a period Executive is entitled to the lump sum payment set forth in the preceding sentence, by written notice to Company within ten days of thirty-six (36) months from such date termination, Executive may elect to receive the Base Salary component of such lump sum payment in accordance with the Company’s 's regular payroll practicespractices during the relevant period following termination, as applicable, rather than as part of such lump sum payment, in which event, such periodic payments of Base Salary shall not be discounted as provided in this sentence;
(ii) Executive shall be entitled to continue, for two years, 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. AdditionallyExecutive 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 the expiration of the period, notwithstanding anything if any, during which Company paid such expense; and
(iii) 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 Incentive Plan 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 any award agreementafter the date hereof, upon such NQSO shall remain exercisable until the earlier of 180 days following such termination or the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations to the Executive under this relevant ISO Agreement; however, the Executive shall continue to be bound by Section 10 and all other 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 provided herein.
Appears in 2 contracts
Sources: Employment Agreement (Pennsylvania Real Estate Investment Trust), Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. If this Agreement Executive’s employment by the Company is terminated by the Company without other than for Cause (other than a termination for Disability) or by the Executive for Good Reason, then the Company will shall pay the or provide Executive with (i) all accrued, but unpaid, wages through the termination date, based on the Executive’s then current Base SalaryAccrued Amounts; (ii) all accrued, but unpaid, vacation a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination date, based on that Executive is employed by the Company and the denominator of which is 365) of Executive’s then current Base SalaryAnnual Bonus for the performance year in which Executive’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines in good faith that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement continue his then current Base Salary as provided herein, provided that, to the extent not previously submitted, if his employment continued for a request for reimbursement period of business expenses is submitted in accordance with the Company’s policies within ten twelve (1012) 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 months from the date of termination, a lump sum payment equal subject to eighteen the mitigation provisions set forth below; and (18iv) times (or such lesser period that the Executive and/or the subject to Executive’s continued co-payment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents are entitled to under COBRAdependents) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium same terms and conditions (except for continuation coverage under COBRAthe requirements of Executive’s continued employment) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding effect on the date of termination; provided, however, that the Executive or the . If at any time after Executive’s eligible dependents termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company of such event and the Company’s obligation to continue to make such payments to Executive shall be solely responsible reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any non-monetary requirements successor employer or person or entity, prompt notice of which must Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be satisfied provided under the Company’s health or actions that must be taken in order to obtain welfare plans without jeopardizing the tax status of such COBRA continuation coverage. Payment plans, for underwriting reasons or because of the amounts listed in this Section 7.4 shall be made by tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). All benefits provided under Section 8(d)(iii) may be paid to the Employee within thirty (30) days of the Executive’s termination date, with the payment date determined once all necessary applicable releases have been signed by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal Employee and returned to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding Notwithstanding anything to the contrary herein, if Executive is a “specified employee,” as defined in the Incentive Plan or any award agreement, upon the expiration Section 409A(a)(2)(B)(i) of the Term Internal Revenue Code as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement date of any restricted stock unitstermination, any benefits due under this Section 4(d) otherwise payable within six months following termination shall be provided in one lump sum six months from the vesting date of termination. However, any payment or portion thereof which is accelerated pursuant subject to this an exemption for separation pay to specified employees as provided under Section 7.4409A and the relevant Treasury Regulations, shall occur upon vesting pursuant to this Section 7.4, or is subject to any previous legally binding deferral election or contrary other exemption provided under Section 409A and the relevant Treasury Regulations allowing for payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations to a specified employee prior to the Executive under this Agreement; howeverdate that is six (6) months after the date of separation from service, may be paid to Employee within thirty (30) days of the termination date once all applicable releases have been signed by the Executive shall continue and returned to be bound by Section 10 and all other 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 provided hereinCompany.
Appears in 2 contracts
Sources: Employment Agreement (Virtual Radiologic CORP), Employment Agreement (Virtual Radiologic CORP)
Termination Without Cause or for Good Reason. If this Agreement is terminated by prior to the expiration of the Term, Executive resigns from his employment hereunder for Good Reason or the Company terminates Executive’s employment hereunder without Cause (other than a termination by reason of death or by the Executive for Good ReasonDisability), then the Company will shall pay or provide Executive the Executive Amounts and Benefits and the following:
(i1) all accrued, but unpaid, wages through the termination date, based on the an amount equal to two (2) times 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 unreimbursed business expenses with respect which shall be payable in ratable installments pursuant to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten standard payroll procedures for twenty-four (1024) business days of the Executive’s termination date; months;
(iv2) all any Annual Bonus earned and accrued but unpaid bonuses; and for a prior year (v) if the Executive is participating “Prior Year Bonus”), which shall be payable in the Company’s group medical, vision and dental plan immediately prior to the date of termination, full in a lump sum cash 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 be made to an issuer (or as otherwise determined Executive 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 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;
(3) a pro-rata portion of the Base EBITDA Bonus and Additional EBITDA Bonus for the fiscal year in which Executive’s termination dateoccurs based on actual results for such year (determined by multiplying the amount of such Annual Bonuses which would be due for the full fiscal year by a fraction, with the payment date determined numerator of which is the number of days during the fiscal year of termination that Executive is employed by the Company in its sole discretionand the denominator of which is 365) (“Pro Rata Bonus”). In addition, The Pro Rata Bonus shall be payable at the Company will pay time the Executive a separation payment equal to three times (3x) the sum of (A) the Annual Bonus would have been paid if Executive’s then current Base Salary, and employment had not terminated;
(B4) a Leverage Based Bonus based on actual achievement as of December 31st of the year of termination of employment (collectively the “Termination Leverage Based Bonus”). Such Leverage Based Bonus shall be payable at the time the Annual Bonus would have been paid if Executive’s average Bonus for the two employment had not terminated;
(25) annual Bonus periods completed prior subject to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for timely election of continuation coverage under the most recently completed Bonus PeriodConsolidated Omnibus Budget Reconciliation Act of 1985, oras amended (“COBRA”), if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with respect to the Company’s regular payroll practices. Additionally, notwithstanding anything group health insurance plans in which Executive participated immediately prior to the contrary in the Incentive Plan or any award agreement, upon the expiration Date of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards Termination (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan“COBRA Continuation Coverage”), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations to pay the full cost of COBRA Continuation Coverage for Executive and his eligible dependents until the earlier of (a) when Executive becomes eligible for coverage under another employer’s health plan, or (b) twenty-four (24) months following the Date of Termination, (the benefits provided under this Agreement; howeversub-section (4), the “Medical Continuation Benefits”);
(6) any unvested portion of the RSUs shall accelerate and become fully vested on the Date of Termination and the shares covered by the RSUs shall be distributed to Executive on the date that is thirty (30) days following the Date of Termination (subject to any securities law restrictions); and
(7) and unvested portion of the PSUs with respect to periods not yet ending before the Date of Termination shall continue become fully vested on the Date of Termination and the shares covered by such PSUs shall be distributed to be bound by Section 10 Executive on the date that is thirty (30) days following the Date of Termination (subject to any securities law restrictions) (i.e., if the Date of Termination were prior to December 31, 2019, 500,000 PSUs would so vest; if the Date of Termination were on or after December 31, 2019 and all other post-termination obligations to which before December 31, 2020, 333,333 PSUs would so vest; and if the Executive is subjectDate of Termination were after December 31, including2020 and before December 31, but not limited to2021, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided herein166,667 PSUs would so vest).
Appears in 2 contracts
Sources: Employment Agreement, Employment Agreement (Centric Brands Inc.)
Termination Without Cause or for Good Reason. If this Agreement the Executive’s employment by the Company is terminated by the Company without other than for Cause (and not due to Disability or death) or by the Executive for Good Reason, other than in circumstances described in Section 8(e), then the Company will shall pay or provide the Executive with the Accrued Amounts and subject to compliance with Section 9:
(1) the Executive’s Base Salary as in effect immediately preceding the last day of the Employment Term for a period of twelve (12) months following the termination date (the “Salary Severance Period”) payable in a lump sum in cash promptly following the termination date (for purposes of calculating the Executive’s severance benefits, the Executive’s Base Salary shall be calculated based on the rate in effect prior to any material reduction in Base Salary that would give the Executive the right to resign for Good Reason (as provided in Section 7(e)(1)));
(2) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the Executive COBRA premiums necessary to continue the Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (i) all accruedtwelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, but unpaid, wages including plan termination (such period from the termination date through the termination dateearlier of (i)-(iii), based the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (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 current Base Salary; in lieu of paying COBRA premiums pursuant to this Section 8(d)(2), the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (ii) all accruedsuch amount, but unpaidthe “Special Severance Payment”), vacation through the termination date, based on such Special Severance Payment to be made without regard to the Executive’s then current Base Salary; payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company.
(iii3) all unreimbursed business expenses with respect to which Executive in the event that the Executive’s employment is entitled to reimbursement as provided hereinterminated after December 31 of any performance year, provided that, but prior to the extent Annual Bonus payment date for such performance year, the Executive shall receive: (i) the amount of the Annual Bonus as determined by the Board in good faith for the performance year immediately prior to the year in which the Executive’s termination occurs if the Company has not previously submitted, a request for reimbursement of business expenses is submitted in accordance with determined the Company’s policies within ten (10) business days amount of the Executive’s termination dateAnnual Bonus as of the date of the Executive’s termination; or (ivii) all earned and accrued but unpaid bonuses; and (v) if the Executive is participating amount of the Annual Bonus as already determined by the Board in good faith for the Company’s group medical, vision and dental plan performance year immediately prior to the year in which the Executive’s termination occurs if the Company has already determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination, payable in either case as a lump sum at the same time annual bonuses are paid to the Company’s executives generally, but no later than March 15 of the calendar year immediately following the calendar year in which the Annual Bonus is being measured;
(4) in the event that the Executive’s employment is terminated: (i) on or before the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the number of days that the Executive was employed during such performance year divided by the total number of days in such performance year; or (ii) after the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs (but on or before December 31 of such performance year), the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the Executive’s achievement of performance goals as determined by the Board in good faith, payable in either case as a lump sum payment equal on the Company’s first ordinary payroll date occurring on or after the General Release effective date (namely, the date it can no longer be revoked) or as soon thereafter as is reasonable practicable thereafter; and
(5) if such termination occurs prior to eighteen the second anniversary of the Effective Date, an additional fifty percent (1850%) times of the shares subject to all stock options, restricted stock units and other equity awards which are time-based and are then held by the Executive shall vest and become exercisable or payable, as applicable, and an additional fifty percent (50%) of the performance-based awards shall vest based on target performance and (z) if such termination occurs on or such lesser after the second anniversary of the Effective Date, all of the shares subject to all stock options, restricted stock units and other equity awards which are time-based and are then held by the Executive shall vest and become exercisable or payable, as applicable, and all performance-based awards shall vest based on target performance. In addition, the time period that the Executive and/or may have to exercise any stock options shall be extended for a period equal to the Executive’s eligible dependents are entitled to under COBRAshorter of (i) one (1) year or (ii) the amount remaining term of monthly employer contribution that the Company 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 month immediately preceding the date of terminationaward; provided, however, that the Executive if any particular equity or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (includingaward provides for more favorable termination treatment, but not limited to, restricted stock and restricted stock units granted pursuant to then the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date more favorable treatment provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereintherein will apply.
Appears in 2 contracts
Sources: Executive Employment Agreement (Eloxx Pharmaceuticals, Inc.), Executive Employment Agreement (Eloxx Pharmaceuticals, Inc.)
Termination Without Cause or for Good Reason. If this Agreement is terminated by the The Company may terminate Executive’s employment at any time without Cause or by providing the Executive written notice of termination. The Executive shall also have the right, at his election to terminate his employment with the Bank for Good Reason. In order to terminate his employment for Good Reason, then the Executive must provide written notice to the Company will pay the Executive (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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) business days of the Executive’s facts giving rise to his termination date; (iv) all earned for Good Reason 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 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 must terminate his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 employment within thirty (30) days of the Executive’s termination date, with initial occurrence of the payment date determined facts giving rise to the ability to terminate for Good Reason should it not be cured by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to terminationCompany. In the event this Agreement is terminated by that the Company terminates the Executive’s employment without Cause or the Executive terminates his employment with Good Reason, the Executive shall be entitled to receive the following:
(i) the Accrued Benefits;
(ii) an amount equal to the greater of (a) the remainder of the yet to be earned and paid Base Salary in effect on the Termination Date, defined below, (prior to any reduction giving rise to Good Reason) through the end of the Initial Term or Renewal Term, as applicable, and (b) one (1) times the Executive’s Base Salary in effect at the time of termination (prior to any reduction giving rise to Good Reason);
(iii) a pro rata portion of the Average Annual Bonus, defined below; and
(iv) any outstanding shares of Bancshares restricted common stock (“Restricted Stock”) shall be accelerated and vest in one-third increments for each full year worked after the applicable grant date. Should the Compensation Committee fail to accelerate the vesting of such Restricted Stock and the shares are not vested, Employer shall pay to Executive a lump sum cash payment equal to the applicable number of shares of Restricted Stock multiplied by Executive the average closing price of the Bancshares common stock for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) the five trading days prior to and including the Termination Date. Payment will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for made in a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation single lump sum cash payment shall begin on the first regular payroll payment date occurring after no later than the thirtieth (30th) day following the after Executive’s termination date Termination Date, provided that the Executive timely executes and does not revoke a general release of claims in a form acceptable to the Company (the “Severance Delay PeriodRelease”), which such release is effective by the thirtieth (30th) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or day after Executive’s termination for Good Reason, all of Termination Date. The Restricted Stock subject to acceleration shall vest on or immediately prior to Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereinTermination Date.
Appears in 2 contracts
Sources: Executive Employment Agreement (Prosperity Bancshares Inc), Executive Employment Agreement (Prosperity Bancshares Inc)
Termination Without Cause or for Good Reason. If this Agreement Executive's employment by the Company is terminated by the Company without other than for Cause (other than a termination for Disability) or by the Executive for Good Reason, then the Company will shall pay the or provide Executive with (i) all accrued, but unpaid, wages through the termination date, based on the Executive’s then current Base SalaryAccrued Amounts; (ii) all accrued, but unpaid, vacation a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination date, based that Executive is employed by the Company and the denominator of which is 365) of Executive's Annual Bonus for the performance year in which Executive's termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the Executive’s then current Base Salarytime of termination; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement continue his then current Base Salary as provided herein, provided that, to the extent not previously submitted, if his employment continued for a request for reimbursement period of business expenses is submitted in accordance with the Company’s policies within ten twelve (1012) 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 months from the date of termination, a lump sum payment equal subject to eighteen the mitigation provisions set forth below; and (18iv) times subject to Executive's continued copayment of premiums, continued participation for twelve (or such lesser period that the 12) months in all health and welfare plans which cover Executive and/or the Executive’s (and eligible dependents are entitled to under COBRAdependents) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium same terms and conditions (except for continuation coverage under COBRAthe requirements of Executive's continued employment) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding effect on the date of termination; provided. If at any time after Executive's termination while the Company is obligated hereunder to make such payments of Base Salary or continue such benefits, howeverExecutive receives compensation for providing services as an employee or as an independent contractor from any person or entity, that then Executive shall immediately notify the Company of such event and the Company's obligation to continue to make such payments to Executive or the Executive’s eligible dependents shall be solely responsible reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any non-monetary requirements successor employer or person or entity, prompt notice of which must Executive shall furnish to the Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the extent such coverage cannot be satisfied provided under the Company's health or actions that must be taken in order to obtain welfare plans without jeopardizing the tax status of such COBRA continuation coverage. Payment plans, for underwriting reasons or because of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) days of the tax impact on 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this Agreement; however, subsection shall reduce and count against Executive's rights under the Executive shall continue to be bound by Section 10 and all other 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 Consolidated Omnibus Budget Reconciliation Act of this Agreement1985, as provided hereinamended ("COBRA").
Appears in 2 contracts
Sources: Employment Agreement (Turnpoint Medical Devices, Inc.), Employment Agreement (Turnpoint Medical Devices, Inc.)
Termination Without Cause or for Good Reason. If this Agreement In the event that the Term and Employee’s employment hereunder is terminated by the Company Employer without Cause or by the Executive Employee for Good Reason, then the Company will pay the Executive (i) all accruedin each case, but unpaidprior to December 31, wages through the termination date2023, 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 unreimbursed business expenses with respect to which Executive is Employee shall be entitled to reimbursement receive (a) accrued and unpaid Base Salary or Annual Bonus earned but not yet paid as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 terminationtermination of employment, which shall be paid in 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) days after the date of Employee’s termination of employment, or otherwise required by applicable law, or, in respect of the Executive’s Annual Bonus, on the scheduled payment date in accordance with Subsection 3.2, (b) payment equal to the Target Bonus for the calendar year in which termination dateoccurs, payable on the scheduled payment date for the Target Bonus in accordance with Subsection 3.2 as if Employee had remained employed through the payment date determined of such Target Bonus (the “Bonus Continuation”), (c) continued payment of the Base Salary in effect as of the date of Employee’s termination of employment, payable by Employer in equal installments as if Employee had remained employed through the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum later of (Ai) the Executive’s then current Base SalaryDecember 31, 2023, and (Bii) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment first anniversary of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s of termination date (the “Severance Delay Continuation Payments” and such period, the “Continuation Period”) and (d) accelerated vesting of the portion of (i) the Annual Equity Award subject to time-based vesting, (ii) the IPO Equity Award, and (iii) the Post-IPO Supplemental Equity Award, in each case (i), (ii) and (iii), that remains unvested as of the date of termination (the “Equity Award Acceleration”). Notwithstanding anything in this Agreement to the contrary, the Continuation Payments and any right to the Bonus Continuation shall immediately cease (and Employee shall forfeit the portion of the Annual Equity Award, IPO Equity Award and Post-IPO Supplemental Equity Award subject to the Equity Award Acceleration and any equity received in respect thereof (and refund all proceeds received in respect of such equity through sale thereof or otherwise)) in the event that Employee breaches any of the covenants set forth in Sections 7 or 8 of this Agreement or any restrictive covenants then-applicable to Employee. In order to receive the Continuation Payments, the Bonus Continuation and the Equity Award Acceleration, Employee must first execute and deliver a release of claims in the form attached hereto as Exhibit A (the “Release”), that has become effective in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) within sixty (60) days after the date of termination of Employee’s employment (such 60-day period, the “Release Period”). The Continuation Payments shall be paid ratably in monthly installments over the Continuation Period with the first such installment to be paid no later than ten (10) days following the date on which the Release becomes effective and irrevocable (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such date absent the requirement to execute the Release); provided, that, if the Release Period spans two calendar years, then the first installment of the Continuation Payments (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such date absent this proviso) will be paid over a period on the first business day of thirty-six (36) months from the second calendar year if such date in accordance with is later than the Company’s regular payroll practicesdate on which such installment would otherwise have been paid pursuant to this Subsection 4.6 absent this proviso. Additionally, notwithstanding Notwithstanding anything to the contrary in the Incentive Plan Annual Equity Award Agreements, IPO Equity Award Agreements or the Post-IPO Supplemental Equity Award Agreements, (i) the portion of the Annual Equity Award subject to time-based vesting, IPO Equity Award and Post-IPO Supplemental Equity Award that, in each case, remains unvested as of the date of termination by Employer without Cause or by Employee for Good Reason shall remain outstanding and unvested and shall become vested (and be exercisable and/or settled) if and only if the Release becomes effective as described above and Employee is otherwise entitled hereunder, subject to compliance with Section 409A of the Code, and (ii) if the Release does not become so effective, such portion shall be forfeited for no consideration immediately following the end of the Release Period. In the event of any award agreement, upon the expiration termination of the Term as a result of the Companyand Employee’s termination of Executive employment hereunder by Employer without Cause or Executive’s termination by Employee for Good Reason, Employee shall resign all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to positions held with the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereinEmployer Group.
Appears in 2 contracts
Sources: Term Employment Agreement (Endeavor Group Holdings, Inc.), Term Employment Agreement (Endeavor Group Holdings, Inc.)
Termination Without Cause or for Good Reason. If this Agreement your employment is terminated by the Company Lifeway without Cause or by the Executive you voluntarily for Good Reason, then the Company will pay the Executive (and you return to Lifeway a General Release, you shall be entitled to receive:
i) all accruedyour Base Salary for the remainder of the current Term or six (6) months, but unpaid, wages through the termination date, based on the Executive’s then current Base Salary; (whichever is greater;
ii) all accrued, your accrued but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement unused Paid Time Off as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted your Termination Date in accordance with the Company’s policies within ten (10customary payroll procedures;
iii) business days a one-time payment of the Executive’s termination date; ($10,000 for your financial planning or transition-related needs;
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 made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation you timely elect continued coverage under COBRA, the COBRA premiums necessary to continue your coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Termination Date and ending on the earliest to provide medical, vision and dental insurance to occur of: (i) six calendar months after the Executive and his dependents in the calendar month immediately preceding of your Termination Date; (ii) the date of terminationyou (and your eligible dependents, if applicable) become eligible for group health insurance coverage through another employer; provided, however, that or (iii) the Executive or the Executive’s date you cease to be eligible dependents shall be solely responsible for COBRA continuation coverage for any non-monetary 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 (30) days of the Executive’s termination datereason, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to including plan termination. In the event this Agreement you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of such event;
v) a cash bonus equal to the greater of (i) the value of the Annual Bonus you would have earned for the fiscal year of your Termination Date if you would have been employed on the date that the Company paid such Annual Bonus; or (ii) the value of the actual Annual Bonus you earned for the fiscal year prior to your Termination Date. The bonus shall be payable in a lump sum, less applicable withholdings, on or before the date that the Annual Bonus for the fiscal year of your Termination Date is terminated (or would have been) paid by the Company without Cause or by Executive to similarly situated executives;
vi) reimbursement for Good Reason before Executive completes two (2) annual Bonus periodsunreimbursed business expenses that you properly incurred, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything expense reimbursement policy; and
vii) to the contrary in the Incentive Plan or extent that you hold any Outstanding Awards, an amendment to each award agreement, upon the expiration of the Term agreement that evidences each such Outstanding Award that provides as a result of the Company’s termination of Executive follows: If your employment with Lifeway is terminated without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested your Outstanding Awards that are Stock Options or Stock Appreciation Rights shall immediately become fully vested and exercisable on your Termination Date. The vested Outstanding Awards shall be exercisable for the period specified in the applicable option agreement. Your Outstanding Awards that are equity-based compensation other than Stock Options/Stock Appreciation Rights and are not intended to qualify as performance-based compensation shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for that are set forth in the applicable award agreement regarding such unitsand that are required under Section 409A of the Code (“Section 409A”) shall remain in effect. Except Your Outstanding Awards that are equity-based compensation other than Stock Options/Stock Appreciation Rights and are intended to qualify as set forth in this Section 7.4performance-based compensation shall remain outstanding and shall vest or be forfeited as specified by the applicable award agreements, Section 10.2(e) and Section 11, if 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 all other 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 provided hereinapplicable performance goals are satisfied.
Appears in 2 contracts
Sources: Executive Employment Agreement (Lifeway Foods, Inc.), Executive Employment Agreement (Lifeway Foods Inc)
Termination Without Cause or for Good Reason. If this Agreement is terminated by the Company without Cause or by the Executive for Good Reason, then the Company will pay the Executive (i) all accrued, but unpaid, wages through the termination date, based on the The Term and 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall employment hereunder may be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason. Executive cannot terminate employment for Good Reason before unless Executive completes two has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within fourteen (214) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for days of the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then initial existence of such amount shall be annualized grounds and the Bonus will be three times Company has had at least thirty (3x30) days from the annualized amountdate on which such notice is provided to cure such circumstances. Payment of the separation payment shall begin on the first regular payroll payment date occurring If Executive does not terminate employment for Good Reason within fourteen (14) days after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result end of the Company’s cure period, then Executive will be deemed to have waived the right to terminate for Good Reason with respect to such grounds.
8.3.1. In the event of such termination of under Section 8.3, Executive without Cause or shall be entitled to receive the Accrued Amounts and subject to Executive’s termination for Good Reasoncompliance with this Agreement and Executive’s execution of a release (that is not revoked by Executive under applicable law) of any and all waivable claims in favor of the Company, all its affiliates, and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective following the Termination Date, Executive shall be entitled to receive the following: A lump sum payment equal to the full amount of Executive’s outstanding unvested equityannual Base Salary and an amount equal to the full amount of Executive’s Target Bonus in effect for the year in which the Termination Date occurs (except if the grounds for Good Reason is the reduction in Base Salary and/or Target Bonus, the amount in effect prior to such reduction), which shall be paid within 30 days following the Termination Date. Such lump sum payment will include only cash compensation (Base Salary and Target Bonus) and will not include any new equity grants.
8.3.1.1. With the exception of any unmet performance-based awards (includingtied to stock prices, but not limited toany outstanding equity awards, restricted stock and restricted stock units granted pursuant to the Incentive Plan)including RSUs, shall vest and become immediately exercisable and unrestricted, without any action in full as of the Termination Date if Executive’s employment is terminated by the Board Company without cause or any committee thereofby Executive for good reason. For the avoidance of doubt, settlement The unvested portion of any restricted stock unitsequity awards shall accelerate to fully vest upon such termination. Executive will be entitled to receive the full value of both vested and accelerated equity awards as of the Termination Date, the vesting of which is accelerated pursuant to this Section 7.4, and no equity awards shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for be forfeited in the applicable award agreement regarding such unitsevent of termination without cause or by Executive for good reason. Except No additional equity grants will be made upon termination, except as set forth otherwise expressly provided in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided herein.
Appears in 2 contracts
Sources: Executive Employment Agreement (Blink Charging Co.), Employment Agreement (Blink Charging Co.)
Termination Without Cause or for Good Reason. If this Agreement (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 without Cause for a reason other than death, Disability or by the Executive for Good ReasonCause, then then, subject to Section 15(e) below, the Company will pay the Executive shall:
(i) all accruedpay 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), but unpaidand (b) Executive’s Target Bonus, wages through each as of his last day of active employment; the termination date, based severance amount shall be paid in a single lump sum on the Executive’s then current Base Salary; first business day of the month following the Termination Date;
(ii) all accruedpay to Executive, but unpaid, vacation through for the termination date, based period ending on the Executive’s then current Base Salary; earliest of (iiiA) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein18 months following the Termination Date, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10B) 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 COBRAfull-time employment by another employer, (C) Executive’s death, or (D) the amount of monthly employer contribution that first month in which Executive does not pay to the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation COBRA insurance coverage under COBRA) 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 provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible monthly premium cost for any non-monetary requirements which must be satisfied or actions that must be taken in order “COBRA” family health coverage under the Company’s group health plan;
(iii) pay to obtain such COBRA continuation coverage. Payment of Executive, for the amounts listed in this Section 7.4 shall be made by period ending on the Company within thirty (30) 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 separation payment equal to three times (3x) the sum earliest of (A) 18 months following the Executive’s then current Base SalaryTermination Date, and (B) the date of Executive’s average 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 had not terminated; and
(iv) pay to Executive a pro-rata portion of Executive’s Annual Bonus for the two fiscal year in which the Termination Date occurs, based on actual results for such year (2) annual Bonus periods completed prior to termination. In determined by multiplying the event this Agreement amount of such 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 Executive is employed by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting denominator of which is accelerated pursuant to this Section 7.4the total number of days in such fiscal year), shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for payable in a single lump sum no later than March 15 of the applicable award agreement regarding such units. Except as set forth year following the year in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereinTermination 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 this Agreement is terminated by (a) the Company shall terminate Executive’s employment without Cause or by the (b) Executive shall terminate Executive’s employment for Good Reason, then or Executive’s Termination is the result of disability resulting from an injury or death incurred in the course and scope of employment, in each case, during the Employment Period, the Company will shall pay the Executive to Executive:
(i) all accrued, but unpaid, wages any accrued and unpaid Base Salary and accrued and unused vacation earned through the Date of Termination, which shall be paid within the time period required by applicable law; plus
(ii) as severance payments, and provided that Executive (or Executive’s estate, as the case may be) executes and delivers (and does not revoke) a general release of all claims in form and substance satisfactory to the Company within 60 days following the Date of Termination, Base Salary for twelve (12) months, plus reimbursement for the cost of COBRA coverage for twelve (12) months or, if earlier, until Executive becomes eligible for coverage under different health insurance, which shall be paid in periodic installments on the Company’s regular payroll dates, beginning with the next payroll date immediately following the expiration of the 60th day following the Date of Termination (which first payment shall include any payments of Base Salary that should have been made during such 60-day period but for the 60-day release consideration period); plus
(iii) any earned but unpaid Bonus for the calendar year preceding the calendar year in which Executive’s employment terminates; plus
(iv) a prorated Annual Bonus based on actual performance for the full calendar year of termination date(which, if earned, will be paid when other executives are paid annual bonuses for such year); plus
(v) prorated vesting of each then-outstanding equity award held by Executive based on the Executivetime elapsed from the commencement of vesting of such award through the Date of Termination and, if applicable, actual performance through the Date of Termination. Notwithstanding the foregoing, if such termination occurs within twelve (12) months following a Change in Control (as defined in Parent’s Omnibus Incentive Plan), then current Base Salary; (A) the COBRA benefits provided in clause (ii) all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as above will be provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salarymonths, and (B) in lieu of the Executive’s average Bonus for prorated vesting benefits provided in clause (v) above, Executive will vest in all then-outstanding equity awards held by him, with any performance-vesting awards to vest based on actual performance through the two (2) annual Bonus periods completed prior to terminationDate of Termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount There shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionallyno obligation to mitigate damages, notwithstanding anything or offset, to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereinseverance payments.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is terminated by the Company without Cause or by the Executive for Good Reason, then the Company will pay the Executive (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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement 's employment is terminated by the Company without Cause or by Executive for Good Reason before Reason, Executive completes two (2) annual Bonus periods, then part (B) will be three times entitled to: payment of all accrued and unpaid Annual Salary and accrued but unused vacation days through the date of such termination; payment of any Annual Bonus payable with respect to a fiscal year of the Company ending prior to such termination; continuation of health care coverage for Executive (3xand, to the extent covered immediately prior to the date of the termination, his spouse and dependents), at the same cost charged to Executive for such coverage immediately prior to Executive's termination, until the earlier of (i) the end of the Severance Period, or (ii) Executive’s 's eligibility for coverage under another employer's group health plan; payment for reasonable executive outplacement services; payment of semi-monthly severance payments for the duration of the Severance Period in an amount equal to (i) one-twenty-fourth of his Annual Salary as of the date of such termination, plus (ii) one- twenty-fourth the Average Annual Bonus, plus (iii) one-half of the monthly car allowance specified in Exhibit A; payment of a pro-rata Annual Bonus for the most recently completed fiscal year of termination, which bonus will be determined by multiplying the Annual Bonus Periodopportunity for that fiscal year times (i) the formula set forth in Section 4.1 (b)(iii)(A) by annualizing the Company's earnings through the date of termination, ortimes (ii) a fraction, if Employee has not been employed for a complete annual Bonus periodthe numerator of which will be the number of days elapsed in the fiscal year preceding Executive's termination, then such amount shall be annualized and the denominator of which will 365. Such pro-rata Annual Bonus will be three times paid within thirty (3x30) days following Executive's termination; accelerated vesting of equity and equity-based incentives and Non-Qualified Plan benefits by crediting Executive, as of the termination date, with additional service credit for purposes of vesting under each equity and equity-based incentive held by Executive immediately prior to his termination and under each Non-Qualified Plan for a period equal to the greater of (i) the annualized amount. Payment time remaining until the Expiration Date, or (ii) the remainder of the separation payment shall begin on fiscal year in which such termination occurs; and with respect to any options then held by Executive to purchase capital stock of the first regular payroll payment date occurring after Company, extension of the thirtieth (30th) day post-termination exercise period of such options to 90 days following the Executive’s termination date (end of the “Severance Delay Period”) and . The severance benefits described in this Section 6.1 will be paid over a period in lieu of thirty-six (36) months from such date and not in accordance with addition to any other severance arrangement maintained by the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided herein.
Appears in 1 contract
Sources: Employment Agreement (Oao Technology Solutions Inc)
Termination Without Cause or for Good Reason. If this Agreement is terminated by If, during the Company without Employment Period, the Employer shall Terminate Executive’s employment Without Cause or by the Executive shall Terminate Executive’s employment for Good Reason, then the Company will pay the Executive in consideration of Executive’s services rendered prior to such Termination;
(i) all accrued, but unpaid, wages the Employer shall pay to Executive a lump sum in cash on the 30th day after the Date of Termination equal to the aggregate of the following amounts:
A. the sum of (1) Executive’s Base Salary 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, Date of Termination to the extent not previously submittedpaid, and (2) any accrued vacation, sick and other leave pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations”); and
B. the amount equal to the product of (1) the number of days that would have remained in the Employment Period from and after the Date of Termination 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, and (2) a request fraction, the numerator of which is the number of days in the current fiscal year 5 through the Date of Termination and the denominator of which is 365; and
(ii) for reimbursement the Remaining Employment Period, or such longer period as may be provided by the terms of business expenses is submitted the appropriate plan, program, practice or policy, to the fullest extent permitted by the terms of the relevant Welfare Benefit Plan, the Employer shall continue to provide benefits to Executive and/or Executive’s dependents in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of terminationWelfare Benefit Plans; provided, however, that if Executive becomes employed with another employer and is eligible to receive substantially the same benefits under any of the welfare benefit plans of the successor employer as Executive or would receive under any of the Executive’s eligible dependents Welfare Benefit Plans under this item (ii), the benefits provided under this item (ii) shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order secondary to obtain those provided under such COBRA continuation coveragesuccessor employer’s plans during such applicable period of eligibility. Payment If the terms of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) 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 Welfare Benefit Plan providing health insurance benefits to Executive a separation payment equal do not allow Executive to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus continue to receive for the two (2) annual Bonus periods completed prior to termination. In Remaining Employment Period the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin coverage provided on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period Date of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations Termination to the Executive and his dependents, then after such coverage terminates and for the Remaining Employment Period or the applicable benefit period under this Agreementthe Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), whichever is shorter, provided the Executive timely and properly elects coverage under COBRA, Employer shall pay for the continuation of the health insurance coverage in existence for Employee and his dependents on the Date of Termination. If the terms of the applicable Welfare Benefit Plan do not permit the Executive to receive continued coverage under any life or disability insurance policy for the Remaining Employment Period, then prior to the date coverage would lapse, to the extent permitted by any such policy, Employer shall assign any such policy to Executive or allow him to convert the policy to an individual policy and allow Executive to assume the payment responsibilities therefor. For purposes of determining eligibility and years-of-service credit (but not the time of commencement of benefits) of Executive for retiree benefits pursuant to such Welfare Benefit Plans, to the extent permitted by the terms of the Welfare Benefit Plans, Executive shall be considered to have remained employed throughout the Remaining Employment Period and to have retired on the last day of such period; howeverand
(iii) to the extent not previously paid or provided, the Employer shall timely pay or provide to Executive shall continue any other amounts or benefits required to be bound by Section 10 and all other post-termination obligations to paid or provided herein or 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 provided hereineligible to receive under any Welfare Benefit Plan.
Appears in 1 contract
Sources: Employment Agreement
Termination Without Cause or for Good Reason. If this Agreement is terminated the Executive’s employment by the Company without Cause is terminated (x) by the Company other than for Cause, or (y) by the Executive for Good Reason, then the Company will shall pay or provide the Executive with the following:
(i) the Accrued Benefits;
(ii) a pro rata portion of the Executive’s Annual Bonus for the fiscal year in which the date of termination occurs, based on final, audited actual results for such fiscal year, and pro-rated based on the number of days the Executive was employed during such fiscal year, with any earned amounts to be payable at the same time that any Annual Bonus for such fiscal year would have been paid pursuant to Section 4(a);
(iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, the Company shall continue to pay the Executive (i) all accrued, but unpaid, wages through the Base Salary at the rate being paid at the termination date, based on for the Executive’s then current Base Salary; earlier of twelve (ii12) all accrued, but unpaid, vacation through months or until the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 executive secures other employment equal to eighteen or greater than his Base Salary at such time (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 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“Severance Period”), vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that in the event that Executive obtains other employment which pays the Executive or a base salary less than the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of Base Salary on the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) days of the Executive’s termination date, then the payments under this clause (iii) shall immediately become subject to offset by the amount of the base salary and guaranteed compensation, if any, from such other employment; and
(iv) if the Executive makes a timely election of continued health benefit coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will continue to pay the employer portion of the associated monthly premiums during the Severance Period, with Executive responsible to pay the payment date determined associated employee portion of the monthly premium as directed by the Company in its sole discretionorder to be covered by COBRA. In addition, Effective the first day of the month following the last date of the Company COBRA subsidy period, Executive will become responsible to pay 100% of the Executive a separation payment equal COBRA premium to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus continue healthcare insurance for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment remainder of the separation payment shall begin on applicable COBRA period. Notwithstanding the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11foregoing, the Company shall have no other obligations not be obligated to provide the continuation coverage contemplated by this Section 7(d)(iv) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the Executive extent applicable). Notwithstanding the foregoing, to the extent that the payment of any amount under this Agreement; howeverSection 7 constitutes “nonqualified deferred compensation” for purposes of “Code Section 409A” (as defined in Section 20 hereof), any such payment scheduled to occur during the Executive first sixty (60) days following such termination shall continue not be paid until the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be bound by paid prior thereto; and Payments and benefits provided in this Section 10 and all other post-7(d) shall be in lieu of any termination obligations to or severance payments or benefits for which the Executive is subjectmay be eligible under any of the plans, including, but not limited to, policies or programs of the obligations contained in this Agreement that survive Company or under the expiration Worker Adjustment Retraining Notification Act of 1988 or earlier termination of this Agreement, as provided hereinany similar state statute or regulation.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is terminated by (a) the Company shall terminate Executive’s employment without Cause or by the (b) Executive shall terminate Executive’s employment for Good Reason, then or Executive’s Termination is the result of disability resulting from an injury or death incurred in the course and scope of employment, in each case, during the Employment Period, the Company will shall pay the Executive to Executive:
(i) all accrued, but unpaid, wages any accrued and unpaid Base Salary and accrued and unused vacation earned through the termination dateDate of Termination, based which shall be paid on the Executive’s then current Base Salarytenth day after the Date of Termination (or if such day is not a business day, the next business day after such day); plus
(ii) as severance payments and provided that Executive executes and delivers (and does not revoke) a general release of all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, claims in form and substance satisfactory to the extent not previously submittedCompany within 60 days following the Date of Termination, a request Base Salary for reimbursement twelve (12) months, plus the cost of business expenses is submitted in accordance with COBRA coverage until Executive gets covered under different health insurance, and if the Date of Termination occurs more than six months into the Company’s policies within ten (10) 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 terminationcalendar year, a lump sum payment equal to eighteen prorated Annual Bonus (18) times (or such lesser period that the Executive and/or the Executive’s eligible dependents which may be paid when other executives are entitled to under COBRA) the amount of monthly employer contribution that the Company 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 medicalpaid annual bonuses), vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents which shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken paid 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin periodic installments on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionallydates, notwithstanding anything to beginning with the contrary in the Incentive Plan or any award agreement, upon next payroll date immediately following the expiration of the 60th day following the Date of Termination (which first payment shall include any payments of Base Salary that should have been made during such 60-day period but for the 60-day release consideration period). In addition, any equity grants, stock options or Long Term as a result Incentive benefits that are not fully vested shall vest upon the Date of Termination. There shall be no obligation to mitigate damages, or offset, to severance payments. Notwithstanding the Company’s termination of Executive without Cause or Executive’s termination for Good Reasonforegoing, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units the RSUs granted pursuant to Section 4.2 above shall only vest upon termination if the Incentive Plan)business is achieving 90% of its budgeted EBITDA during the year of termination, shall vest and become immediately exercisable and unrestrictedprovided, without any action by further, if the Board or any committee thereof. For termination occurs during the avoidance first quarter of doubt, settlement of any restricted stock unitsa fiscal year, the vesting prior year’s performance will be used to determine if the business achieved at least 90% of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereinbudgeted EBITDA.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement In the event that the Executive's employment is terminated involuntarily without Cause by the Company without Cause or by the Executive for terminates his employment with Good Reason, then the Company will shall pay the Executive (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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 provide him with total Severance Benefits equal to all of the following:
(a) A lump-sum amount equal to the Executive's unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the Effective Date of Termination.
(b) A lump-sum amount equal to the Executive's annual bonus amount for the bonus plan year in which the month immediately preceding the date Executive's Effective Date of termination; provided, however, Termination occurs that the Executive or would have earned had he remained employed through the end of such bonus plan year (and employed through such other period as may be required under the annual bonus plan in order for the Executive to be vested in such annual bonus amount), multiplied by a fraction, the numerator of which is the number of days in the bonus plan year through the Effective Date of Termination and the denominator of which is three hundred and sixty-five (365). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan in which the Executive is then participating for that bonus plan year (except as provided in Section 3.1(c) below).
(c) A lump-sum amount equal to two (2) multiplied by the sum of: (i) the Executive’s eligible dependents 's highest annual rate of Base Salary in effect during the twelve (12) months preceding the Executive's Effective Date of Termination, and (ii) the Executive's highest annual target bonus in effect during the twelve (12) months preceding the Executive's Effective Date of Termination. Such amount shall be solely responsible paid regardless of actual performance under the annual bonus plan.
(d) All long-term incentive awards shall be subject to the treatment provided under the applicable long-term incentive plans and/or the applicable award agreements thereunder, unless determined otherwise by the Board in its discretion.
(e) A continuation for any nona twenty-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment four (24) month period of the amounts listed in this Section 7.4 Executive's medical insurance and dental insurance coverage (including family coverage if applicable). These benefits shall be made provided by the Company within thirty to the Executive beginning immediately upon the Executive's Effective Date of Termination. Such benefits shall be provided to the Executive at the same coverage level (30with all premium costs borne by the Company) days as in effect as of the Executive’s termination date's Effective Date of Termination for a period of twenty-four (24) months following the Executive's Effective Date of Termination. Notwithstanding the above, with these medical and dental insurance benefits shall be discontinued prior to the payment date end of the twenty-four (24) month continuation period in the event the Executive receives substantially similar benefits from a subsequent employer, as determined solely by the Company in its sole discretiongood faith. In additionHowever, if the benefits received from the subsequent employer do not cover the preexisting medical conditions of the Executive or a covered member of the Executive's family, the Company will pay continuation period shall continue, but not beyond the Executive a separation payment equal to three times twenty-fourth (3x24th) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day month following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period 's Effective Date of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereofTermination. For the avoidance purposes of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to enforcing this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations to the Executive under this Agreement; howeveroffset provision, the Executive shall continue have a duty to be bound by Section 10 keep the Company informed as to the terms and all other postconditions of any subsequent employment and the corresponding benefits earned from such employment and shall provide, or cause to provide, to the Company in writing correct, complete, and timely information concerning the same.
(f) For a period of up to twenty-termination obligations to which four (24) months following the Executive's Effective Date of Termination, the Executive is subjectshall be entitled, includingat the expense of the Company, but not limited toto receive standard outplacement services from a nationally recognized outplacement firm of the Executive's selection. However, the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided hereinCompany's total obligation shall not exceed seventy-five thousand dollars ($75,000).
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement In the event that the Term and Employee’s employment hereunder is terminated by the Company Employer without Cause Cause, or by the Executive Employee for Good Reason, then the Company will pay the Executive (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 unreimbursed business expenses with respect to which Executive is Employee shall be entitled to reimbursement receive (a) accrued and unpaid Base Salary or Annual Bonus earned but not yet paid as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 terminationtermination of employment, which shall be paid in 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) days after the date of Employee’s termination of employment or, in respect of the Executive’s termination dateAnnual Bonus, with on the scheduled payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salaryaccordance with Subsection 3.2, and (Bb) continued payment of the ExecutiveBase Salary in effect as of the date of Employee’s average Bonus termination of employment payable by Employer as if Employee had remained employed for a period of 12 months following such termination (the two “Continuation Payments” and such period, the “Continuation Period”). Notwithstanding anything in this Agreement to the contrary, the Continuation Payments shall immediately cease in the event that Employee breaches any restrictive covenants then applicable to Employee. In order to receive the Continuation Payments, Employee must first execute and deliver a release of claims in the form attached hereto as Exhibit A (2the “Release”), that has become effective in accordance with its terms (including the expiration of any applicable revocation period contained therein or required by applicable law) annual Bonus periods completed within sixty (60) days after the date of termination of Employee’s employment (such 60-day period, the “Release Period”). The Continuation Payments shall be paid ratably in monthly installments over the Continuation Period with the first such installment to be paid no later than ten (10) days following the date on which the Release becomes effective and irrevocable (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to terminationsuch date absent the requirement to execute the Release); provided, that, if the Release Period spans two calendar years, then the first installment of the Continuation Payments (which installment shall include any installment of the Continuation Payments that would have been paid to Employee prior to such date absent this proviso) will be paid on the first business day of the second calendar year if such date is later than the date on which such installment would otherwise have been paid pursuant to this Subsection 4.6 absent this proviso. In the event this Agreement is terminated of any termination of the Term and Employee’s employment hereunder by the Company Employer without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, Employee shall resign all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to positions held with the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by Employer Group. In the Board or any committee thereof. For the avoidance of doubt, settlement event of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 Agreementthe Term and Employee’s employment hereunder by Employer without Cause or by Employee for Good Reason, as provided hereinEmployee shall resign all positions held with the Employer Group.
Appears in 1 contract
Sources: Term Employment Agreement (Endeavor Group Holdings, Inc.)
Termination Without Cause or for Good Reason. If this Agreement is terminated by the Company without Cause or by the Executive for Good Reason, then the Company will pay the Executive (i) all accrued, but unpaid, wages through the Upon 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) business days of the Executive’s employment by the Employer without Cause (as defined below) or a termination date; for Good Reason (iv) all earned and accrued but unpaid bonuses; and (v) if as defined below), the Executive is participating in will receive 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretionAccrued Payments. In addition, the Company will pay upon a Qualifying Termination, as defined below, the Executive a separation payment will be eligible for the following severance benefits:
i. Cash severance payments equal to three times (3xi) twelve (12) months of Base Salary plus (ii) the sum greater of (A) the Executive’s then current Base Salary, average STIP Bonus earned by the Executive in the two prior years and (B) 100% of the Executive’s average target annual STIP Bonus for the two current fiscal year, subject to payroll withholding and deduction and paid according to the Employer’s regular payroll procedures (2) annual Bonus periods completed prior to terminationcollectively, the “Severance Payments”). In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount Severance Payments shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after paid no later than the thirtieth (30th) day following the Executive’s termination date employment termination; and
ii. Payment of a severance amount in lieu of the Target Bonus (the “Severance Delay PeriodPro-Rata Bonus Amount”) equal to the Target Bonus Executive would have earned with Executive reaching all objective and will subjective performance conditions for the year in which Executive’s employment terminates, prorated by multiplying the Target Bonus that Executive would have earned if Executive had remained employed through December 31 by the portion of the year that Executive had actually remained employed, and subject to payroll withholding and deduction; provided, however, that if no Target Bonus has been determined for the current year then the Pro-Rata Bonus Amount shall be based on the Target Bonus for the last performance year during which Executive had a Target Bonus. The Pro-Rata Bonus Amount shall be paid over a period of thirty-six no later than the thirtieth (3630th) months from such date in accordance with day following the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereinemployment termination.
Appears in 1 contract
Termination Without Cause or for Good Reason. i. If this Agreement is terminated by the Company terminates Employee’s employment without Cause Cause, or by the Executive does not renew this agreement upon its expiration, or Employee terminates for Good ReasonReason (as defined below), then conditioned upon Employee signing the Company will pay the Executive (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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement Separation Agreement and Full and Final Release of Claims attached as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. In additionSchedule B, the Company will pay to the Executive a separation Employee 12 months of base salary. Severance payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount 12 months base salary shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with made either pursuant to the Company’s regular payroll practicesschedule over the next year, at the Company’s sole discretion, the severance payment may be accelerated and paid over a shorter period of time. AdditionallyCompany also agrees to pay employee a prorated bonus based in the year of termination. The prorated bonus shall be defined by the period of time of the last paid short term bonus date and the date of termination. Employee will also be entitled to all vested equity and all equity that is scheduled to vest within one year of his termination date at the point of termination. All equity that is vested as of the point of termination will continue to have its original expiration date, notwithstanding anything which is ten years from the grant date.
ii. If Company terminates Employee’s employment with Cause, as defined below, Employee will be paid his regular Base Salary through his separation date, after which no further monies shall be owed Employee under this Agreement. For purposes of this Agreement, “Cause” shall include:
1. Employee’s willful failure to materially perform his duties (other than any such failure resulting from incapacity due to physical or mental illness); (ii) Employee’s willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injurious to the contrary Company or its affiliates; (iii) Employee’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, if such felony or other crime is work-related, materially impairs the Employee’s ability to perform services for the Company or results in material reputational or financial harm to the Incentive Plan Company or any award agreement, upon the expiration its affiliates; (iv) Employee’s willful violation of the Term as a result material policy of the Company; or (v) Employee’s termination willful unauthorized disclosure of Executive Confidential Information. For purposes of this provision, no act or failure to act on the part of the Employee shall be considered “willful” unless it is done, or omitted to be done, by the Employee in bad faith or without Cause reasonable belief that the Employee’s action or Executive’s termination for Good Reasonomission was in the best interests of the Company. Any act, all of Executive’s outstanding unvested equity-or failure to act, based awards (including, but not limited to, restricted stock and restricted stock units granted upon authority given pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action a resolution duly adopted by the Board or any committee thereofupon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. For the avoidance of doubt, settlement of any restricted stock unitsUpon Employee’s request, the vesting Board shall make a final determination for the Company of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided whether the Company’s reason for in terminating Employee’s employment meets the applicable award agreement regarding such units. Except as definition of “Cause” set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other postsub-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 paragraph.
iii. For purposes of this Agreement, as provided herein“Good Reason” shall mean the occurrence of any of the following without the consent of Executive: (i) a material diminution in Executive’s authority, duties or responsibilities; (ii) a breach of this Agreement by Company, (iii) a material change in the geographic location at which Executive must perform services or reside; or (iv) a material change in base salary, or (v) or a material change in Executive’s annual bonus targets or eligibility for incentive compensation.
Appears in 1 contract
Sources: Employment Agreement (Charlotte's Web Holdings, Inc.)
Termination Without Cause or for Good Reason. If this Agreement IfExecutive’s employment by the Company is terminated by the Company without other than for Cause (other than a termination for Disability) or by the Executive for Good Reason, then the Company will shall pay the or provide Executive with (i) all accrued, but unpaid, wages through the termination date, based on the Executive’s then current Base SalaryAccrued Amounts; (ii) all accrued, but unpaid, vacation a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination date, based on that Executive is employed by the Company and the denominator of which is 365) of Executive’s then current Base SalaryAnnual Bonus for the performance year in which Executive’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement continue his then current Base Salary as provided herein, provided that, to the extent not previously submitted, if his employment continued for a request for reimbursement period of business expenses is submitted in accordance with the Company’s policies within ten twelve (1012) 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 months from the date of termination, a lump sum payment equal subject to eighteen the mitigation provisions set forth below; and (18iv) times (or such lesser period that the Executive and/or the subject to Executive’s continued copayment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents are entitled to under COBRAdependents) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium same terms and conditions (except for continuation coverage under COBRAthe requirements of Executive’s continued employment) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding effect on the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for . Ifat any non-monetary 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 (30) days of the time after Executive’s termination date, with the payment date determined by while the Company in its sole discretion. In additionis obligated hereunder to make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor from any person or entity, then Executive shall immediately notify the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, such event and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionallyobligation to continue to make such payments to Executive shall be reduced by the gross amount of any such payments and the obligation to continue to provide benefits shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, notwithstanding anything prompt notice of which Executive shall furnish to the contrary in Company. Executive shall use good faith and reasonable efforts to find and secure new employment after any such termination. To the Incentive Plan or any award agreement, upon the expiration of the Term as a result of extent such coverage cannot be provided under the Company’s termination health or welfare plans without jeopardizing the tax status of Executive without Cause such plans, for underwriting reasons or because of the tax impact on Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this Agreement; however, subsection shall reduce and count against Executive’s rights under the Executive shall continue to be bound by Section 10 and all other 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 Consolidated Omnibus Budget Reconciliation Act of this Agreement1985, as provided hereinamended (“COBRA”).
Appears in 1 contract
Sources: Employment Agreement (Turnpoint Medical Devices, Inc.)
Termination Without Cause or for Good Reason. If this Agreement during the Employment Term, Executive’s employment with the Company is terminated by the Company without Cause Cause, or by the Executive for Good Reason, then the Company will pay the Executive shall be entitled to receive (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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 Executive’s accrued and unpaid salary as of the Termination Date (18collectively the “Accrued Benefits”) times and (or such lesser ii) a cash amount equivalent to the gross amount of Executive’s monthly COBRA premiums for health insurance, based on Executive’s current elections, for a period that of twelve (12) months payable in a lump sum payment on the sixtieth (60th) day following the Termination Date. It will be Executive’s responsibility to timely elect COBRA and to make any and all required payments to maintain coverage under COBRA (the “COBRA Payment”). In addition to the COBRA Payment, Executive’s outstanding Equity Awards shall vest as may be provided in the terms of the applicable Equity Award grant agreements, and Executive shall be entitled to a cash severance payment, payable in a lump sum payment on the sixtieth (60th) day following the Termination Date, which will be determined as follows (the “Severance Payment”):
a. If the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two during the Initial Period, the Severance Payment will be equal to Executive’s annual Base Compensation for greater of (1) the remainer of the Initial Period or (2) annual Bonus periods, then part six (B6) will be three times (3x) Executive’s Bonus months.
b. If the Executive is terminated by the Company without Cause or by Executive for Good Reason on or after the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment last day of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth Initial Period (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term including as a result of non-renewal by either party), the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all Severance Payment will be equal to six (6) months of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereinannual Base Compensation.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is terminated by the Company without Cause or by the Executive for Good Reason, then the Company will pay the Executive (i) all accrued, but unpaid, wages through If the termination date, based Company terminates Employee's employment hereunder without Cause effective at any time on or before 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) business days first anniversary of the Executive’s termination date; (iv) Effective Date or Employee resigns for Good Reason effective at any time on or before the first anniversary of the Effective Date, the Company shall be obligated to pay all earned basic salary, fringe benefits, unused vacation time, and performance bonus accrued but unpaid bonuses; and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to as of the date of termination, termination and shall pay Employee within three days after termination of employment a single lump sum payment amount equal to eighteen the product of (18a) times two, multiplied by (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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3xb) the sum of Employee's basic salary and the Employee's performance bonus with respect to the fiscal year preceding such termination of employment. The Company shall continue to pay Employee's health and other employee welfare benefits, including, without limitation, the amounts required to maintain the insurance to be provided pursuant to Section 4c. of this Agreement for two years following the effective date of termination of employment. During the Term (A) including the Executive’s then current Base Salarytwo-year period after the effective date of such termination), the Employee shall be entitled to continue participation for himself, his spouse and his dependents under the Company's health and welfare plans and to continued participation in all of the Company's employee benefit plans other than so-called executive perquisites, and all vested rights which the Employee may have shall remain in full force and effect and shall be deemed vested.
(Bii) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by If the Company terminates Employee's employment hereunder without Cause effective at any time after the first anniversary of the Effective Date or by Executive Employee resigns for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for effective at any time after the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment first anniversary of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11Effective Date, the Company shall have no other obligations be obligated to pay all basic salary, fringe benefits, unused vacation time, and performance bonus accrued as of the date of termination and shall pay Employee within three days after termination of employment a single lump sum amount equal to the Executive under this Agreement; however, sum of Employee's basic salary and the Executive Employee's performance bonus with respect to the fiscal year preceding such termination of employment. The Company shall continue to be bound by Section 10 pay Employee's health and all other post-termination obligations to which the Executive is subjectemployee welfare benefits, including, but not limited towithout limitation, the obligations contained in amounts required to maintain the insurance to be provided pursuant to Section 4c. of this Agreement that survive for one year following the expiration or earlier effective date of termination of this Agreementemployment. During the Term (including the one-year period after the effective date of such termination), as provided hereinthe Employee shall be entitled to continue participation for himself, his spouse and his dependents under the Company's health and welfare plans and to continued participation in all of the Company's employee benefit plans other than so-called executive perquisites, and all vested rights which the Employee may have shall remain in full force and effect and shall be deemed vested.
Appears in 1 contract
Termination Without Cause or for Good Reason. (a) If this Agreement the Executive’s employment is terminated by the Company without Cause or by if the Executive terminates his employment hereunder for Good Reason, then and conditioned upon the Executive’s delivering to the Company will the Release provided for in Section 16 with all periods for revocation expired, the Company shall pay or provide to the Executive Executive, subject to Section 19:
(i) all accrued, but unpaid, wages through a single lump sum cash payment within 30 days following the termination date, based on Termination Date equal to the Executive’s then current Base Salary; Pay that has accrued but not been paid through his Termination Date, any annual and/or long-term bonus earned but unpaid as of the date of termination for any previously completed fiscal year or performance period, and a pro rata incentive compensation payment accrued through his Termination Date. For this purpose, the Executive’s pro rata incentive compensation will be determined by multiplying the target amount payable under all outstanding incentive awards multiplied (for each award) by a fraction, the numerator of which is the number of days that have elapsed in the period to which such award relates through the Termination, and the denominator of which is the total number of days in the period;
(ii) all accrued, but unpaid, vacation through a single lump sum cash payment six months following the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, Termination Date equal to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of greater of:
(A) the Executive’s then current Base SalarySeverance Pay, and which shall equal the sum of the biweekly payments that the Executive would receive if he were paid at the rate of his Average Compensation for the remainder of the Term; or
(B) three (3) times the Executive’s average Bonus for the two sum of (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3xx) Executive’s Bonus Base Pay plus (y) target annual incentive compensation for the most recently completed Bonus Period, or, if Employee has not been employed for year prior to the year in which such Termination occurs; plus
(iii) a complete annual Bonus period, then such amount shall be annualized and single lump sum cash payment six months following the Bonus will be three times Termination Date equal to the actuarial equivalent of the excess of (3x1) the annualized amount. Payment retirement pension (determined as a straight line annuity commencing at age sixty-five (65) or the first of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day month following the Executive’s termination date of employment, whichever is later) which he would have accrued under the terms of the Retirement Plans (without regard to any amendment to such Retirement Plans or other pension benefit program described herein), determined as if the Executive were fully vested thereunder and had accumulated (after the Termination Date) thirty-six (36) additional months (or, if greater, the number of months remaining in the Term) of service credit thereunder at his highest annual pensionable compensation (as determined pursuant to the terms of the Retirement Plans) during any calendar year for the five (5) years immediately preceding the year in which the Termination Date occurs, over (2) the retirement pension (determined as a straight life annuity commencing at age sixty-five (65) or the first of the month following the Executive’s termination of employment, whichever is later) which Executive had then accrued pursuant to the provisions of the Retirement Plans. For purposes of this subsection, “Severance Delay Period”actuarial equivalent” shall be determined using all of the same mortality, interest rate and other methods and assumptions as are used from time to time to determine “actuarial equivalence” for lump sum benefits under the Retirement Plan.
(iv) and will be paid over a period of for thirty-six (36) months from following his Termination Date, the Company shall arrange to provide Executive with life, accident and health insurance benefits substantially similar to those to which Executive and Executive’s eligible dependents were entitled immediately prior to his Termination. Any benefit elections pertaining to Executive during the thirty-six (36) month period shall be consistent with the elections in effect for Executive immediately prior to his Termination. If and to the extent that any benefit described in this subsection 5(a)(iv) is not or cannot be paid or provided under any policy, plan, program or arrangement of the Company, then the Company will itself pay or provide for the payment to Executive and Executive’s covered dependents, of such date benefits along with, in accordance with the case of any benefits described in this subsection 5(a) (iv) that is subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Company or any affiliated employer, an additional amount (the “Tax Payment”) such that after payment by Executive or Executive’s dependents or beneficiaries, as the case may be, of all taxes so imposed, the recipient retains an amount equal to such taxes; provided, however, that such benefit must have been non-taxable to Executive during his employment or (ii) such benefit must have been taxable to Executive during his active employment but Executive must have been reimbursed for all taxes so imposed. The Tax Payment shall be paid in the first calendar quarter following the calendar year to which it pertains. Notwithstanding the foregoing, or any other provision of the Company’s regular payroll practiceshealth insurance plan, for purposes of determining the period of continuation coverage to which Executive or any of his dependents is entitled pursuant to Section 4980B of the Code under the Company’s medical, dental and other group health plans, or successor plans, Executive’s “qualifying event” will be the termination of the 36-month period described herein. Additionally, notwithstanding anything Benefits otherwise receivable by Executive or his eligible dependents pursuant to this subsection 5(a)(iv) shall be reduced to the contrary in extent comparable benefits are actually received by Executive and his eligible dependents during the Incentive Plan or remainder of such period following Executive’s Termination, and any award agreement, upon such benefits actually received by Executive and his eligible dependents shall be reported to the expiration Company;
(v) following the end of the Term period specified in subsection 5(a)(iv), the Company shall arrange to provide medical and life insurance coverages to Executive and his spouse for their lifetimes, and Executive’s dependent children until they cease to be eligible as “dependents” under the terms of the Company’s plans as in effect at the time of Executive’s termination (e.g., as a result of reaching age 19) substantially equivalent (taking into account Medicare benefits to which they may become entitled) to those provided to Executive, his spouse and dependents under the Company’s termination of Executive without Cause or employee plans based on Executive’s termination for Good Reasonelections in effect immediately preceding his Termination, all of and at a cost to Executive, his spouse and dependent children not greater that the costs pertaining to them as in effect immediately prior to Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action Termination. Benefits otherwise receivable by the Board Executive or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated his dependents pursuant to this Section 7.4subsection 5(a)(v) shall be reduced to the extent comparable benefits are actually received by Executive or his dependents, and any such benefits actually received by Executive and his dependents shall occur upon vesting be reported to the Company; and
(vi) outplacement services by a firm selected by the Executive, at the expense of the Company in an amount up to 15% of the Executive’s Base Pay, so long as the services are completed prior to the end of the second calendar year following the year in which the Executive’s Termination occurs.
(b) The Executive agrees and acknowledges that in the event that any amounts or benefits become payable pursuant to this Section 7.45(a) on or before December 31, subject 2007, any claims for such amounts or benefits will be made first against the Trust (as defined in Section 11). Any payments of compensation, pension, severance or other benefits paid from the Trust shall, to any previous legally binding deferral election or contrary payment date provided for the extent thereof, discharge the Company’s obligation to pay such amounts hereunder. If the Trust does not pay such amounts and/or to the extent there are not sufficient assets in the applicable award agreement regarding Trust to satisfy such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11obligations, the Company shall have no other obligations remaining balance owing to the Executive under this Agreement; however, will be payable by the Executive shall continue to be bound by Section 10 and all other 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 provided hereinCompany.
Appears in 1 contract
Sources: Employment Agreement (Cooper-Standard Holdings Inc.)
Termination Without Cause or for Good Reason. If this Agreement is The Term of Employment and the Executive’s employment hereunder may be terminated by the Company without Cause or by the Executive for Good ReasonReason or by the Corporation without Cause. In the event of such termination, then the Company will pay the Executive (i) all accrued, but unpaid, wages through shall be entitled to receive the termination date, based on Accrued Amounts and subject to the Executive’s then current Base Salary; compliance with Section 6, Section 7, Section 8, Section 9 and Section 10 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 attached hereto (iithe “Release”) all accruedand such Release becoming effective within the applicable time period set forth in the Release, but unpaid(the “Release Execution Period”), vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is shall be entitled to reimbursement as provided herein, provided that, to receive the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten following:
(10a) 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 one time the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company 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 medicalBase Salary, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents which shall be solely responsible for any non-monetary requirements which must be satisfied paid on the 30th day following the Termination Date; and
(b) upon determination by the Corporation’s Board of Directors or actions that must be taken in order Compensation Committee, as appropriate, to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. In additiondiscretion as to whether to grant a bonus, and if such bonus is granted, the Company will pay the Executive a separation amount, form and payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereofschedule. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, Executive shall occur upon vesting pursuant to this Section 7.4, subject not be entitled to any previous legally binding deferral election bonus solely for reason of termination, unless the Board of Directors or contrary payment date provided for the Compensation Committee, as appropriate, in its sole discretion awards a bonus to Executive.
(c) If the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) Executive timely and Section 11properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall have no other obligations reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive under this Agreement; however, on the Executive shall continue to be bound by Section 10 and all other post-termination obligations to 10th day of the month immediately following the month in which the Executive timely remits the premium payment (“COBRA Premium Reimbursements”). The Executive shall be eligible to receive such COBRA Premium Reimbursement until the earliest of: (i) the twelve-month anniversary of the Termination Date; (ii) the date the Executive is subjectno 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, includingif the Company’s making payments under this Section 5.3(b) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), but not limited toor result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the obligations contained parties agree to reform this Section 5.3(b) in this Agreement that survive a manner as is necessary to comply with the expiration or earlier termination ACA.
(d) Consistent with the terms of this Agreementany equity incentive plan of the Company, as provided hereinapproved by the stockholders, as applicable:
(i) all outstanding time-based equity-based compensation awards granted to the Executive during the Term of Employment shall become fully vested and exercisable for the remainder of their full term; and
(ii) all outstanding performance-based equity compensation awards granted to the Executive during the Term of Employment shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied. The determination whether such performance goals are satisfied shall be in the sole discretion of the Compensation Committee or the Board, as the case may be.
Appears in 1 contract
Sources: Employment Agreement (Oculus Innovative Sciences, Inc.)
Termination Without Cause or for Good Reason. If this Agreement is terminated Upon the termination of Employee’s employment by the Company without Cause or by the Executive Employee for Good Reason, then the Company will pay the Executive and provided that (i) all accrued, but unpaid, wages through Employee timely executes and does not revoke the termination date, based on the Executive’s then current Base Salary; Release required under Section 3(a) of this Amendment Agreement and (ii) all accruedEmployee has complied with and continues to comply with the restrictive covenants set forth in his Employment Agreement, but unpaid, vacation through Employee shall become eligible to receive the termination date, based on the Executive’s then current Base Salary; following payments and benefits:
(iiii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, The Company shall pay Employee a severance payment in an amount equal to the extent not previously submittedsum of (i) six months of Employee’s Base Salary (at the rate then in effect) and (ii) one week of Employee’s Base Salary (at the rate then in effect) for each year of service with the Company up to a maximum of an additional twelve weeks, which shall be paid as a request for reimbursement of business expenses is submitted salary continuance, in accordance with the Company’s policies within ten normal payroll practices. This payment will be inclusive of all statutory entitlements owing for notice and severance, if applicable, under the Employment Standards Act.
(10ii) 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, The Company shall pay Employee a lump sum payment equal to eighteen the cost that would be payable by the Company, as measured as of Employee’s Termination Date, to obtain continued health care coverage for Employee and Employee’s spouse and eligible dependents, as applicable, under the Company’s employee group health plan for the eighteen-month period following termination, at the level in effect for each of them on such Termination Date. Payment will be made within sixty days following Employee’s Termination Date.
(18iii) times (or such lesser period that The Company shall pay Employee a prorated Annual Bonus for the Executive and/or the ExecutiveFiscal Year in which Employee’s eligible dependents are entitled to under COBRA) the amount termination of monthly employer contribution that the Company 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents employment occurs. The prorated Annual Bonus shall be solely responsible determined by multiplying the target bonus for any non-monetary requirements the Fiscal Year of termination by a fraction, the numerator of which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment is the number of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) days of the Executive’s termination date, with the payment date determined during which Employee was employed by the Company in its sole discretionthe Fiscal Year in which the Termination Date occurs and the denominator of which is 365. In additionThe prorated Annual Bonus shall be paid within sixty days following Employee’s Termination Date.
(iv) If such termination occurs prior to or more than 24 months following a Change of Control, then the Equity Awards shall be treated as follows:
a. Subject to subsection (e), any outstanding share option, which vests solely upon continuous service with the Company will pay (each, a “Time-Based Option”), shall, on the Executive a separation payment equal Termination Date, become vested and exercisable with respect to three times the number of shares (3xif any) the sum of (A) the Executive’s then current Base Salary, that would have vested and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause become exercisable had Employee continued in employment or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed service for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment period of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day twelve months following the Executive’s termination date Termination Date (the “Severance Delay PeriodSpecial Vesting Option Shares”) ). All Time-Based Options may be exercised for any Special Vesting Option Shares and will be paid over any previously-vested shares for a period of thirtysix months following the Termination Date, but in no event later than the expiration date of the Time-six Based Option. Each Time-Based Option (36) months from such date in accordance including with the Company’s regular payroll practices. Additionally, notwithstanding anything respect to the contrary in Special Vesting Option Shares and any previously-vested shares) shall terminate on the Incentive Plan date that is six months following the Termination Date or any award agreement, (if earlier) upon the expiration of the Term as a result term of the Time-Based Option.
b. Subject to subsection (e), any outstanding restricted share unit award, which vests solely upon continuous service with the Company’s termination , shall, on the Termination Date, become vested and payable with respect to the number of Executive without Cause units (if any) that would have vested had Employee continued in employment or Executive’s termination service for Good Reason, all a period of Executive’s outstanding unvested equity-based awards twelve months following the Termination Date. The shares underlying any restricted share units that vest under this subsection (includingiv)(b) shall be issued on the Termination Date or as soon as reasonably practicable thereafter, but not limited toin no event later than the end of the calendar year in which the Termination Date occurs.
c. Subject to subsection (c), restricted stock any outstanding performance share award, which (A) was subject to vesting in whole or in part based on attainment of performance objectives and restricted stock units granted pursuant (B) with respect to which the specified performance period has been completed prior to the Incentive PlanTermination Date such that the award remains subject to vesting only based on continuous service during a specified service period, shall, on the Termination Date, become vested with respect to the number of shares (if any, as determined in accordance with the agreement evidencing the award) that would have vested had Employee continued in employment or service for a period of twelve months following the Termination Date, based on the level of attainment of the performance objectives. Any shares that vest under this subsection (iv)(c) shall be issued on the Termination Date or as soon as reasonably practicable thereafter, but in no event later than the end of the calendar year in which the Termination Date occurs. Any performance share award that was subject to vesting in whole or in part based on attainment of performance objectives and with respect to which the performance period has not been completed prior to the Termination Date, shall terminate immediately upon Employee’s termination.
(v) If such termination occurs within 24 months following a Change of Control, then the Equity Awards to the extent outstanding shall be treated as follows:
a. Subject to subsection (e), any Time-Based Option shall vest become fully vested and exercisable upon such termination. All Time-Based Options (including with respect to any previously-vested shares) may be exercised for a period of six months following the Termination Date, but in no event later than the expiration date of the Time-Based Option. Each Time-Based Option shall terminate on the date that is six months following the Termination Date or (if earlier) upon the expiration of the term of the Time-Based Option.
b. Subject to subsection (e), any outstanding restricted share unit award, which vests solely upon continuous service with the Company, shall become immediately exercisable fully vested and unrestricted, without any action by the Board or any committee thereofpayable upon such termination. For the avoidance of doubt, settlement of The shares underlying any restricted stock unitsshare units that vest under this subsection (v)(b) shall be issued upon such termination.
c. Subject to subsection (e), any outstanding performance share award shall, upon such termination, become vested with respect to the vesting number of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, shares (if any as determined under the agreement evidencing the award) then subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such unitsaward. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations to the Executive Any shares that vest under this Agreement; however, the Executive subsection (v)(c) shall be issued within sixty days following such termination.
(vi) The Equity Awards shall continue to be bound governed by Section 10 and all other post-termination obligations subject to which the Executive is subject, including, but not limited to, terms of the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreementapplicable award agreements (including any clawback provisions thereunder), as provided hereinamended to reflect this subsection (c).
(vii) If Employee does not execute or revokes the Release, he shall only be entitled to amounts that would owing under the Ontario Employment Standards Act.
Appears in 1 contract
Sources: Employment Agreement (Genpact LTD)
Termination Without Cause or for Good Reason. If Officer's employment under this Agreement may be terminated by the Company at any time without Cause or by the Officer for Good Reason (as defined in Section 18). In the event Officer's employment under this Agreement is terminated by the Company without Cause or by the Executive Officer for Good Reason, then the Company will shall pay Officer the Executive (i) all accruedfollowing payments and benefits:
a. The Accrued Rights.
b. Two years of annual base salary as of the date of the Officer's Separation from Service payable to the Officer on a bi-weekly basis over two calendar years.
c. If Officer’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), but unpaidif any, 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 unreimbursed business expenses that Officer would have been entitled to receive with respect to which Executive is entitled to reimbursement as provided hereinsuch completed fiscal year, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with based upon the Company’s policies within ten (10) business days actual results, the Company shall pay to Officer, at the time such bonus is paid to other executives of the ExecutiveCompany according to the terms of the applicable bonus program adopted by the Company, the amount of such bonus described in Section 4(a), if any, that Officer would have been entitled to receive with respect to such completed fiscal year had Officer’s termination date; (iv) all earned and accrued but unpaid bonusesemployment not terminated prior to the payment date for such bonus; and (v) a pro rata portion of the bonus described in Section 4(a), if any, that Officer would have been entitled to receive for the Executive is participating fiscal year in which the termination of employment occurs, based upon the Company’s group medical, vision actual results for the year of termination and dental plan immediately prior to the percentage of the fiscal year that shall have elapsed through the date of terminationtermination of employment, a lump sum payment equal payable to eighteen (18Officer pursuant to Section 4(a) times (or had Officer’s employment not terminated, which pro-rata bonus shall be paid at the time such lesser period that the Executive and/or the Executive’s eligible dependents are entitled bonus is paid to under COBRA) the amount other executives of monthly employer contribution that the Company made according to an issuer (or as otherwise determined on an actuarial basis based upon the terms of the applicable monthly premium bonus program adopted by the Company.
d. Officer shall also continue to be covered under health and life insurance plans of the Company for continuation coverage under COBRAsix (6) to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of terminationmonths; provided, howeverthat upon completion of each full calendar year of employment commencing January 1, 2018, Officer shall be entitled to one additional month of coverage under health and life insurance plans of the Company under this Section 8(c); provided, that in no event shall Officer be entitled to coverage under health and life insurance plans of the Executive Company for a period in excess of twelve (12) months, or the Executive’s eligible dependents Company shall provide the economic equivalent thereof if such continuation is not permissible under the terms of the Company's insurance plans. Benefits due under Section 8 shall be solely responsible for any non-monetary requirements which must be satisfied payable (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 commence) within thirty sixty (3060) days of the Executive’s termination dateOfficer's Separation from Service, with the date of such payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date discretion in accordance with the Company’s regular payroll practicesSection 10 below. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration Receipt by Officer of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reasonpayment and other benefits under this Section 8 shall be subject to Officer's execution and delivery, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan)terms of Section 10 below, shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations of a General Release in form and substance reasonably acceptable to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 Company and all other 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 provided hereinOfficer.
Appears in 1 contract
Termination Without Cause or for Good Reason. At any time after commencement of employment, Employer may terminate Executive's employment hereunder without Cause, and Executive may terminate his employment hereunder for Good Reason (as defined below), in either case effective thirty (30) days after written notice. If this Agreement Executive is terminated by the Company Employer without Cause or if Executive terminates Executive's employment hereunder for Good Reason during the first three (3) years of the Term (the "Initial Term"), Executive shall receive from Employer, in a lump-sum payment due on the effective date of termination, the base salary at the rate then in effect for whatever time period is remaining under the Initial Term of this Agreement or for one (1) year, whichever amount is greater. If Executive is terminated by Employer without Cause or should Executive terminate for Good Reason after the Initial Term, Executive shall receive from Employer, in a lump-sum payment due on the effective date of termination, one year's salary at the base salary rate then in effect. Further, any termination without Cause by Employer or by the Executive for Good Reason, then Reason shall operate to shorten the Company will pay period set forth in paragraph 3(a) and during which the Executive terms of paragraph 3 apply to one (i1) 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 year from the date of terminationtermination of employment. If Executive resigns or otherwise terminates his employment hereunder without Good Reason, 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salaryreceive no severence compensation, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to terminationprovisions of paragraph 3 hereof shall apply. In the event this Agreement If Executive is terminated by the Company Employer without Cause or by if Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination terminates his employment hereunder for Good Reason, all (1) Employer shall make the insurance premium payments contemplated by COBRA for a period of Executive’s outstanding unvested equity-based awards 12 months after such termination, and (including, but not limited to, restricted stock and restricted stock units granted pursuant 2) Executive shall be entitled to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement receive a pro rated portion of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other post-termination obligations annual bonus to which Executive would have been entitled for the year during which the termination occurred had 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 provided hereinbeen terminated.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is terminated by the Company terminates the Executive’s employment hereunder without Cause (other than a termination by reason of death or by Disability) or the Executive terminates his employment for Good Reason, then the Company will shall pay or provide the Executive the Amounts and Benefits and the following:
(i1) all accrued, but unpaid, wages through the termination date, based on the an amount equal to Executive’s then current Base Salary; (ii) all accruedSalary for one year, but unpaid, vacation through which amount shall be paid over the termination date, based on 6-month period following the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement Date of business expenses is submitted Termination in accordance with the Company’s payroll practices and policies within ten then in effect; and
(102) business days to the extent the Financial Target is met for the fiscal year in which the Executive’s termination occurs, a pro-rata portion of the Executive’s Annual Bonus for the year of termination date; based on actual results for such year (iv) all earned and accrued but unpaid bonuses; and (v) if with the Annual Bonus 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 participating 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; and
(3) acceleration of any unvested RSUs; and
(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 medical, vision and dental plan health insurance plans in which the Executive participated immediately prior to the date Date of terminationTermination (“COBRA Continuation Coverage”), 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 made to an issuer (or as otherwise determined on an actuarial basis based upon shall pay the applicable monthly premium cost of COBRA Continuation Coverage for continuation coverage under COBRA) to provide medical, vision and dental insurance to the Executive and his eligible dependents in until the month immediately preceding the date earliest of termination; provided, however, that (a) the Executive or his eligible dependents, as the Executive’s case may be, ceasing to be eligible dependents shall be solely responsible for under COBRA (or any nonCOBRA-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment like benefits provided under applicable state law) and (b) twelve (12) months following the Date of Termination, (the amounts listed in benefits provided under this Section 7.4 shall be made by the Company within thirty sub-section (30) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. In addition3), the Company will pay the Executive a separation payment equal to three times (3x“Medical Continuation Benefits”). Except for RSUs as referenced in 5(j)(ii)(3) the sum above, any portion of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause any outstanding equity or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin incentive award that remains unvested on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period Date of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other post-termination obligations to which the Executive is subjectTermination, including, but not limited to, PSUs, shall be forfeited as of the obligations contained Date of Termination; provided, however, if a Change of Control occurs on or before the 60th day following the Date of Termination, the PSUs that would have vested on the date of the Change in this Agreement Control had the Executive been employed on that survive the expiration or earlier termination of this Agreementdate, as provided hereinshall vest.
Appears in 1 contract
Sources: Employment Agreement (Sequential Brands Group, Inc.)
Termination Without Cause or for Good Reason. The Corporation may terminate the Executive's employment hereunder at any time without Cause. The Executive may terminate his employment hereunder for Good Reason at any time by delivery of written notice to the Corporation within the six-month period commencing after the occurrence of the Good Reason effective forty-five (45) days after such written notice is delivered. If this Agreement is terminated by the Company Corporation terminates the Executive's employment hereunder without Cause (other than due to Retirement, death, Disability or by the normal expiration of the full Term of Employment), or if the Executive terminates his employment hereunder for Good Reason, then the Company will pay Term of Employment shall thereupon end (if not already expired) and the Executive shall, subject to Sections 2.2, 3.2, 6.10, and 6.11 of this Agreement, only be entitled to:
(ia) all accruedas liquidated damages, a cash lump sum equal to the greater of $500,000 or the sum of the Base Salary and annual bonus payments that would have accrued from the Date of Termination through the remaining Term of Employment but for the Termination;
(b) any Base Salary accrued to the Date of Termination or any bonus actually awarded, but unpaidnot yet paid as of the Date of Termination;
(c) reimbursement for all expenses (under Section 5.5) incurred as of the Date of Termination, wages but not yet paid as of the Date of Termination;
(d) payment of the per diem value of any unused vacation days accruing during the Term of Employment and the unused, unaccrued portion of any vacation days available through the end (but not beyond) of the calendar year of the Corporation in which such termination dateoccurs;
(e) continuation of the welfare benefits of the Executive, based at the level in effect (as provided for by Section 5.4 of this Agreement) on, and at the same out-of-pocket cost to the Executive as of, the Date of Termination for the longer of one year or the time period commencing on the Executive’s then current Base Salary; (ii) all accrued, but unpaid, vacation Date of Termination and continuing through the termination dateremaining Term of Employment as if the same had not ended (or, based on if such continuation is not permitted by applicable law or if the Executive’s then current Base Salary; Board so determines in its sole discretion, the Corporation shall provide the economic equivalent in lieu thereof);
(iiif) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement any other compensation and benefits as may be provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) business days terms and provisions of any applicable plans or programs, if any, of the Executive’s termination dateCorporation or any Subsidiary; and
(ivg) all earned and accrued but unpaid bonuses; and (v) if any rights to indemnification in accordance with Section 11 of this Agreement. In the event of any dispute hereunder, the Executive is participating in shall be entitled until the Company’s group medical, vision and dental plan immediately prior earlier to the date occur 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 COBRAi) the amount Date of monthly employer contribution that Termination, (ii) the Company 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment expiration of the amounts listed in this Section 7.4 shall be made by the Company within thirty current stated Term of Employment, or (30) 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 separation payment equal to three times (3xiii) the sum resolution of such dispute to (A) the Executive’s be paid bi-weekly his then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior continue to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount receive all other benefits; and there shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment no reduction whatsoever of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be any amounts subsequently paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, Executive upon the expiration resolution of the Term such dispute as a result of the Company’s termination of Executive without Cause of, or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited in respect to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board such interim payments or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereincoverage.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is terminated by 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 hereunder without Cause (other than a termination by reason of death or by Disability), and the Executive for Good Reasonhas not received and is not entitled to any payment under Section 5(d)(iii) hereof, then the Company will shall pay or provide the Executive (i) all accruedthe Amounts and Benefits and, 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 unreimbursed business expenses with respect subject to which Executive is entitled to reimbursement as provided herein, provided that, Section 9 hereof:
1. an amount equal to the extent not previously submitted, a request sum of all applicable Base Salary for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) business days balance of the Executive’s Term determined as if such termination date; (iv) all earned and accrued but unpaid bonuses; and (v) if the Executive is participating had not occurred, which shall be payable in the Company’s group medical, vision and dental plan immediately prior to the date of termination, full in a lump sum cash 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 be 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (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 ill 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 dateoccurs 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, with the payment date determined 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 its sole discretion. In addition, the Company will pay the Executive a separation payment equal to three times accordance with Section 4(b) (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination“Pro Rata Bonus”). In the event this Agreement is that the Company has not established an executive bonus plan covering the year of the Term during which the Executive was terminated the pro-rata portion of the bonus due to the Executive shall be based upon the prior year’s Annual Bonus received by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount;
4. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following subject to the Executive’s termination date (a) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“Severance Delay PeriodCOBRA”) and will be paid over a period of thirty-six (36) months from such date in accordance ), with respect to the Company’s regular payroll practices. Additionally, notwithstanding anything group health insurance plans in which the Executive participated immediately prior to the contrary in the Incentive Plan or any award agreement, upon the expiration Date of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards Termination (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan“COBRA Continuation Coverage”), shall vest and become immediately exercisable and unrestricted(b) continued payment by Executive of premiums for such plans at the “active employee” rate (excluding, without any action by the Board or any committee thereof. For the avoidance for purposes of doubtcalculating cost, settlement of any restricted stock units, the vesting of which is accelerated pursuant an employee’s ability to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11pay premiums with pre-tax dollars), the Company shall 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 the Date of Termination, and (z) the Executive becoming eligible for coverage under the health insurance plan of a subsequent employer (the benefits provided under this sub-section (4), the “Medical Continuation Benefits”); and
5. in the event a Change in Control shall not have no other obligations theretofore occurred, and the Executive has terminated this Agreement for Good Reason or the Company has terminated the Executive without Cause, the unvested shares subject to the Executive under this Agreement; however, the Executive Award shall continue to be bound by vest in accordance with Section 10 and all other 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 provided herein4(c).
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is terminated by prior to the expiration of the Term, Executive resigns from his employment hereunder for Good Reason or the Company terminates Executive’s employment hereunder without Cause (other than a termination by reason of death or by the Executive for Good ReasonDisability), then the Company will shall pay or provide Executive the Executive Amounts and Benefits and the following:
(i1) all accrued, but unpaid, wages through the termination date, based on the an amount equal to 3.75 times Executive’s then then-current Base Salary; , which shall be payable in full in a lump sum cash payment to be made to Executive as soon as practicable following the execution, delivery and non-revocation of the Release (ii) all accruedas defined below), but unpaidin no event later than the date that is sixty (60) days following the Date of Termination; provided, vacation through that if the Release is executed in one taxable year and becomes effective in another taxable year, payment shall not be made until the second taxable year;
(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 Executive as soon as practicable following the execution, delivery and non-revocation of the Release, but in no event later than the date that is sixty (60) 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; provided, that if the Release is executed in one taxable year and becomes effective in another taxable year, payment shall not be made until the second taxable year;
(3) in the event such resignation or termination dateoccurs following the Company’s first fiscal quarter of any year, a pro-rata portion of Executive’s Annual Bonus for the fiscal year in which 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 calendar year by a fraction, the numerator of which is the number of days during the calendar year of termination that 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 then current Base Salary; employment had not terminated;
(iii4) all unreimbursed business expenses subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 health insurance plans in which Executive participated immediately prior to the date Date of terminationTermination (“COBRA Continuation Coverage”), a lump sum payment equal the Company shall pay the cost of COBRA Continuation Coverage for Executive and his eligible dependents until the earliest of (A) 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) times months following the Date of Termination, (the benefits provided under this sub-section (4), the “Medical Continuation Benefits”);
(5) any unvested portion of the Restricted Stock Unit Award shall accelerate and become fully vested on the Date of Termination and the shares covered by the Restricted Stock Unit Award (or such lesser period that cash, if applicable, in an amount determined by the Alternative Cash Payment Method) shall be distributed or paid to Executive and/or as soon as practicable following the Executive’s eligible dependents are entitled to under COBRA) execution, delivery and non-revocation of the amount of monthly employer contribution that the Company 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 medicalRelease, vision and dental insurance to the Executive and his dependents but in the month immediately preceding no event later than the date that is sixty (60) days following the Date of terminationTermination (subject to any securities law restrictions); provided, howeverthat if the Release is executed in one taxable year and becomes effective in another taxable year, distribution or payment shall not occur until the second taxable year and
(6) (i) 50% of the unvested portion of the Performance Shares shall accelerate and become fully vested on the Date of Termination and the shares covered by such portion of the Performance Shares (or cash, if applicable, in an amount determined by the Alternative Cash Payment Method) shall be distributed or paid to Executive within sixty (60) days following the Date of Termination (subject to any securities law restrictions), provided, that if the Executive Release is executed in one taxable year and becomes effective in another taxable year, distribution or payment shall not occur until the Executive’s eligible dependents second taxable year, and (ii) 50% of the unvested portion of the Performance Shares shall remain outstanding through completion of the applicable performance period, shall vest based on actual achievement of the performance metrics over the performance period and the earned shares (or cash, if applicable, in an amount determined by the Alternative Cash Payment Method) shall be solely responsible for any non-monetary requirements which must be satisfied distributed or actions that must be taken in order paid to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.4 shall be made by the Company Executive within thirty (30) days of the Executive’s termination vest date, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided herein.
Appears in 1 contract
Sources: Employment Agreement (Differential Brands Group Inc.)
Termination Without Cause or for Good Reason. If this Agreement is terminated by 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 hereunder without Cause (other than a termination by reason of death or by Disability), and the Executive for Good Reasonhas not received and is not entitled to any payment under Section 5(d)(iii) hereof, then the Company will shall pay or provide the Executive (i) all accruedthe Amounts and Benefits and, 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 unreimbursed business expenses with respect subject to which Executive is entitled to reimbursement as provided herein, provided that, Section 9 hereof:
1. an amount equal to the extent not previously submitted, a request sum of all applicable Base Salary for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) business days balance of the Executive’s Term determined as if such termination date; (iv) all earned and accrued but unpaid bonuses; and (v) if the Executive is participating had not occurred, which shall be payable in the Company’s group medical, vision and dental plan immediately prior to the date of termination, full in a lump sum cash 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 be 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (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 dateoccurs 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, with the payment date determined 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 its sole discretion. In addition, the Company will pay the Executive a separation payment equal to three times accordance with Section 4(b) (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination“Pro Rata Bonus”). In the event this Agreement is that the Company has not established an executive bonus plan covering the year of the Term during which the Executive was terminated the pro-rata portion of the bonus due to the Executive shall be based upon the prior year’s Annual Bonus received by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount;
4. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following subject to the Executive’s termination date (a) timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“Severance Delay PeriodCOBRA”) and will be paid over a period of thirty-six (36) months from such date in accordance ), with respect to the Company’s regular payroll practices. Additionally, notwithstanding anything group health insurance plans in which the Executive participated immediately prior to the contrary in the Incentive Plan or any award agreement, upon the expiration Date of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards Termination (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan“COBRA Continuation Coverage”), shall vest and become immediately exercisable and unrestricted(b) continued payment by Executive of premiums for such plans at the “active employee” rate (excluding, without any action by the Board or any committee thereof. For the avoidance for purposes of doubtcalculating cost, settlement of any restricted stock units, the vesting of which is accelerated pursuant an employee’s ability to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11pay premiums with pre-tax dollars), the Company shall 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 the Date of Termination, and (z) the Executive becoming eligible for coverage under the health insurance plan of a subsequent employer (the benefits provided under this sub-section (4), the “Medical Continuation Benefits”); and
5. in the event a Change in Control shall not have no other obligations theretofore occurred, and the Executive has terminated this Agreement for Good Reason or the Company has terminated the Executive without Cause, the unvested shares subject to the Executive under this Agreement; howeverPSU’s and 75% of the unvested shares subject to the RSU’s shall vest in accordance with Sections 4(c)(i)(B) and 4(c)(ii)(B), the Executive shall continue to be bound by Section 10 and all other 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 provided hereinrespectively.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is terminated In case of termination without Cause by the Company without Cause Corporation or for Good Reason by the Executive, Executive for Good Reason, then shall be entitled to:
(a) the Company will pay the Executive Accrued Amounts (ipaid as soon as practicable following such termination);
(b) all accrued, but unpaid, wages through the termination date, based on subject to the Executive’s then current Base Salary; compliance with Sections 6 through 11 of this Agreement and her execution of a release of claims in favor of the Corporation, its affiliates and their respective officers and directors in a form attached hereto (iithe “Release”) all accruedand such Release becoming effective within the applicable time period set forth in the Release (the “Release Execution Period”), but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is shall be entitled to reimbursement as provided herein, provided that, to receive one times the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) business days sum of the Executive’s termination dateannual Base Salary, which shall be paid in accordance with regular payroll commencing within 30 calendar days following the Termination Date; (iv) all earned provided the Release is effective and accrued but unpaid bonusesnon-revocable; 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 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 month immediately preceding the date of termination; further provided, however, that the Executive or the Executive’s eligible dependents shall if such 30-day period spans two calendar years, payment of any amounts determined to be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order deferred compensation subject to obtain such COBRA continuation coverage. Payment Section 409A of the amounts listed in this Section 7.4 Code shall be made or commence in the second calendar year;
(c) upon determination by the Company within thirty (30) days Corporation’s Board of the Executive’s termination dateDirectors or Compensation Committee, with the payment date determined by the Company as appropriate, to be made in its sole discretion. In additiondiscretion as to whether to grant such bonus, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salarypro-rata Annual Bonus, and (B) if such pro-rata Annual Bonus is granted, determine the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periodsamount, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized form and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereofschedule. For the avoidance of doubt, settlement Executive shall not be entitled to any Annual Bonus solely for reason of any restricted stock unitstermination, unless the Board of Directors or the Compensation Committee, as appropriate, in its sole discretion awards a bonus to Executive;
(d) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the vesting Corporation shall reimburse the Executive for the monthly COBRA premium paid by the Executive for herself, a spouse or domestic partner, if applicable, and her dependents. Such reimbursement shall be paid to the Executive on the 10th day of the month immediately following the month in which the Executive timely remits the premium payment (“COBRA Premium Reimbursements”). The Executive shall be eligible to receive such COBRA Premium Reimbursement until the earliest of: (i) the twelve-month anniversary of the termination; (ii) the date the Executive is accelerated pursuant 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 Corporation’s making payments under this Section 7.45.4(d) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), shall occur upon vesting pursuant or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 7.4, subject 5.4(d) in a manner as is necessary to any previous legally binding deferral election comply with the ACA;
(e) All outstanding time-based equity-based compensation awards granted to the Executive during the Term of Employment shall become fully vested; and
(f) All outstanding performance-based equity compensation awards granted to the Executive during the Term of Employment shall remain outstanding and shall vest or contrary payment date provided for be forfeited in accordance with the terms of the applicable award agreement regarding agreements, if the applicable performance goals are satisfied. The determination whether such units. Except as set forth performance goals are satisfied shall be in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations to sole discretion of the Executive under this Agreement; however, Compensation Committee or the Executive shall continue to be bound by Section 10 and all other 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 AgreementBoard, as provided hereinthe case may be.
Appears in 1 contract
Sources: Employment Agreement (Sonoma Pharmaceuticals, Inc.)
Termination Without Cause or for Good Reason. If Employer may terminate Executive’s employment under this Agreement is terminated by the Company Section 2.1 at any time without Cause or by the Executive for Good Reason, then the Company will pay the Executive upon not less than thirty (i30) all accrued, but unpaid, wages through the termination date, based on the days’ prior written notice to 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that, in the event that the such notice is given, Executive or the shall be allowed to seek other employment during such notice period. In addition, Executive may terminate Executive’s eligible dependents employment under this Section 2.1 by voluntarily resigning for Good Reason. Executive shall be solely responsible give Employer not less than thirty (30) days’ prior written notice of a resignation for any Good Reason. In the event Executive’s employment is terminated by Employer without Cause or Executive resigns for Good Reason, in either case, then in addition to all Accrued Compensation, and subject to Executive’s execution and non-monetary 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 revocation within thirty (30) days of the Date of Termination of a Termination Agreement and General Release (as set forth in the Separation Plan) provided to him by Employer, Executive shall be entitled to severance payments and continued benefits under the Separation Plan, on the terms and conditions provided for in the Separation Plan, except that the amount of the severance payment provided in Paragraph F.1 of the Separation Plan shall be 200% of Base Salary plus 200% of Executive’s Target Incentive Bonus for the year of termination. Subject to Section 20.2, severance payments shall be paid in approximately equal installments in accordance with Employer’s regular payroll practices during the two-year period following Executive’s Date of Termination. In addition to the payments and benefits provided under the Separation Plan, and notwithstanding provisions in the Separation Plan indicating that payments and benefits paid thereunder are exclusive of any other payment and benefits, in the event of 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or resignation for Good Reason, in either case, the post-termination exercise period for all vested options held by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment as of the separation payment Date of Termination shall begin on extend until the first regular payroll payment date occurring after earlier to occur of the thirtieth following: (30tha) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result option term and (b) the expiration of the Company12-month period following Executive’s termination Date of Executive Termination. For purposes of the terms of this Section 2.1, Executive’s employment shall be deemed to have been terminated without Cause or Executive’s termination for Good Reason, all purposes of Executive’s outstanding unvested equity-based awards (includingentitlement to severance payments and continued benefits under the Separation Plan if, but after Employer has provided notice of intent not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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, renew as provided hereinin Section 1.1, Executive’s employment terminates on the last day of the Initial Employment Period or an Additional Employment Period.
Appears in 1 contract
Sources: Executive Employment Agreement (VPNet Technologies, Inc.)
Termination Without Cause or for Good Reason. (a) If this Agreement is terminated by at any time during the Company without Cause or by the Executive for Good ReasonTerm, then the Company will pay the Executive (i) Executive’s employment 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 accruedamounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but unpaidnot yet paid to, wages through Executive under this Agreement as of the termination datedate of such termination. In addition, based on 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; (ii) all accrued, but unpaid, vacation Salary through the termination date, based on 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; Salary (iiithe “Average Bonus”) all unreimbursed business expenses with respect 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 which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement termination of business expenses is submitted in accordance with the Company’s policies within ten (10) business days of the Executive’s termination date; (iv) all earned and accrued but unpaid bonuses; employment and (vy) 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) two 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current annual Base Salary, and Salary plus (B) an amount equal to the Average Bonus. The portion of the lump-sum cash payment contemplated by the preceding sentence that represents Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause Base Salary or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount multiple thereof shall be annualized and discounted from the Bonus will be three times (3x) dates that the annualized amount. Payment Base Salary would have been payable – at the time of termination during the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day relevant period following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practicespractices – 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.
(2) 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. AdditionallyExecutive 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 the expiration of the period, notwithstanding anything 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 Incentive Plan 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 any award agreementafter the date hereof, upon such NQSO shall remain exercisable until the expiration earlier of (i) the Term as a result later of 180 calendar days after the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated employment pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided the period following the termination of Executive’s employment for in the applicable award agreement regarding such units. Except as reason set forth in this Section 7.4that is set forth in the relevant stock option agreement, Section 10.2(eor (ii) the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO agreement. Vesting and Section 11, other rights with respect to future stock grants shall be governed by the Company shall have no other obligations to the Executive plans or terms under this Agreement; however, the Executive shall continue to which they may be bound by Section 10 and all other 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 provided hereingranted.
Appears in 1 contract
Sources: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. If this Agreement is terminated the Executive’s employment by the Company without is terminated (x) by the Company other than for Cause before the Expiration Date (and other than a termination due to Disability or death) or (y) by the Executive for Good ReasonReason before the Expiration Date, then subject to Section 8(e), the Company will shall pay or provide the Executive with the following:
(i) The Accrued Amounts.
(ii) A pro-rata portion of the Executive’s Bonus for the performance year in which the Executive’s termination occurs, which shall be paid at the time that annual Bonuses are paid to other senior executives, but in any event within seventy-four (74) days after the conclusion of the Fiscal Year to which such Bonus relates (determined by multiplying the amount the Executive would have received based upon actual performance had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination that the Executive is employed by the Company and the denominator of which is 365).
(iii) Payment of an aggregate amount equal to the sum of (A) two (2) times the Executive’s Base Salary at the annualized rate in effect on the Severance Date plus (B) two (2) times the Executive’s target annual Bonus amount under Section 4 and as in effect on the Severance Date, subject to tax withholding and other authorized deductions. The amount provided for in this Section 8(d)(iii) is referred to hereinafter as the “Severance Benefit” and shall be payable as set forth in Section 8(e) below.
(iv) The Company’s obligation to reimburse the Executive for premiums incurred to obtain life insurance of up to Ten Thousand Dollars ($10,000) a year pursuant to Section 6(d) shall continue for two (2) years following the Severance Date or, if earlier, until the Executive’s death or should the Executive lose or terminate such coverage.
(v) The Company shall pay or reimburse the Executive for the Executive’s premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (i) all accruedand, but unpaidif applicable, wages through the termination date, based on the Executive’s then current Base Salary; (iieligible dependents) all accrued, but unpaid, vacation through as in effect immediately prior to the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided thatSeverance Date, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of terminationelects such continued coverage; provided, however, that the Executive Company’s obligation to make any payment or reimbursement pursuant to this clause (v) shall commence with continuation coverage for the month following the month in which the Executive’s eligible dependents Severance Date occurs and shall be solely responsible for any non-monetary requirements cease with continuation coverage in the twenty fourth (24th) month following the month in which must be satisfied or actions that must be taken in order the Executive’s Severance Date occurs (or, if earlier, shall cease upon the first to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) days occur of the Executive’s termination datedeath, with the payment date determined by on which the Executive becomes eligible for coverage under the health plan of a future employer, or when the Company in its sole discretionis no longer obligated to provide COBRA coverage). In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the The Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated obligations pursuant to this Section 7.48(d)(v) are subject to compliance with all applicable law, shall occur upon vesting and subject to the Company’s payment or reimbursement obligation pursuant to this Section 7.4not resulting in unintended tax consequences or penalties for the Company, subject any applicable Company benefit plan, or the participants in any such benefit plan, in which event the Company and the Executive shall agree on an alternative arrangement that is substantially equivalent, economically, to any previous legally binding deferral election the Executive.
(vi) As to each stock option, restricted stock, restricted stock unit or contrary payment date provided for similar equity award granted to the Executive by the Company that is outstanding and otherwise unvested on the Severance Date, and notwithstanding anything contained in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, or 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 all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration Equity Plan (or earlier termination of this Agreement, as provided herein.any successor equity compensation
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is terminated by the The Company without Cause or by the Executive for Good Reason, then the Company will pay the Executive (i) all accrued, but unpaid, wages through the termination date, based on the may terminate Executive’s then current Base Salary; employment hereunder at any time during the Term for any reason other than for “cause” (iias defined above) all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which by giving Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within at least ten (10) business days of written notice, and Executive may terminate his employment at any time for “good reason” (as defined below) by giving the Company at least ten (10) days written notice. If Executive’s termination date; (iv) employment is terminated pursuant to the preceding sentence, the Company shall pay to Executive all earned salary and bonuses accrued but unpaid bonuses; up to and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to including the date of termination, all unused vacation and all unreimbursed expenses which are reimbursable pursuant to Section 4 incurred prior to such termination. As used in this Agreement, “good reason” shall be defined as (i) the material breach of this Agreement by the Company, (ii) the assignment of Executive without their consent to a lump sum payment equal to eighteen position, responsibilities or duties of a materially lesser status or degree of responsibility than their position, responsibilities, or duties as stated in this Agreement, or (18iii) times (or such lesser period that any reduction of the Executive and/or the Annual Salary without Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretionconsent. In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In in the event this Agreement is terminated by the Company of such termination without Cause cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11good reason, the Company shall have no other obligations the following duties:
(i) The Company shall pay to Executive a severance payment in an amount equal to six (6) months of the salary then payable to Executive under this Agreement; however, pursuant to Section 3(a) hereof on the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which the Executive is subject, includingdate of termination, but not limited tomore than the Salary left to be paid during the remainder of the Term (the “Severance Payment”). The Severance Payment shall be paid in approximately equal bi-weekly installments, or at such other intervals as may be established for the obligations contained Company's customary pay schedule, at the annual rate of Executive’s Salary on the date of termination;
(ii) The Company shall pay to Executive all deferred compensation, if any, owed to Executive, under any other agreement in a single lump sum payment immediately following termination. However, any amounts owed under a 401(k) or other plan qualified under the Internal Revenue Code shall be paid in accordance with the terms and provisions of such plans;
(iii) All outstanding stock options allocated to Executive which would have been vested at the end of the Term had Executive remained employed by the Company to the end of the Term, shall be immediately vested, subject to the restrictions that may apply under the law including restrictions applicable to any options granted under the Company’s 2010 Long-Term Incentive Plan; and
(iv) Executive shall no longer be subject to the covenants and agreements not to compete under Section 6 of this Agreement that survive following the expiration or earlier date of termination of under this Agreement, as provided hereinSection 5(d).
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement Executive’s employment by the Company is terminated by the Company without other than for Cause (other than a termination for Disability) or by the Executive for Good Reason, then the Company will shall pay the or provide Executive with (i) all accrued, but unpaid, wages through the termination date, based on the Executive’s then current Base SalaryAccrued Amounts; (ii) all accrued, but unpaid, vacation a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination date, based on that Executive is employed by the Company and the denominator of which is 365) of Executive’s then current Base SalaryAnnual Bonus for the performance year in which Executive’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines in good faith that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement continue his then current Base Salary as provided hereinif his employment continued for a period no less than twelve (12) months and no more than twenty-four (24) months (herein the “Severance Period”), provided that, subject to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) business days of the Executive’s termination datemitigation provisions set forth below; and (iv) subject to Executive’s continued copayment of premiums, continued participation for the Severance Period in all earned health and accrued but unpaid bonuses; welfare plans which cover Executive (and eligible dependents) upon the same terms and conditions (vexcept for the requirements of Executive’s continued employment) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to effect on the date of termination. The Company shall be the sole deciding party with respect to the duration of the Severance Period, a lump sum payment equal to eighteen and shall notify Executive within ninety (1890) times (or such lesser period that days following termination of the Executive and/or duration of the Severance Period. If at any time after the twelfth month following Executive’s eligible dependents are entitled termination while the Company is obligated hereunder to under COBRA) make such payments of Base Salary or continue such benefits, Executive receives compensation for providing services as an employee or as an independent contractor, excluding services provided on behalf of Virtual Radiologic Professionals, from any person or entity, then Executive shall immediately notify the Company of such event and the Company’s obligation to continue to make such payments to Executive shall be reduced by the gross amount of monthly employer contribution that the Company made any such payments. The Company’s obligation to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under COBRA) continue to provide medical, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; providedbenefits, however, shall cease at such time as Executive is eligible for health insurance coverage by any successor employer or person or entity, prompt notice of which Executive shall furnish to the Company. For the duration of the Severance Period, the Company shall also provide Executive with all other benefits specified elsewhere in this agreement other than this subsection 8(d) at no additional cost to Executive (beyond that which would have been paid had there been no termination) but excluding paid vacation. Stock Options awarded to Executive shall continue to vest according to their vesting schedule for only the first six months of the Severance Period; thereafter, no vesting shall occur. To the extent such coverage cannot be provided under the Company’s health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Executive, the Company shall pay Executive or an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive’s eligible dependents shall rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). All benefits provided under Section 8d(iii) may be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order paid to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.4 shall be made by the Company Employee within thirty (30) days of the Executive’s termination date, with the payment date determined once all necessary applicable releases have been signed by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal Employee and returned to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding Notwithstanding anything to the contrary herein, if Executive is a “specified employee,” as defined in the Incentive Plan or any award agreement, upon the expiration Section 409A(a)(2)(B)(i) of the Term Internal Revenue Code as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement date of any restricted stock unitstermination, any benefits due under this Section 4(d) otherwise payable within six months following termination shall be provided in one lump sum six months from the vesting date of termination. However, any payment or portion thereof which is accelerated pursuant subject to this an exemption for separation pay to specified employees as provided under Section 7.4409A and the relevant Treasury Regulations, shall occur upon vesting pursuant to this Section 7.4, or is subject to any previous legally binding deferral election or contrary other exemption provided under Section 409A and the relevant Treasury Regulations allowing for payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations to a specified employee prior to the Executive under this Agreement; howeverdate that is six (6) months after the date of separation from service, may be paid to Employee within thirty (30) days of the termination date once all applicable releases have been signed by the Executive shall continue and returned to be bound by Section 10 and all other 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 provided hereinCompany.
Appears in 1 contract
Termination Without Cause or for Good Reason. If The Company may terminate Executive’s employment hereunder without Cause at any time, by providing Executive 90 days’ prior written notice of such termination. Such notice shall specify the effective date of the termination of Executive’s employment. The Executive may terminate his employment for Good Reason by providing 90 days’ prior written notice to the Company. In the event of the termination of Executive’s employment under this Agreement is terminated by the Company Section 6(c) without Cause or by the Executive for Good Reason, then the Company will pay the Executive in each case prior to or more than 12 months following a Change-in-Control (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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) business days of the Executive’s termination date; (iv) all earned and accrued but unpaid bonuses; and (v) if the Executive is participating defined in the Company’s group medicalEquity Plan), vision and dental plan then Executive shall be entitled to:
(i) payment of the Accrued Payments outstanding to Executive to be paid within sixty (60) days of termination;
(ii) a separation allowance, payable in equal installments in accordance with normal payroll practices over a 12 month period beginning immediately prior to following 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three (3) times (3x) the sum of (Ax) Executive’s then Base Salary and (y) the Executive’s then current Base SalaryTarget Bonus;
(iii) any annual incentive bonuses earned but not yet paid for any completed full fiscal year immediately preceding the employment termination date;
(iv) if employment termination occurs prior to the end of any fiscal year, a pro rata annual incentive bonus for such fiscal year in which employment termination occurs (based on actual business days in such fiscal year prior to such employment termination, divided by total the annual business days) determined and paid based on actual performance achieved for such fiscal year against the performance goals for that fiscal year;
(Bv) the Company shall arrange for the Executive to continue to participate (through COBRA or otherwise), on substantially the same terms and conditions as in effect for the Executive (including any required contribution) immediately prior to such termination, in the medical, dental, disability and life insurance programs provided to the Executive pursuant to Section 5(a) hereof until the earlier of (i) the end of the 12 month period beginning on the effective date of the termination of Executive’s average Bonus for employment hereunder, or (ii) such time as the two (2Executive is eligible to be covered by comparable benefit(s) annual Bonus periods completed prior of a subsequent employer. The foregoing of this Section 6(c)(v) is referred to terminationas “Benefits Continuation”. In the event this Agreement is terminated by The Executive agrees to notify the Company without Cause promptly if and when he begins employment with another employer and if and when he becomes eligible to participate in any benefit or by Executive for Good Reason before Executive completes two other welfare plans, programs or arrangements of another employer;
(2vi) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s then-outstanding unvested equity-based equity awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to in any Equity Plan or the Incentive Plan), shall Retention Equity Award will vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereinfull.
Appears in 1 contract
Termination Without Cause or for Good Reason. 3.2.1 If this Agreement is terminated the Executive’s employment by the Company ceases due to a termination by the Company without Cause or a resignation by the Executive for Good ReasonReason and the Executive executes and does not revoke a general release of claims against the Company in substantially the form attached hereto as Exhibit A to the Company within 2-1/2 months after such termination of employment (a “General Release”), then then, the Company will pay to the Executive (i) all accrued, accrued but unpaid, wages unpaid Base Salary and all accrued and unused vacation days through the termination date, based on the Executive’s then current Base Salarydate of termination; (ii) all accrued, but unpaid, vacation through a cash amount equal to the termination date, based on sum of two times the Executive’s then current Base Salary; (iii) all unreimbursed business expenses a cash amount equal to two times the Executive’s Average Annual Bonus, with respect such Average Annual Bonus determined by adding the amounts payable to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with under the Company’s policies within ten 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 (10“Average Annual Bonus”); (iv) business a cash 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 the event of such termination of employment, (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 dateof employment; (ivii) all earned and accrued but unpaid bonusesof Executive’s option grants will have a post-termination exercise period extending through the earlier of (A) 36 months following the Executive’s termination of employment, or (B) their original expiration date; and (viii) if the Executive’s previously granted restricted stock units shall become vested as to the amount of additional shares the Executive is participating in would have been entitled if he had continued working for the Company’s group medicalCompany for an additional 12 month period.
3.2.2 For purposes of this Agreement, vision and dental plan immediately “Cause” means, unless the Executive fully corrects the circumstances constituting Cause (provided such circumstances are capable of correction) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided herein.:
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is terminated by the Company without Cause (which includes any non-renewal under Section 3) or by the Executive for Good Reason, then the Company will pay the Executive (i) all accrued, accrued but unpaid, unpaid wages through the termination date, based on the Executive’s then current Base Salary; (ii) all accrued, accrued but unpaid, unpaid vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed approved, but unreimbursed, business expenses with respect to which Executive is entitled to reimbursement as provided hereinexpenses, provided that, to the extent not previously submitted, that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within ten five (105) business days of the Executive’s termination date; (iv) all earned and accrued but unpaid bonuses; and (v) if any COBRA continuation coverage premiums required for the coverage of Executive is participating in and Executive’s eligible dependents under the Company’s major medical group medical, vision and dental health plan immediately prior to the date for a period of termination, a lump sum payment equal up to eighteen (18) times months (or such lesser or, if less, the period that the Executive and/or the and Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation coverage under provisions of COBRA) to provide medical), vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the and Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coveragecoverage other than the payment of COBRA premiums. Payment of the amounts listed in this Section 7.4 6(d)(i), (ii), (iii) and (iv) shall be made by the Company within thirty (30) 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 separation payment equal to three times (3x) the sum of (A) the three times (3.0x) Executive’s then current Base Salary, and (B) the three times (3.0x) Executive’s average Bonus for the two (2) annual Bonus periods completed prior to the termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x3.0x) Executive’s Bonus for the most recently recent completed annual Bonus Periodperiod, or, or if Employee Executive has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus it will be three times (3x3.0x) the annualized amountMinimum First Year Bonus. Payment of the separation payment shall begin commence on the first regular payroll payment date occurring after the thirtieth (30th) 60th day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 116(d), 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 all other 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 provided hereinExecutive.
Appears in 1 contract
Sources: Executive Employment Agreement (Education Realty Trust, Inc.)
Termination Without Cause or for Good Reason. If this Agreement is terminated by the Company without Cause or by the Executive for Good Reason, then the Company will pay the Executive (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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement employment is terminated by the Company without Cause or by Executive for Good Reason before Reason, Executive completes two shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:
(2i) annual Bonus periodsthe Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then part in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination;
(ii) Executive shall be entitled to receive severance pay in an amount equal to the sum of:
(A) Executive’s monthly base salary as in effect immediately prior to the date of termination for the twelve (12) month period following the date of termination, payable over the twelve (12) month period commencing on the date of termination in equal monthly installments, plus
(B) will be three times (3x) an amount equal to Executive’s Bonus for the most recently completed Bonus Periodyear in which the date of termination occurs prorated for the period during such year Executive was employed prior to the date of termination, payable over the twelve (12) month period commencing on the date of termination in equal monthly installments;
(iii) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if Employee has not been employed earlier, the date on which the applicable continuation period under COBRA expires), (1) reimburse Executive for a complete annual Bonus period, then such amount shall be annualized the costs associated with continuation coverage pursuant to COBRA for Executive and his or her eligible dependents who were covered under the Bonus will be three times (3x) the annualized amount. Payment Company’s health plans as of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the of Executive’s termination (provided that Executive shall be solely responsible for all matters relating to his or her continuation of coverage pursuant to COBRA, including, without limitation, his or her election of such coverage and his or her timely payment of premiums), and (2) pay for and provide Executive and such eligible dependents with life insurance benefits coverage to the extent such Executive and/or such dependents were receiving such benefits prior to the date of Executive’s termination; and
(the “Severance Delay Period”iv) and will Executive shall be paid over a period of thirtyentitled to executive-six (36) months from such date in accordance with level outplacement services at the Company’s regular payroll practicesexpense, not to exceed $15,000. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as Such services shall be provided by a result of firm selected by Executive from a list compiled by the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided herein.
Appears in 1 contract
Termination Without Cause or for Good Reason. (a) If this Agreement at any time during the Term (1) Executive's employment is terminated by the Company without for any reason other than Cause or the death or disability of Executive or (2) Executive's employment is terminated by the Executive for Good Reason, then the Company will pay the Executive Reason (as hereinafter defined):
(i) Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all accruedamounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but unpaidnot yet paid to, wages through Executive under this Agreement as of the date of such termination date, based on plus a lump sum cash payment equal to the greater of (x) (A) Executive’s 's then current Base Salary; (ii) all accrued, but unpaid, vacation Salary through the termination date, based on 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 's then current Base SalarySalary ("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 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; (iii) all unreimbursed business expenses with respect to which provided, however, if the Executive is entitled to reimbursement as provided hereinthe lump sum payment set forth in the preceding sentence, provided that, by written notice to the extent not previously submittedCompany within ten days of such termination, a request for reimbursement Executive may elect to receive his Base Salary included in the computation of business expenses is submitted such lump sum payment in accordance with the Company’s policies within ten 's regular payroll practices during the relevant period following termination, as applicable, rather than as part of such lump sum payment, in which event, such periodic payments of Base Salary shall not be discounted as provided in this sentence;
(10ii) business days 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 Executive’s termination date; 's spouse and dependents (iv) all earned and accrued but unpaid bonuses; and (vif any) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible spouse and dependents shall be solely responsible 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 any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such the COBRA continuation coverage. Payment coverage period following the expiration of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, orperiod, if Employee has not been employed for a complete annual Bonus periodany, then during which Company paid such amount shall be annualized and the Bonus will be three times expense; and
(3xiii) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything Anything to the contrary in the Incentive Plan any other existing agreement or any award agreementdocument notwithstanding, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s each outstanding unvested equity-based awards stock grant (including, but not limited to, restricted stock and restricted stock units granted other than those issued pursuant to the Incentive New Plan)) and stock option granted to Executive before, on or after the date hereof shall vest and become immediately vested and exercisable and unrestrictedon the date of such termination, without any action by and, with respect to each outstanding NQSO granted to Executive before, on or after the Board or any committee thereof. For date hereof, such NQSO shall remain exercisable until the avoidance earlier of doubt, settlement (i) the later of any restricted stock units, 180 days after the vesting termination of which is accelerated Executive's employment pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided the period following the termination of Executive's employment for in the applicable award agreement regarding such units. Except as reason set forth in this Section 7.4that is set forth in the relevant stock option agreement, Section 10.2(eor (ii) the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement. Vesting and Section 11, other rights with respect to stock grants under the Company New Plan shall have no be governed thereby and with respect to other obligations to future stock grants shall be governed by the Executive plans or terms under this Agreement; however, the Executive shall continue to which they may be bound by Section 10 and all other 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 provided hereingranted.
Appears in 1 contract
Sources: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. If this Agreement Subject to Section 18, if the Executive's employment is terminated terminated: (i) by the Company without Cause other than for Cause, death or Disability, or (ii) by the Executive for Good ReasonReason (as defined above), then the Company will pay the Executive (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 unreimbursed business expenses with respect to which Executive is shall be entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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, receive a lump sum cash payment equal to eighteen specified herein (18) times (or such lesser period the "Severance Payment"), provided that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, Executive has executed and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior delivered to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after no later than the thirtieth (30th) day following the date on which his employment terminated), and has not revoked, a general release of the Company and its affiliates in a form reasonably satisfactory to the Company in the form attached hereto as Schedule C (to be updated at the time of termination of employment to reflect the terms of this Agreement) and (B) the Executive is in compliance with the requirements of Section 4. The Severance Payment shall be paid, less applicable taxes, on the thirtieth (30th) day following the date on which the Executive's employment terminated (or such later date as may be required by Section 18). The Severance Payment shall be equal to the amount of Executive's Annual Base Salary in effect as of the date of termination of employment with the Company. Subject to the execution, delivery and nonrevocation of a general release as required herein, in addition to the Severance Payment, the Executive shall be entitled to receive a bonus for the year in which the termination of employment occurs. The amount of such bonus shall be determined and payable as if Executive continued employment for the applicable year, in accordance with Schedule A. Subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall reimburse the Executive the cost of such continuation coverage for the twelve (12) month period following the date of your termination of employment. Further, the Executive shall be entitled to all Annual Base Salary and all Benefits accrued through the date of termination (less applicable taxes), any bonus owed and not yet paid for the “Severance Delay Period”) year prior to termination of employment, any accrued but unused vacation, and will any vested and earned but unpaid awards under the Company's stock incentive plans and other stock or incentive awards as set forth in such plans or as set forth in this Agreement. Such accrued compensation shall be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally's ordinary payment practices and, notwithstanding anything in any event, on or prior to the contrary in the Incentive Plan or any award agreement, upon the expiration fifteenth (15th) day of the Term as a result third (3rd) calendar month following the end of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for calendar year in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 date of termination of this Agreement, as provided hereinoccurs.
Appears in 1 contract
Sources: Employment Agreement (Staffing 360 Solutions, Inc.)
Termination Without Cause or for Good Reason. If this Agreement is The Employment Term and the Executive’s employment hereunder may be terminated by the Company without Cause or by the Executive for Good Reason, then Reason or by the Company will pay without Cause. In the event of such termination, 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 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”), the Executive shall be entitled to receive the following:
(a) A lump sum payment, which shall be paid within 30 days following the Termination Date, equal to [SEVERANCE MULTIPLE] times the sum of the Executive’s Base Salary and Target Bonus for the year in which the Termination Date occurs.
(b) With respect to the fiscal year in which the Termination Date occurs, an amount equal to (X) the Annual Bonus paid to Executive in respect of the last calendar year for which Executive received a bonus prior to the Termination Date, multiplied by (Y) a fraction, the numerator of which is the number of days between first day of the calendar year in which the Termination Date occurs and the Termination Date and the denominator of which is 365, payable in a single payment concurrent with the payment of the amounts due under Section 5.2(a) hereof;
(c) If the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse the Executive the difference between the monthly COBRA premium paid by the Executive for himself and his dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be paid to the Executive on the tenth day 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) all accrued, but unpaid, wages through the termination date, based on eighteen-month anniversary of the Executive’s then current Base SalaryTermination Date; (ii) all accrued, but unpaid, vacation through the termination date, based on date the Executive’s then current Base SalaryExecutive is no longer eligible to receive COBRA continuation coverage; and (iii) all unreimbursed business expenses with respect the date on which the Executive becomes eligible to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement receive substantially similar coverage from another employer.
(d) The treatment of business expenses is submitted any outstanding equity awards shall be determined in accordance with the Company’s policies within ten (10) business days terms of the Executive’s termination date; (iv) all earned Equity Plan 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 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 award agreements; provided that notwithstanding the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment terms of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Equity Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided herein.agreements:
Appears in 1 contract
Sources: Employment Agreement (Workiva LLC)
Termination Without Cause or for Good Reason. If this Agreement is terminated by 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 hereunder without Cause (other than a termination by reason of death or by the Executive for Good ReasonDisability), then the Company will shall pay or provide the Executive the Amounts and Benefits and the following:
(i1) all accrued, but unpaid, wages through an amount equal to the termination date, based on the greater of (a) sum of 1.5 times Executive’s then then-current Base Salary; Salary or (iib) all accrued, but unpaid, vacation through the termination date, based on Base Salary the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to would have received had he remained employed throughout the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) business days remainder of the Executive’s termination date; (iv) all earned and accrued but unpaid bonuses; and (v) if the Executive is participating Term, which shall be payable in the Company’s group medical, vision and dental plan immediately prior to the date of termination, full in a lump sum cash 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 be 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 month immediately preceding on the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 is thirty (30) days 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 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;
(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 termination date, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Annual Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following fiscal year in which the Executive’s termination date occurs based on actual results for such year (determined by multiplying the “Severance Delay Period”) 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 will be the denominator of which is 365), paid over a period of thirty-six (36) months from such date 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 regular payroll practices. Additionally, notwithstanding anything group health insurance plans in which the Executive participated immediately prior to the contrary in the Incentive Plan or any award agreement, upon the expiration Date of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards Termination (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan“COBRA Continuation Coverage”), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations 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, (the benefits provided under this sub-section (4), the “Medical Continuation Benefits”); and
(5) any unvested portion of the Restricted Stock Award shall accelerate and become fully vested on the Date of Termination and the shares covered by the Restricted Stock Award shall be distributed to the Executive under this Agreement; however, on the Executive shall continue date that is thirty (30) days following the Date of Termination (subject to be bound by Section 10 and all other 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 provided hereinany securities law restrictions).
Appears in 1 contract
Sources: Employment Agreement (Sequential Brands Group, Inc.)
Termination Without Cause or for Good Reason. If this Agreement is terminated by prior to the expiration of the Term, Executive resigns from his employment hereunder for Good Reason or the Company terminates Executive’s employment hereunder without Cause (other than a termination by reason of death or by the Executive for Good ReasonDisability), then the Company will shall pay or provide Executive the Amounts and Benefits and the following:
(1) continued payment of Executive’s then-current Base Salary for the balance of the Term (disregarding any extensions) or a minimum of twelve (12) months following the Date of Termination, whichever is longer; provided, that if the Release is executed in one taxable year and becomes effective in another taxable year, payment shall not be made until the second taxable year;
(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 Executive on the date that is sixty (i60) all accrueddays following the Date of Termination or the date such bonus would be paid if Executive had remained an employee of the Company, but unpaidif later; provided, wages through that if the Release is executed in one taxable year and becomes effective in another taxable year, payment shall not be made until the second taxable year; and
(3) in the event such resignation or termination dateoccurs following the Company’s first fiscal quarter of any year, a pro-rata portion of Executive’s Annual Bonus for the fiscal year in which 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 calendar year by a fraction, the numerator of which is the number of days during the calendar year of termination that 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 then current Base Salaryemployment had not terminated; and
(ii4) all accrued, but unpaid, vacation through the termination date, based on the subject to Executive’s then current Base Salary; timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (iii) all unreimbursed business expenses “COBRA”), with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 health insurance plans in which Executive participated immediately prior to the date Date of terminationTermination (“COBRA Continuation Coverage”), a lump sum payment equal the Company shall pay the cost of COBRA Continuation Coverage for Executive and his eligible dependents until the earliest of (A) 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) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day months following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period Date of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereinTermination.
Appears in 1 contract
Sources: Employment Agreement (Differential Brands Group Inc.)
Termination Without Cause or for Good Reason. If this Agreement is The Employment Term and the Executive’s employment hereunder may be terminated by the Company without Cause or by the Executive for Good Reason, then Reason or by the Company will pay without Cause. In the event of such termination, the Executive (i) all accrued, but unpaid, wages through shall be entitled to receive the termination date, based on Accrued Amounts and subject to the Executive’s then current Base Salary; (ii) all accrued, but unpaid, vacation through compliance with Section 7 of this Agreement and the termination date, based on agreements referenced therein and the Executive’s then current Base Salary; execution, within 21 days following receipt, 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 (iiithe “Release”) all unreimbursed business expenses with respect (such 21-day period, the “Release Execution Period”), and the Release becoming effective according to which its terms, the Executive is shall be entitled to reimbursement as provided herein, provided that, to receive the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten following:
(10a) 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 one (181) times (or such lesser period that the Executive and/or sum of the Executive’s Base Salary plus eligible dependents are entitled to under COBRA) Target Bonus for the amount of monthly employer contribution that the Company 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 year in the month immediately preceding which the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) days of the Executive’s termination dateoccurs, with which shall be paid within Sixty (60) days following the date of the Executive’s termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment date determined by shall not be made until the Company in its sole discretion. In additionbeginning of the second taxable year;
(b) payment of any earned but as yet unpaid annual bonus for a previously completed fiscal year, paid when bonuses for such year are paid to other senior executives of the Company will pay the Executive Company;
(c) a separation payment equal to three times the product of (3xi) the sum of (A) Annual Bonus, if any, that the Executive’s then current Base Salary, and (B) the Executive’s average Bonus Executive otherwise would have earned for the two (2) annual Bonus periods completed prior to termination. In fiscal year that includes the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment date of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date had no termination occurred, 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 “Severance Delay PeriodPro Rata Bonus”) and will ). This amount shall be paid over a period on the date that annual bonuses are paid to similarly situated executives;
(d) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of thirty-six 1985 (36“COBRA”), the Company shall reimburse the Executive for the monthly COBRA premium paid by the Executive for the Executive and the Executive’s dependents. Such reimbursement shall be paid to the Executive in the standard payroll cycle 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) months the twelve (12)-month anniversary of the date of the Executive’s termination; (ii) the date 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 such date in accordance with another employer or other source. Notwithstanding the foregoing, if the Company’s regular payroll practices. Additionallymaking payments under this Section 5.2(d) would violate the nondiscrimination rules applicable to non-grandfathered, notwithstanding anything to insured group health plans under the contrary Affordable Care Act (the “ACA”), or 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(d) in a manner as is necessary to comply with the ACA.
(e) Notwithstanding the terms of the Company’s 2014 Equity Incentive Plan or any applicable award agreementagreements, upon if the expiration of Executive agrees in writing during the Term as a result of Release Execution Period that the Company’s non-competition restrictions in Section 8.2 shall continue to apply following an employment termination of Executive without Cause or Executive’s termination for Good Reason, described in this Section 5.2:
(i) all of Executive’s outstanding unvested equity-based compensation awards (includingthat do not vest based on the attainment of performance goals shall become fully vested and the restrictions thereon shall lapse; provided that, but not limited to, restricted stock and restricted stock units granted pursuant to any delays in the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board settlement or any committee thereof. For the avoidance payment of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for such awards that are set forth in the applicable award agreement regarding such units. Except and that are required under Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as set forth amended (the “Code”) shall remain in this Section 7.4effect; and
(ii) all outstanding equity-based compensation awards that vest based on the attainment of performance goals, Section 10.2(e) and Section 11, the Company shall have no other obligations to the Executive under this Agreement; howeverextent granted, shall remain outstanding and shall vest or be forfeited in accordance with the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which terms of the Executive is subjectapplicable award agreements, including, but not limited to, if the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided hereinapplicable performance goals are satisfied.
Appears in 1 contract
Sources: Executive Employment Agreement (Akari Therapeutics PLC)
Termination Without Cause or for Good Reason. If this Agreement is terminated by Executive’s employment with the Company without Cause or by the Executive for Good Reason, then the Company will pay the Executive (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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Reason, Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) entitled to receive, in addition to the Accrued Obligations and, subject to Executive’s Bonus for execution and non-revocation of a release in favor of the most recently completed Bonus PeriodCompany of any and all claims and causes of action substantially in the form provided in Exhibit C hereto (the “Release”) and continued compliance with the Restrictive Covenant Agreement, or, if Employee has not been employed the following severance payments and benefits:
(i) Continued payment of Executive’s Base Salary for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times period of twelve (3x12) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day months following the Executive’s termination date Termination Date (the “Severance Delay Period”); provided, that any such payments that otherwise would be paid prior to the date that the Release becomes effective instead will be paid within five (5) business days after such effective date, and the remaining such payments will be paid over a the remainder of the Severance Period; provided, further, that if the period during which Executive may execute and revoke the Release begins in one (1) calendar year and ends in the next calendar year, then any such payments that otherwise would be paid in such first calendar year instead will be paid during the first five business days of thirty-six such next calendar year;
(36ii) months from such The Annual Bonus with respect to the year during which the Termination Date occurs as if Executive had remained employed through the date on which the Annual Bonus is paid to similarly situated executives of the Company, with the actual bonus paid to be based on actual performance for the full performance year, determined in accordance with Section 4(b) and paid at the Company’s regular payroll practices. Additionallysame times as the Annual Bonus ordinarily would have been paid under Section 4(b);
(iii) The Prior Year Bonus, notwithstanding anything to paid at the contrary in same time as the Incentive Plan or any award agreement, upon the expiration Annual Bonus ordinarily would have been paid under Section 4(b);
(iv) Immediate vesting of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all portion of Executive’s outstanding unvested equityLong-based awards Term Incentive Award as if Executive had remained employed through the next vesting date and if the next vesting date is less than three (including3) months after the Termination Date, but not limited to, restricted stock a portion of Executive’s Long-Term Incentive Award as if Executive had remained employed through the vesting date that follows the next vesting date; and
(v) Continuation of health benefits to Executive and restricted stock units granted Executive’s eligible dependents pursuant to the Incentive PlanConsolidated Budget Reconciliation Act of 1985 (“COBRA”) and reimbursement to Executive for the cost of the portion of the premiums paid for such COBRA coverage that relate to the employer portion of health benefits coverage through the earlier of (A) the date that is twelve (12) months following the Termination Date and (B) the date that Executive elects equivalent health benefit coverage with a new employer.
(vi) Notwithstanding the foregoing provisions of this Section 5(c), if Executive materially breaches the Restrictive Covenant Agreement, Executive shall vest not be eligible for the severance payments and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth benefits described in this Section 7.45(c), Section 10.2(e) and Section 11, any and all obligations and agreements of the Company with respect to such payments and benefits shall have no other obligations to the Executive under this Agreement; howeverthereupon cease, the and, upon a determination by an appropriate court of final jurisdiction, Executive shall continue be required to be bound promptly repay any severance payments previously made by Section 10 and all other 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 provided hereinCompany.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is terminated by 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 hereunder without Cause (other than a termination by reason of death or by the Executive for Good ReasonDisability), then the Company will shall pay or provide the Executive the Amounts 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) all accrued, but unpaid, wages through the termination date, based on actual Annual Bonus for the year immediately preceding the year in which the Date of Termination occurs or (ii) 150% of Executive’s then then-current Base Salary; (ii. The amount payable pursuant to this Section 5(j)(ii)(1) all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted shall be paid in accordance with the Company’s policies within ten (10) business days of the Executive’s termination date; (iv) all earned and accrued but unpaid bonuses; and (v) if the Executive is participating full in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum cash 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 be 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 month immediately preceding on the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 is thirty (30) days 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 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;
(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 termination date, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Annual Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following fiscal year in which the Executive’s termination date occurs based on actual results for such year (determined by multiplying the “Severance Delay Period”) 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 will be the denominator of which is 365), paid over a period of thirty-six (36) months from such date 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 regular payroll practices. Additionally, notwithstanding anything group health insurance plans in which the Executive participated immediately prior to the contrary in the Incentive Plan or any award agreement, upon the expiration Date of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards Termination (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan“COBRA Continuation Coverage”), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations 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, (the benefits provided under this sub-section (4), the “Medical Continuation Benefits”);
(5) any unvested portion of the Restricted Stock Award and the RSU/PSU Award shall accelerate and become fully vested on the Date of Termination and the shares covered by the Restricted Stock Award and the RSU/PSU Award shall be distributed to the Executive under this Agreementon the date that is thirty (30) days following the Date of Termination (subject to any securities law restrictions); howeverand
(6) if such termination occurs after a Change in Control (or after the execution of a definitive agreement the consummation of which would constitute a Change in Control), any unvested PSUs shall accelerate and become fully vested on the Date of Termination and the shares covered by the PSUs shall be distributed to the Executive shall continue on the date that is thirty (30) days following the Date of Termination (subject to be bound by Section 10 and all other 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 provided hereinany securities law restrictions).
Appears in 1 contract
Sources: Employment Agreement (Sequential Brands Group, Inc.)
Termination Without Cause or for Good Reason. (a) If this Agreement at any time during the Term (1) Executive's employment is terminated by the Company without for any reason other than Cause or the death or disability of Executive or (2) Executive's employment is terminated by the Executive for Good Reason, then the Company will pay the Executive Reason (as hereinafter defined):
(i) Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all accruedamounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but unpaidnot yet paid to, wages through Executive under this Agreement as of the date of such termination date, based on plus a lump sum cash payment equal to the greater of (x) (A) Executive’s 's then current Base Salary; (ii) all accrued, but unpaid, vacation Salary through the termination date, based on 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 's then current Base SalarySalary ("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) three 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 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; (iii) all unreimbursed business expenses with respect to which provided, however, if the Executive is entitled to reimbursement as provided hereinthe lump sum payment set forth in the preceding sentence, provided that, by written notice to the extent not previously submittedCompany within ten days of such termination, a request for reimbursement Executive may elect to receive his Base Salary included in the computation of business expenses is submitted such lump sum payment in accordance with the Company’s policies within ten 's regular payroll practices during the relevant period following termination, as applicable, rather than as part of such lump sum payment, in which event, such periodic payments of Base Salary shall not be discounted as provided in this sentence;
(10ii) business days of the Executive shall be entitled to continue, for three years, to receive at Company's expense medical benefits coverage for Executive and Executive’s termination date; 's spouse and dependents (iv) all earned and accrued but unpaid bonuses; and (vif any) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible spouse and dependents shall be solely responsible 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 any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such the COBRA continuation coverage. Payment coverage period following the expiration of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, orperiod, if Employee has not been employed for a complete annual Bonus periodany, then during which Company paid such amount shall be annualized and the Bonus will be three times expense; and
(3xiii) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything Anything to the contrary in the Incentive Plan any other existing agreement or any award agreementdocument notwithstanding, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s each outstanding unvested equity-based awards stock grant (including, but not limited to, restricted stock and restricted stock units granted other than those issued pursuant to the Incentive New Plan)) and stock option granted to Executive before, on or after the date hereof shall vest and become immediately vested and exercisable and unrestrictedon the date of such termination, without any action 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 180 days following such termination or the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the Board terms of the relevant ISO Agreement. Vesting and other rights with respect to stock grants under the New Plan shall be governed thereby and with respect to other future stock grants shall be governed by the plans or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of terms under which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to they may be bound by Section 10 and all other 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 provided hereingranted.
Appears in 1 contract
Sources: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. If this Agreement is terminated by 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 hereunder without Cause (other than a termination by reason of death or by the Executive for Good ReasonDisability), then the Company will shall pay or provide the Executive the Amounts 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) all accrued, but unpaid, wages through the termination date, based on actual Annual Bonus for the year immediately preceding the year in which the Date of Termination occurs or (ii) 125% of Executive’s then then-current Base Salary; (ii. The amount payable pursuant to this Section 5(j)(ii)(1) all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted shall be paid in accordance with the Company’s policies within ten (10) business days of the Executive’s termination date; (iv) all earned and accrued but unpaid bonuses; and (v) if the Executive is participating full in the Company’s group medical, vision and dental plan immediately prior to the date of termination, a lump sum cash 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 be 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 month immediately preceding on the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 is thirty (30) days following the Date of Termination;
(2) any Annual Bonus earned but unpaid for a year ending prior to the Date of Termination (the “Prior Year Bonus”), which shall be payable in full in a lump sum cash payment to be made to the 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;
(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 termination date, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Annual Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following fiscal year in which the Executive’s termination date occurs based on actual results for such year (determined by multiplying the “Severance Delay Period”) 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 will be the denominator of which is 365), paid over a period of thirty-six (36) months from such date 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 regular payroll practices. Additionally, notwithstanding anything group health insurance plans in which the Executive participated immediately prior to the contrary in the Incentive Plan or any award agreement, upon the expiration Date of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards Termination (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan“COBRA Continuation Coverage”), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no 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, (the benefits provided under this sub-section (4), the “Medical Continuation Benefits”); and
(5) any unvested RSUs/PSUs or other obligations equity awarded to Executive shall accelerate and become fully vested on the Date of Termination and the RSU/PSU shares (or other equity) shall be distributed to the Executive under this Agreement; however, on the Executive shall continue date that is thirty (30) days following the Date of Termination (subject to be bound by Section 10 and all other 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 provided hereinany securities law restrictions).
Appears in 1 contract
Sources: Employment Agreement (Sequential Brands Group, Inc.)
Termination Without Cause or for Good Reason. If this Agreement The Employer has the right to terminate Employee’s employment without Cause, and the Employee may terminate his employment with the Employer for Good Reason (as defined below), at any time. In the event that Employee’s employment is terminated by the Company without Cause (other than by reason of his death or Disability (as defined below)), or by the Executive Employee for Good Reason, then the Company will Employer shall:
A. pay to Employee the Executive Base Salary and Board Stipend earned, and any accrued and unpaid Annual Performance Bonus, through the date of termination (pro-rated for any partial year);
B. reimburse Employee for any expenses pursuant to Section 6;
C. if such termination is prior to the fourth (4th) anniversary of the Commencement Date: (i) all accruedpay to Employee the Base Salary for the remainder of the Term in a lump sum within fifteen (15) days following termination, but unpaidplus continued payment of the Base Salary for an additional twelve (12) months following termination if such termination is within one year of Term’s expiration, 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the CompanyEmployer’s policies within ten normal payroll practices for its executives and key management personnel (10) business days of the Executive’s as if such termination date; (iv) all earned and accrued but unpaid bonuseshad not occurred); and (vii) if pay Employee the Executive is participating Annual Performance Bonus at target (100%) for the remainder of the Term 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 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 month immediately preceding the date of terminationsum; provided, however, that such payments are expressly conditioned upon the Executive or execution and delivery of the Executive’s eligible dependents Release (defined below) and the timing of such payments shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order subject to obtain Sections 19G and H below;
D. if such COBRA continuation coverage. Payment termination is after the fourth (4th) anniversary of the amounts listed Commencement Date, pay to Employee the Base Salary for the remainder of the Term in this Section 7.4 shall be made by the Company a lump sum within thirty fifteen (3015) days following termination, plus continued payment 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 separation payment equal to three times Base Salary for an additional twelve (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (3612) months from following termination if such date termination is within one year of Term’s expiration, in accordance with the CompanyEmployer’s regular normal payroll practices. Additionallypractices for its executives and key management personnel (as if such termination had not occurred); provided, notwithstanding anything however, that such payments are expressly conditioned upon the execution and delivery of the Release and the timing of such payments shall be subject to Sections 19G and H below;
E. continue providing Employee’s (and Employee’s family members’, as applicable) then-current health insurance at the contrary Employer’s sole expense for the period described in the Incentive Plan or any award agreementpreceding Section 10.C ; and
F. All unvested Stock, upon option and other equity awards held by the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), Employee shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereinautomatically fully vested.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is terminated by 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 hereunder without Cause (other than a termination by reason of death or by the Executive for Good ReasonDisability), then the Company will shall pay or provide the Executive the Amounts and Benefits and the following:
(i1) all accruedan amount equal to the Base Salary the Executive would have received had he remained employed throughout the remainder of the Term, but unpaid, wages through in no case shall the termination date, based on amount be less than the Executive’s then current equivalent of six (6) months of Base Salary; (ii) all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect which shall be payable in ratable installments pursuant to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) business days standard payroll procedures for the balance of the Executive’s termination date; Term;
(iv2) all any Annual Bonus earned and accrued but unpaid bonuses; and for a prior year (v) if the Executive is participating “Prior Year Bonus”), which shall be payable in the Company’s group medical, vision and dental plan immediately prior to the date of termination, full in a lump sum cash 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 be 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 month immediately preceding on the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 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;
(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 termination date, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Annual Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following fiscal year in which the Executive’s termination date occurs based on actual results for such year (determined by multiplying the “Severance Delay Period”) 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 will be the denominator of which is 365), paid over a period of thirty-six (36) months from such date 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 regular payroll practices. Additionally, notwithstanding anything group health insurance plans in which the Executive participated immediately prior to the contrary in Date of Termination (“COBRA Continuation Coverage”), the Incentive Plan Company shall pay the full 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 award agreementCOBRA-like benefits provided under applicable state law) and (b) eighteen (18) months following the Date of Termination, upon (the expiration benefits provided under this sub-section (4), the “Medical Continuation Benefits”); and
(5) any unvested portion of the Term as a result PSUs and the RSUs shall accelerate and become fully vested on the Date of Termination and the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock shares covered by the RSUs and restricted stock units granted pursuant PSUs shall be distributed to the Incentive PlanExecutive on the date that is thirty (30) days following the Date of Termination (subject to any securities law restrictions), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement in the event of any restricted stock units, the vesting of which is accelerated pursuant to inconsistency between this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in Agreement and the applicable award agreement regarding such units. Except as set forth in this Section 7.4Award Agreement, Section 10.2(e) and Section 11, 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 all other 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 provided hereinshall govern.
Appears in 1 contract
Sources: Employment Agreement (Sequential Brands Group, Inc.)
Termination Without Cause or for Good Reason. If this Agreement If, during the period commencing on the Effective Date and ending on (but including) the one-year anniversary of a Change in Control, (i) the Executive’s employment is terminated by the Company without Cause (as defined below), or by (ii) the Executive resigns employment for Good ReasonReason (as defined below) (each, a “Qualifying Termination”), then the subject to Section 3 and Section 4 below:
(a) The Company will pay the Executive (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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) days of the Executive’s termination datedate of the Qualifying Termination (or on such earlier date as is required by applicable law), with (i) any accrued but unpaid base salary amounts, (ii) any accrued but unused vacation pay, and (iii) any unreimbursed business expenses incurred prior to the payment date determined by of the Company in its sole discretionQualifying Termination. In addition, the Company will pay to the Executive a separation payment equal any earned but unpaid annual performance award for the prior fiscal year at the time such annual performance awards are payable to three times employees of the Company generally, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Qualifying Termination occurs.
(3xb) the sum of (A) The Company will continue to pay to the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in equal installments in accordance with the Company’s regular normal payroll practices. Additionally, notwithstanding anything an amount equal to the contrary Executive’s “Annual Rate of Base Salary” (as defined below), for the duration of the Severance Period (as defined below) (the “Salary Continuation Payments”). “Annual Rate of Base Salary” shall mean 31605/1 53818432 the Executive’s annual base salary rate in effect immediately prior to the Qualifying Termination or, in the Incentive Plan or any award agreement, upon the expiration event of the Term a resignation for Good Reason as a result of a material diminution in the Company’s termination of Executive without Cause or Executive’s termination annual base salary rate, the Executive’s annual base salary rate in effect immediately prior to the reduction that gave rise to the grounds for Good Reason. The Salary Continuation Payments shall commence with the first payroll date following the effectiveness of the Release required by Section 4 hereof, with the first payment to include the amount of all Salary Continuation Payments that would have been paid from the date of Executive’s outstanding unvested equity-based awards (includingthe Qualifying Termination had they commenced as of such date; provided, however, in the event the period to consider and, if applicable, revoke the Release plus the first regular payroll date thereafter spans two calendar years, the first such payment shall be made on the later of the first regular payroll date of such second calendar year or the first payroll date following the effectiveness of the Release, but not limited to, restricted stock and restricted stock units granted pursuant to in no event later than March 15 of the Incentive Plan), shall vest and become calendar year immediately exercisable and unrestricted, without any action by following the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for calendar year in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereinQualifying Termination occurs.
Appears in 1 contract
Sources: Executive Severance Agreement (Altair Engineering Inc.)
Termination Without Cause or for Good Reason. If this Agreement is terminated by the Company without Cause or by the Executive for Good Reason, then the Company will pay the Executive (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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement 's employment is terminated by the Company without Cause or by Executive for Good Reason before Reason, Executive completes two (2) annual Bonus periods, then part (B) will be three times entitled to: payment of all accrued and unpaid Annual Salary and accrued but unused vacation days through the date of such termination; payment of any Annual Bonus payable with respect to a fiscal year of the Company ending prior to such termination; continuation of health care coverage for Executive (3xand, to the extent covered immediately prior to the date of the termination, his spouse and dependents), at the same cost charged to Executive for such coverage immediately prior to Executive's termination, until the earlier of (i) the end of the Severance Period, or (ii) Executive’s 's eligibility for coverage under another employer's group health plan; payment for reasonable executive outplacement services; payment of monthly severance payments for the duration of the Severance Period in an amount equal to (i) one-twelfth of his Annual Salary as of the date of such termination, plus (ii) one-twelfth the Average Annual Bonus, plus (iii) the monthly car allowance specified in Exhibit A; payment of a pro-rata Annual Bonus for the most recently completed fiscal year of termination, which bonus will be determined by multiplying the Annual Bonus Periodopportunity for that fiscal year times (i) the formula set forth in Section 4.1 (b)(iii)(A) by annualizing the Company's earnings through the date of termination, ortimes (ii) a fraction, if Employee has not been employed for a complete annual Bonus periodthe numerator of which will be the number of days elapsed in the fiscal year preceding Executive's termination, then such amount shall be annualized and the denominator of which will be 365. Such pro-rata Annual Bonus will be three times paid within thirty (3x30) days following Executive's termination; accelerated vesting of equity and equity-based incentives and Non-Qualified Plan benefits by crediting Executive, as of the termination date, with additional service credit for purposes of vesting under each equity and equity-based incentive held by Executive immediately prior to his termination and under each Non-Qualified Plan for a period equal to the greater of (i) the annualized amount. Payment time remaining until the Expiration Date, or (ii) the remainder of the separation payment shall begin on fiscal year in which such termination occurs; and with respect to any options then held by Executive to purchase capital stock of the first regular payroll payment date occurring after Company, extension of the thirtieth (30th) day post-termination exercise period of such options to 90 days following the Executive’s termination date (end of the “Severance Delay Period”) and . The severance benefits described in this Section 6.1 will be paid over a period in lieu of thirty-six (36) months from such date and not in accordance with addition to any other severance arrangement maintained by the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided herein.
Appears in 1 contract
Sources: Employment Agreement (Oao Technology Solutions Inc)
Termination Without Cause or for Good Reason. If If, before the date that is twelve (12) months prior to expiration of the then current term of this Agreement Agreement, Executive’s employment is terminated by the Company without Cause Corporation or by the Bank other than for Death, Disability or Cause, or Executive terminates his employment for Good Reason, then Corporation or Bank shall pay Executive within thirty (30) days after such termination an amount equal to his Annual Direct Salary. If, on or after the Company will pay date that is twelve (12) months prior to expiration of the then current term of this Agreement, Executive (i) all accrued, but unpaid, wages through the termination date, based on the has provided notice of Executive’s desire to negotiate an extension of Executive’s employment beyond the end of the 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted term in accordance with the Companyrequirements of Section 1 hereof, and Executive’s policies within ten (10) business days employment terminates pursuant to notice given by Corporation and Bank under Section 1 that Executive’s employment will not be continued beyond the then current term, then Corporation or Bank shall continue to pay Executive for his ongoing work, pursuant to Corporation’s or Bank’s normal payroll schedule, Executive’s Annual Direct Salary through the expiration date of the then current term plus an additional amount within thirty (30) days after such expiration date equal to one-half 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 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 month immediately preceding the date of terminationAnnual Direct Salary; provided, however, that Corporation and Bank will have no obligation for any of such payments should Executive terminate his employment pursuant to Section 12(d)(i) hereof prior to the Executive expiration of the then current term except for Annual Direct Salary earned up to the date of such termination. If, on or after the date that is twelve (12) months prior to expiration of the then current term of this Agreement, Executive’s eligible dependents employment is terminated by Corporation or Bank other than for Death, Disability or Cause or Executive terminates his employment for Good Reason, then Corporation or Bank shall be solely responsible for any non-monetary 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 pay Executive, within thirty (30) days after such termination, an amount equal to one-half Executive’s Annual Direct Salary. The obligations of Corporation and Bank pursuant to this Section 13(b) in the event Executive terminates his employment for Good Reason shall be contingent upon receipt of thirty (30) days notice from Executive of 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination employment for Good Reason, and Executive’s best efforts during that thirty (30) day period to assist in the transition to Executive’s successor, including training of such successor if chosen. Notwithstanding anything in this Section 13(b) to the contrary, Corporation or Bank shall not be liable for any payment that would otherwise become due hereunder on or after the date Executive commences other employment. Except as specifically provided in this Section 13(b), or as provided in Section 12(b) or Section 14 hereof, or as otherwise required by law, all benefits provided Executive under this Agreement shall terminate effective the date of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereinemployment.
Appears in 1 contract
Sources: Executive Employment Agreement (Fidelity D & D Bancorp Inc)
Termination Without Cause or for Good Reason. If this Agreement is terminated the Executive’s employment by the Company without Cause is terminated (x) by the Company other than for Cause, or (y) by the Executive for Good Reason, then the Company will shall pay or provide the Executive with the following:
(i) the Accrued Benefits;
(ii) a pro rata portion of the Executive’s Annual Bonus for the fiscal year in which the date of termination occurs, based on final, audited actual results for such fiscal year, and pro-rated based on the number of days the Executive was employed during such fiscal year, with any earned amounts to be payable at the same time that any Annual Bonus for such fiscal year would have been paid pursuant to Section 4(a);
(iii) subject to the Executive’s continued compliance with the obligations in Sections 8, 9 and 10 hereof, the Company shall continue to pay the Executive (i) all accrued, but unpaid, wages through the Base Salary at the rate being paid at the termination date, based on for the Executive’s then current Base Salary; earlier of twelve (ii12) all accrued, but unpaid, vacation through months or until the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 executive secures other employment equal to eighteen or greater than his Base Salary at such time (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 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“Severance Period”), vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that in the event that Executive obtains other employment which pays the Executive or a base salary less than the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment of Base Salary on the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) days of the Executive’s termination date, then the payments under this clause (iii) shall immediately become subject to offset by the amount of the base salary and guaranteed compensation, if any, from such other employment; and
(iv) if the Executive makes a timely election of continued health benefit coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will continue to pay the employer portion of the associated monthly premiums during the Severance Period, with Executive responsible to pay the payment date determined associated employee portion of the monthly premium as directed by the Company in its sole discretionorder to be covered by COBRA. In addition, Effective the first day of the month following the last date of the Company COBRA subsidy period, Executive will become responsible to pay 100% of the Executive a separation payment equal COBRA premium to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus continue healthcare insurance for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment remainder of the separation payment shall begin on applicable COBRA period. Notwithstanding the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11foregoing, the Company shall have no other obligations not be obligated to provide the continuation coverage contemplated by this Section 7(d)(iv) if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the Executive extent applicable). Notwithstanding the foregoing, to the extent that the payment of any amount under this Agreement; howeverSection 7 constitutes “nonqualified deferred compensation” for purposes of “Code Section 409A” (as defined in Section 21 hereof), any such payment scheduled to occur during the Executive first sixty (60) days following such termination shall continue not be paid until the sixtieth (60th) day following such termination and shall include payment of any amount that was otherwise scheduled to be bound by paid prior thereto; and Payments and benefits provided in this Section 10 and all other post-7(d) shall be in lieu of any termination obligations to or severance payments or benefits for which the Executive is subjectmay be eligible under any of the plans, including, but not limited to, policies or programs of the obligations contained in this Agreement that survive Company or under the expiration Worker Adjustment Retraining Notification Act of 1988 or earlier termination of this Agreement, as provided hereinany similar state statute or regulation.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement Executive’s employment is terminated by the Company without Cause or by the Executive terminates his employment for Good Reason, then Executive shall be entitled to receive from the Company will pay the Executive (i) all accrued, but unpaid, wages Accrued Amounts through the termination date, based on the Executive’s then current Base Salary; Date of Termination and a Prorata Bonus (ii) all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted defined in accordance with the Company’s policies Section 9(a). Such Accrued Amounts shall be paid within ten (10) business days after the Date of Termination. Any Prorata Bonus shall be payable in the Executive’s termination date; manner set forth in Section 9(a). Contingent upon Executive delivering to the Company a release in the form attached hereto as Exhibit C within 45 days after the Date of Termination, and the release becoming effective and irrevocable in accordance with its terms, Executive shall be entitled to the following:
(ivi) all earned and accrued but unpaid bonuses; and (v) if the Provided that Executive is participating not, at the time of payment, employed by a competitor or otherwise in breach of this Agreement, the Company shall pay Executive an amount equal to Executive's then-applicable full annual Base Salary (the "Severance Benefit"). The Severance Benefit shall be paid in a single lump sum during the first payroll cycle immediately following the date that the release becomes effective and irrevocable in accordance with its terms, but in no event later than sixty (60) days after the Date of Termination.
(ii) Executive shall be entitled to his COBRA rights under the Company’s group medicalhealth plans. Company shall reimburse Executive for any premium for COBRA health, dental, and vision and dental plan immediately prior coverage paid by Executive (including coverage for Executive’s family) for a period of one (1) year after the Date of Termination.
(iii) Company shall reimburse Executive for any lease termination expenses up to a maximum amount of $30,000.00, within ten (10) days after the date Executive submits such expenses to the date of termination, a lump sum payment equal Company; provided that Executive shall be required to eighteen (18) times (or submit such lesser period that the Executive and/or the Executive’s eligible dependents are entitled expenses to under COBRA) the amount of monthly employer contribution that the Company 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 reimbursement within thirty (30) days after the Date of the Executive’s termination date, with the payment date determined by the Company Termination in its sole discretionorder to be entitled to reimbursement for same. In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event No amounts paid under this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) Section 9 will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months reduced by any earnings that Executive may receive from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereinsource.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is terminated by the Company without Cause or Executive’s employment ceases due to a resignation by the Executive for Good Reason, then Reason or a termination by the Company will pay without Cause, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with the Restrictive Covenant 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 sixty (60) days following the Termination Date (such sixty-day period, the “Release Execution Period”), the Executive shall be entitled to receive the following:
(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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 two (182) times (or such lesser period that the Executive and/or sum of the Executive’s eligible dependents are entitled to under COBRA) Base Salary and Target Bonus for the amount of monthly employer contribution that year in which the Company 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 medicalTermination Date occurs, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents which shall be solely responsible for any non-monetary 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 paid within thirty (30) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the Executive’s termination datesecond taxable year;
(ii) [a lump sum payment equal to the Special Bonus, with to the extent unpaid as of the Termination Date;]
(iii) a payment date determined equal to the product of (i) the Annual Bonus, if any, that the Executive would have earned for the calendar year in which the Termination Date 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 its sole discretionsuch year (the “Pro-Rata Bonus’). In additionThis 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 calendar year in which the Termination Date occurs; and
(iv) if the Executive timely and properly elects continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA"), the Company will pay shall reimburse the Executive a separation payment equal for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to three times the Executive on the fifteenth (3x15th) of the sum of 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: (A) the Executive’s then current Base Salary, and eighteen-month anniversary of the Termination Date; (B) the Executive’s average Bonus for date the two Executive is no longer eligible to receive COBRA continuation coverage; and (2C) annual Bonus periods completed prior the date on which the Executive becomes eligible to terminationreceive substantially similar coverage from another employer. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount The treatment of any outstanding equity awards shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date determined in accordance with the Company’s regular payroll practicesterms of the GRIID Infrastructure Inc. 2023 Omnibus Incentive Compensation Plan (the “Plan”) and the applicable award agreements. Additionally, notwithstanding anything to Notwithstanding the contrary in terms of the Incentive Plan or any applicable award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, agreements: (A) all of Executive’s outstanding unvested stock options granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term; (B) all outstanding equity-based compensation awards other than stock options that are not intended to qualify as performance-based compensation under Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan“Code”), shall vest become fully vested and become immediately exercisable and unrestrictedthe restrictions thereon shall lapse; provided that, without any action by delays in the Board settlement or any committee thereof. For the avoidance payment of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for such awards that are set forth in the applicable award agreement regarding such units. Except as set forth and that are required under Section 409A of the Code (“Section 409A”) shall remain in this effect; and (C) all outstanding equity-based compensation awards other than stock options that are intended to constitute performance-based compensation under Section 7.4162(m)(4)(C) of the Code shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, Section 10.2(e) and Section 11, if 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 all other 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 provided hereinapplicable performance goals are satisfied.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement the Executive’s employment by the Company is terminated by the Company without Cause (and not due to Disability or death) or by the Executive for Good Reason, then the Company will shall pay or provide the Executive (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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) business days Accrued Amounts and subject to compliance with Section 12, the Company shall:
i. provide continued payment of the Executive’s Base Salary as in effect immediately preceding the last day of the Employment Term (ignoring any decrease in Base Salary that forms the basis for Good Reason), for a period of nine months following the termination date; (iv) all earned and accrued but unpaid bonuses; and (v) if the Executive is participating in date on 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 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 month immediately preceding the date of terminationregular payroll dates; provided, however, that any payments otherwise scheduled to be made prior to the effective date of the General Release (namely, the date it can no longer be revoked) shall accrue and be paid in the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date; and
ii. if the Executive or timely elects continued coverage under COBRA for himself and her covered dependents under the ExecutiveCompany’s eligible dependents group health plans following such termination, then the Company shall be solely responsible for any non-monetary requirements which must be satisfied or actions pay that must be taken in order to obtain such COBRA continuation coverage. Payment portion of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed COBRA premiums that it was paying prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date in order to continue the Executive’s and her covered dependents’ health insurance coverage in effect for himself (and her covered dependents) on the termination date until the earliest of: (i) nine (9) months following the termination date; (ii) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “Severance Delay COBRA Payment Period”) and will be paid over ). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a period violation of thirty-six applicable law (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything including but not limited to the contrary 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Incentive Plan or any award agreementCompany shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, upon a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums and without regard to the expiration of the Term as a result COBRA period prior to the end of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereofCOBRA Payment Period. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained Nothing in this Agreement that survive shall deprive the expiration Executive of her rights under COBRA or earlier termination of this Agreement, as provided hereinERISA for benefits under plans and policies arising under her employment by the Company.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is terminated by during the Employment Term, the Company terminates Executive’s employment without Cause or by Executive terminates his employment with the Executive Company for Good Reason, then the Company, provided that Executive executes and timely provides a release and covenant not to ▇▇▇ in a form reasonably satisfactory to the Company will (in the form attached hereto as Exhibit A), shall pay to Executive the Executive (i) all accrued, but unpaid, wages through the termination date, based on the following:
A. An amount equal to Executive’s then current Annual Base Salary; (ii) all accrued, but unpaid, vacation Salary earned through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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, termination of employment with the Company and a lump sum payment for any accrued and earned, but unused, vacation shall be paid to Executive on or before the next regularly scheduled pay-date after the effective date of the termination.
▇. ▇▇▇▇▇▇▇▇▇ payments equal to, in the aggregate, two (2) years of Executive’s Annual Base Salary then in effect (reduced by any required withholding) in twenty-four (24) equal installments on the first pay day of each month following Executive’s termination (each such date being referred to eighteen (18) times (or herein as a “Severance Pay Date”), beginning on the first pay day of each month following the month in which such lesser period termination occurs. If Executive is eligible to receive severance payments under this Section 3(d)(ii), then such severance payments shall continue to be paid to Executive regardless of the fact that the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount Agreement terminates following commencement of monthly employer contribution that the Company 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 month immediately preceding the date of terminationsuch payments; provided, however, that in the Executive or the event of Executive’s death prior to the receipt of all payments, any remaining payments shall be made to Executive’s estate. Each payment made on a Severance Pay Date shall be treated as a separate payment for purposes of Section 409A of the Code.
C. If, on the date of termination, the Company sponsors a medical plan for the benefit of the eligible dependents employees and if Executive is eligible for and elects continuation coverage under such medical plan, then the Company agrees to pay the same portion of Executive’s individual premiums for such coverage as the portion of said premiums that the Company paid for Executive immediately prior to his termination of employment, until the earlier of: (i) the last day of the twenty-fourth (24th) month following Executive’s termination of employment or (ii) the date Executive’s coverage under the Company’s United States medical plan terminates for any reason. Thereafter, if Executive is eligible and wishes to continue his continuation coverage and the maximum applicable continuation coverage period has not expired, Executive may continue such coverage, provided, however, Executive shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain payment of the entire premium for such COBRA continuation coverage. Payment All benefits (other than those with respect to which continuation is required by law) under this Section 3(d)(ii)C. shall cease no later than the death of Executive. To the extent any benefits provided under this Section 3(d)(ii)C. are otherwise taxable to Executive, such benefits shall, for purposes of Section 409A of the amounts listed Code, be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise except from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.
D. The payments provided in this Section 7.4 3(d)(ii) shall be made by represent the Company within thirty (30) days sole remedy for any claim Executive may have arising out 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided herein.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is terminated by If, during the Company without Employment Period, the Employer shall Terminate Executive’s employment Without Cause or by the Executive shall Terminate Executive’s employment for Good Reason, then the Company will pay the Executive in consideration of Executive’s services rendered prior to such Termination;
(i) all accrued, but unpaid, wages the Employer shall pay to Executive a lump sum in cash on the 30th day after the Date of Termination equal to the aggregate of the following amounts:
A. the sum of (1) Executive’s Base Salary 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, Date of Termination to the extent not previously submittedtheretofore paid, a request for reimbursement of business expenses is submitted and (2) any accrued vacation, sick and other leave pay, in accordance with each case to the Company’s policies within ten extent not theretofore paid (10) business days the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations”); and
B. an amount equal to the remainder of Executive’s termination date; Base Salary that would have been paid to Executive during the Employment Period but for such Termination;
(iv) all earned and accrued but unpaid bonuses; and (vii) if the Executive is participating in the Company’s group medical, vision eligible for 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 made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, 29 U.S.C. §§ 1161 et seq. (“COBRA”), the Employer shall reimburse Executive monthly for the monthly COBRA premium paid by Executive for Executive and Executive’s dependents for one (1) year following the Date of Termination (the “COBRA Reimbursement”). If the terms of the applicable plan documents do not allow the Employer to continue to provide medicalCOBRA coverage to Executive and Executive’s dependents beyond the expiration of the statutorily proscribed COBRA period, vision and dental insurance the Employer shall make monthly cash payments to Executive in an amount equal to the monthly COBRA premium for coverage for Executive and his Executive’s dependents in for the month immediately preceding the date duration of terminationsuch one (1) year period; provided, however, that the Employer’s obligations under this item (ii) shall terminate on the date on which Executive or enrolls in a group health plan offered by another employer that provides substantially similar coverage; and
(iii) To the extent permissible under the applicable Welfare Benefit Plans, for the number of days remaining in the Employment Period following the date of Termination, the Employer shall pay to Executive monthly an amount equal to the premiums necessary to provide benefits (other than medical and dental benefits covered by the reimbursement provided in Section 8(c)(ii)) necessary to provide benefits to Executive and/or Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment family at least equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior those which would have been provided to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date them in accordance with the CompanyWelfare Benefit Plans if Executive’s regular payroll practicesemployment had not been Terminated; provided, however, that if Executive becomes employed with another employer and is eligible to receive substantially the same benefits under the other employer’s plans as Executive would receive under the Welfare Benefit Plans under this item (iii), the Employer’s obligation to provide such benefits shall terminate on the date Executive enrolls in a plan or plans provided substantially similar coverages. Additionally, notwithstanding anything to For purposes of determining eligibility and years-of-service credit (but not the contrary in the Incentive Plan or any award agreement, upon the expiration time of the Term as a result commencement of the Company’s termination benefits) of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted retiree benefits pursuant to the Incentive Plan)such Welfare Benefit Plans, shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue be considered to be bound by Section 10 have remained employed through the Employment Period and all other post-termination obligations to which have retired on the Executive is subject, including, but not limited to, the obligations contained in this Agreement that survive the expiration or earlier termination last day of this Agreement, as provided hereinsuch period.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is terminated by 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 hereunder without Cause (other than a termination by reason of death or by the Executive for Good ReasonDisability), then the Company will shall pay or provide the Executive the Amounts and Benefits and the following:
(i1) 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, an amount equal to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with Base Salary the Company’s policies within ten (10) business days Executive would have received had he remained employed throughout the remainder of the Executive’s termination date; (iv) all earned and accrued but unpaid bonuses; and (v) if the Executive is participating Term, which shall be payable in the Company’s group medical, vision and dental plan immediately prior to the date of termination, full in a lump sum cash 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 be 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 month immediately preceding on the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 is thirty (30) days 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 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;
(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 termination date, with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Annual Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following fiscal year in which the Executive’s termination date occurs based on actual results for such year (determined by multiplying the “Severance Delay Period”) 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 will be the denominator of which is 365), paid over a period of thirty-six (36) months from such date 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 regular payroll practices. Additionally, notwithstanding anything group health insurance plans in which the Executive participated immediately prior to the contrary in the Incentive Plan or any award agreement, upon the expiration Date of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards Termination (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan“COBRA Continuation Coverage”), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations 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, (the benefits provided under this sub-section (4), the “Medical Continuation Benefits”); and
(5) any unvested portion of the Restricted Stock shall accelerate and become fully vested on the Date of Termination and the shares covered by the Restricted Stock Award shall be distributed to the Executive under this Agreement; however, on the Executive shall continue date that is thirty (30) days following the Date of Termination (subject to be bound by Section 10 and all other 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 provided hereinany securities law restrictions).
Appears in 1 contract
Sources: Employment Agreement (Sequential Brands Group, Inc.)
Termination Without Cause or for Good Reason. If this Agreement is terminated by If, during the Company without Employment Period, the Employer shall Terminate Executive’s employment Without Cause or by the Executive shall Terminate Executive’s employment for Good Reason, then the Company will pay the Executive in consideration of Executive’s services rendered prior to such Termination;
(i) all accrued, but unpaid, wages the Employer shall pay to Executive a lump sum in cash on the 30th day after the Date of Termination equal to the aggregate of the following amounts:
A. the sum of (1) Executive’s Base Salary 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, Date of Termination to the extent not previously submittedtheretofore paid, a request for reimbursement of business expenses is submitted and (2) any accrued vacation, sick and other leave pay, in accordance with each case to the Company’s policies within ten extent not theretofore paid (10) business days the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations”); and
B. the amount equal to the product of (1) the number of days that would have remained in the Employment Period from and after the Date of Termination had the Termination not occurred (the “Remaining Employment Period”), and (2) Executive’s termination dateBase Salary divided by 365; and
C. the product of (iv1) all earned and accrued but unpaid bonuses; the cash bonuses paid or payable to Executive for the last completed fiscal year, whether paid to Executive under Section 6 above or otherwise paid to Executive, and (v2) 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 (“Prorated Bonus”); and
(ii) if the Executive is participating in the Company’s group medical, vision eligible for 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 made to an issuer (or as otherwise determined on an actuarial basis based upon the applicable monthly premium for timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, 29 U.S.C. §§ 1161 et seq. (“COBRA) ”), the Employer shall reimburse the Executive monthly for the monthly COBRA premium paid by Executive for himself and his dependents for a period of 18 months after the Termination Date (the “COBRA Reimbursement”). If the terms of the applicable plan documents do not allow the Employer to continue to provide medical, vision and dental insurance COBRA coverage to the Executive and his dependents beyond the expiration of the statutorily-proscribed COBRA period, the Employer shall make monthly cash payments to Executive in an amount equal to the monthly COBRA premium for coverage for Executive and his dependents for the duration of the 18 month immediately preceding the date of terminationperiod; provided, however, that the Employer’s obligations under this subsection shall terminate on the date on which Executive or enrolls in a group health plan offered by another employer that provides substantially similar coverage; and
(iii) for the Remaining Employment Period, the Employer shall pay to Executive monthly an amount equal to the premiums necessary to provide benefits (other than medical and dental benefits covered by the COBRA Reimbursement in Section 8(a)(ii)) to Executive and/or Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment family at least equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior those which would have been provided to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date them in accordance with the CompanyWelfare Benefit Plans if Executive’s regular payroll practicesemployment had not been Terminated; provided, however, that if Executive becomes employed with another employer and is eligible to receive substantially the same benefits under the welfare benefit plans of the successor employer as those Executive is receiving payment for under this item (iii), the Employer’s obligation to provide the payments under this item (iii) shall terminate on the date Executive enrolls in such benefits providing substantially similar coverage. AdditionallyFor purposes of determining eligibility and years-of-service credit (but not the time of commencement of benefits) of Executive for retiree benefits pursuant to such Welfare Benefit Plans, notwithstanding anything to the contrary in extent permitted by the Incentive Plan or any award agreement, upon the expiration terms of the Term as a result Welfare Benefit Plans, Executive shall be considered to have remained employed throughout the Remaining Employment Period and to have retired on the last day of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards such period; and
(including, but not limited to, restricted stock and restricted stock units granted pursuant iv) to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board extent not theretofore paid or any committee thereof. For the avoidance of doubt, settlement of any restricted stock unitsprovided, the vesting of which is accelerated pursuant Employer shall timely pay or provide to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to Executive any previous legally binding deferral election other amounts or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue benefits required to be bound by Section 10 and all other post-termination obligations to paid or provided herein or 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 provided hereineligible to receive under any Welfare Benefit Plan.
Appears in 1 contract
Sources: Employment and Change of Control Agreement (Newbridge Bancorp)
Termination Without Cause or for Good Reason. If this Agreement If, during the period commencing on the Effective Date and ending on (but including) the one-year anniversary of a Change in Control, (i) the Executive’s employment is terminated by the Company without Cause (as defined below), or by (ii) the Executive resigns employment for Good ReasonReason (as defined below) (each, a “Qualifying Termination”), then the subject to Section 3 and Section 4 below:
(a) The Company will pay the Executive (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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) days of the Executive’s termination datedate of the Qualifying Termination (or on such earlier date as is required by applicable law), with (i) any accrued but unpaid base salary amounts, (ii) any accrued but unused vacation pay, and (iii) any unreimbursed business expenses incurred prior to the payment date determined by of the Company in its sole discretionQualifying Termination. In addition, the Company will pay to the Executive a separation payment equal any earned but unpaid annual performance award for the prior fiscal year at the time such annual performance awards are payable to three times employees of the Company generally, but in no event later than March 15 of the calendar year immediately following the calendar year in which the Qualifying Termination occurs.
(3xb) the sum of (A) The Company will continue to pay to the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in equal installments in accordance with the Company’s regular normal payroll practices. Additionally, notwithstanding anything an amount equal to the contrary Executive’s “Annual Rate of Base Salary” (as defined below), for the duration of the Severance Period (as defined below) (the “Salary Continuation Payments”). “Annual Rate of Base Salary” shall mean the Executive’s annual base salary rate in effect immediately prior to the Qualifying Termination 31605/1 53622653 or, in the Incentive Plan or any award agreement, upon the expiration event of the Term a resignation for Good Reason as a result of a material diminution in the Company’s termination of Executive without Cause or Executive’s termination annual base salary rate, the Executive’s annual base salary rate in effect immediately prior to the reduction that gave rise to the grounds for Good Reason. The Salary Continuation Payments shall commence with the first payroll date following the effectiveness of the Release required by Section 4 hereof, with the first payment to include the amount of all Salary Continuation Payments that would have been paid from the date of Executive’s outstanding unvested equity-based awards (includingthe Qualifying Termination had they commenced as of such date; provided, however, in the event the period to consider and, if applicable, revoke the Release plus the first regular payroll date thereafter spans two calendar years, the first such payment shall be made on the later of the first regular payroll date of such second calendar year or the first payroll date following the effectiveness of the Release, but not limited to, restricted stock and restricted stock units granted pursuant to in no event later than March 15 of the Incentive Plan), shall vest and become calendar year immediately exercisable and unrestricted, without any action by following the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for calendar year in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereinQualifying Termination occurs.
Appears in 1 contract
Sources: Executive Severance Agreement (Altair Engineering Inc.)
Termination Without Cause or for Good Reason. If this Agreement is terminated by the Company without Cause or by the Executive for Good Reason, then the Company will pay the Executive (i) all accrued, but unpaid, wages through the termination date, based on the The Term and 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall employment hereunder may be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason. Executive cannot terminate employment for Good Reason before unless Executive completes two has provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within fourteen (214) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for days of the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then initial existence of such amount shall be annualized grounds and the Bonus will be three times Company has had at least thirty (3x30) days from the annualized amountdate on which such notice is provided to cure such circumstances. Payment of the separation payment shall begin on the first regular payroll payment date occurring If Executive does not terminate employment for Good Reason within fourteen (14) days after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result end of the Company’s cure period, then Executive will be deemed to have waived the right to terminate for Good Reason with respect to such grounds.
8.3.1. In the event of such termination of under Section 8.4, Executive without Cause or shall be entitled to receive the Accrued Amounts and subject to Executive’s termination for Good Reasoncompliance with this Agreement and Executive’s execution of a release (that is not revoked by Executive under applicable law) of any and all waivable claims in favor of the Company, all its affiliates, and their respective officers and directors in a form provided by the Company (the “Release”) and such Release becoming effective following the Termination Date, Executive shall be entitled to receive the following:
8.3.1.1. A lump sum payment equal to the full amount of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock annual Base Salary and restricted stock units granted pursuant an amount equal to the Incentive Planfull amount of Executive’s Target Bonus in effect for the year in which the Termination Date occurs (except if the grounds for Good Reason is the reduction in Base Salary and/or Target Bonus, the amount in effect prior to such reduction), which shall be paid within 30 days following the Termination Date. Such lump sum payment will include only cash compensation (Base Salary and Target Bonus) and will not include any new equity grants. When the Target Bonus involves RSUs or any other form of equity award, the outstanding non-vested portion for the relevant year shall be prorated based on the time elapsed in the year and become due to the Executive. The Executive will not receive any additional equity grants upon termination, only the pro-rated portion of existing equity awards.
8.3.1.2. Any outstanding equity awards, including RSUs, shall vest and become immediately exercisable and unrestricted, without any action in full as of the Termination Date if Executive’s employment is terminated by the Board Company without cause or any committee thereofby Executive for good reason. For the avoidance of doubt, settlement The unvested portion of any restricted stock unitsequity awards shall accelerate to fully vested upon such termination. Executive will be entitled to receive the full value of both vested and accelerated equity awards as of the Termination Date, the vesting of which is accelerated pursuant to this Section 7.4, and no equity awards shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for be forfeited in the applicable award agreement regarding such unitsevent of termination without cause or by Executive for good reason. Except No additional equity grants will be made upon termination, except as set forth otherwise expressly provided in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided herein.
Appears in 1 contract
Sources: Chief Executive Officer Employment Agreement (Blink Charging Co.)
Termination Without Cause or for Good Reason. If this Agreement is terminated by the Company without Cause or by the Executive for Good Reason, then the Company will pay the Executive (ia) 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall employment hereunder may be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before or by Company without Cause, upon 30 days’ written notice. Company, in its discretion, may pay Executive’s salary in lieu of all or part of the notice period. In the event of such termination, Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) entitled to receive the Accrued Amounts and, subject to Executive’s compliance with Section 5 and Section 7 of this Agreement and execution of a release in favor of Company in substantially the form attached hereto as Annex A (“Release”), Executive will be entitled to receive the following:
(i) A lump sum payment, which will be paid within 30 days following the effective date of the Release, equal to two times the sum of Executive’s Base Salary and Target Bonus for the most recently completed year in which the Termination Date occurs.
(ii) With respect to the fiscal year in which the Termination Date occurs, an amount equal to the Annual Bonus Periodlast paid to Executive, orprorated for the number of calendar days worked in the year in which the Termination Date occurs, if Employee has not been employed payable in a single payment concurrent with the payment of the amounts due under Section 4.2(a)(i).
(iii) Subject to Executive’s timely election to continue benefits under COBRA, Company will reimburse Executive the difference between the monthly COBRA premium paid by Executive for a complete annual Bonus period, then such Executive and Executive’s dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be annualized and paid to Executive on the Bonus tenth day of the month immediately following the month in which Executive timely remits the premium payment. Executive will be three times eligible to receive such reimbursement until the earliest of: (3xi) the annualized amount. Payment 18-month anniversary of the separation payment shall begin Termination Date; (ii) the date Executive is no longer eligible to receive COBRA coverage; and (iii) the date on the first regular payroll payment date occurring after the thirtieth which Executive becomes eligible to receive substantially similar coverage from another employer.
(30thiv) day following the Executive’s termination date (the “Severance Delay Period”) and The treatment of any outstanding equity awards will be paid over a period of thirty-six (36) months from such date determined in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration terms of the Term as a result applicable Equity Documents; provided that notwithstanding the terms of the Company’s termination of Executive without Cause or Executive’s termination for Good Reasonsuch Equity Documents, all of Executive’s underlying outstanding unvested stock or equity unit options, appreciation rights, stock appreciation rights and any other equity-based compensation awards (includingthereunder shall become fully vested and exercisable for the remainder of their full term; provided, but not limited to, restricted stock and restricted stock units granted pursuant to that any delays in the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board settlement or any committee thereof. For the avoidance payment of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for such awards that are set forth in the applicable award agreement regarding such units. Except as set forth and that are required under Section 409A of the Code shall remain in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereineffect.
Appears in 1 contract
Sources: Employment Agreement (Workiva Inc)
Termination Without Cause or for Good Reason. If this Agreement is the Executive’s employment and the Employment Term are terminated by the Company without Cause (except by reason of the Executive’s Death or Disability) or by the Executive for Good Reason, then the Company will shall
(i) pay the Executive the Salary earned and unpaid as of the date of termination and provide the Executive the Accrued Benefits,
(iii) all accrued, but unpaid, wages through the termination date, based on if at the Executive’s then current Base Salary; (ii) all accrueddate of termination, but unpaidthe annual bonuses, vacation through the termination dateif any, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request payable for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) business days of the Executive’s termination date; (iv) all earned and accrued but unpaid bonuses; and (v) if the Executive is participating services rendered in the Company’s group medicallast completed fiscal year have not yet been paid, vision pay the Executive the annual bonus amount that would be payable to him for such prior fiscal year, on the same terms and dental conditions (including, without limitation, the satisfaction of any applicable performance objectives, but excluding any requirement of continued employment) as would have applied had he continued in the Company’s employment until the date of payment;
(iii) pay the Executive a bonus amount for the calendar year in which his termination of employment occurs equal to the annual bonus that would have been payable to him for such year had his employment continued, but pro-rated to reflect Executive’s actual period of employment during such calendar year. The amount of such bonus shall be determined on the same terms and conditions (including, without limitation, the satisfaction of any applicable performance objectives, but excluding any requirement of continued employment) as would have applied had he continued in the Company’s employment until the date of payment. Executive agrees and acknowledges that, in determining the amount of such bonus, the Compensation Committee shall have all of the rights afforded to it pursuant to the applicable bonus plan (including the right to exercise negative discretion in determining such amount) and may treat Executive less favorably than the Company’s other executive officers participating in such plan;
(iv) pay the Executive an aggregate amount equal to two times his Salary at the date of termination;
(v) pay the Executive in December of each of the first and second calendar years beginning after the date of his termination of employment, an amount equal to his target bonus amount in effect for the year of termination,
(vi) during the Severance Period (as defined below), continue to provide the Executive coverage under those Company-sponsored welfare benefit plans (other than severance plans) in which he participated immediately prior to such termination, but only to the extent such continued coverage can be provided pursuant to the terms and conditions of any such plan and without adverse tax consequences to the Executive, the Company or any other participant in such plans and subject to the Executive’s continued payment of any premiums or other amounts for such benefits that he was paying for participation in any such plan immediately prior to such termination,
(vii) provide that any outstanding option to purchase Company Stock held by the Executive as of the date of termination, a lump sum payment equal termination and granted to eighteen (18) times (him on 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards Commencement Date (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(eCommencement Option) and Section 11, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound by Section 10 vest in accordance with its regular vesting schedule through the expiration of the Severance Period and shall remain exercisable for one year following the expiration of the Severance Period (or, if less, for the remaining term of such option), after which all other post-termination obligations to which the Executive is subject, such outstanding options shall expire and
(viii) provide that any unvested restricted stock unit or performance share or performance unit award (including, but not limited to, the obligations contained Commencement Units) outstanding at the date of Executive’s termination and granted on or after the Commencement Date, shall vest as of the date of such termination, to the extent such awards would have become vested in this Agreement that survive accordance with their regular vesting schedule had the Executive’s employment continued through the expiration of the Severance Period, and, in the case of any performance shares or earlier termination performance units that are not Post January 1, 2009 Awards (as defined below), assuming that the applicable performance goal had been achieved at target; provided, however, that, an unvested Post January 1, 2009 Award shall only vest in accordance with the foregoing provisions of this Agreementsentence if and when such award would otherwise have vested in accordance with the performance goals applicable thereto. For purposes of clause (viii) of the preceding sentence, a “Post January 1, 2009 Award” shall mean an award intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the Code with a performance period beginning after January 1, 2009. For purposes of this Section 6.2, the “Severance Period” shall mean the period commencing on the date of termination and ending on the day before the second anniversary of such termination date. Except as otherwise expressly provided herein.in subclause
Appears in 1 contract
Termination Without Cause or for Good Reason. (a) If this Agreement at any time during the Term (i) Executive’s employment is terminated by the Company without for any reason other than Cause or the death or disability of Executive or (ii) Executive’s employment is terminated by the Executive for “Good Reason, then the Company will pay the Executive ” (as hereinafter defined):
(i) Company shall, on or before Executive’s last day of full-time employment hereunder, pay Executive all accruedamounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but unpaidnot yet paid to, wages through Executive under this Agreement as of the termination datedate of such termination. In addition, based on subject to subsection (c) below, Company shall pay Executive a lump-sum cash payment equal to (A) Executive’s then current annual Base Salary 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; Salary (the “Average Bonus”). The portion of the lump-sum cash payment contemplated by the preceding sentence that represents Executive’s Base Salary or a multiple thereof 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 the prime rate of interest 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.
(ii) Executive shall be entitled to continue, 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 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 remaining following the expiration of the period, if any, during which Company paid such expense.
(b) Notwithstanding Section 3.8 of this Agreement, or anything to the contrary in any other existing agreement or document, in the event of Executive’s Termination Without Cause or for Good Reason (as defined below), all accrued, but unpaid, vacation through the termination date, outstanding restricted shares granted to Executive that are subject to vesting solely based on the passage of time and Executive’s then current Base Salary; continued employment shall become immediately vested. Furthermore, in the event of Executive’s Termination Without Cause or for Good Reason (iii) all unreimbursed business expenses with respect as defined below), any performance-based restricted stock units and outperformance units granted to which Executive is entitled to reimbursement as provided hereinExecutive, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted shall vest in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized Equity Incentive Plans and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereinEquity Award Programs adopted thereunder.
Appears in 1 contract
Sources: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. If this Agreement is terminated In case of termination without Cause by the Company without Cause Corporation or for Good Reason by the Executive, Executive for Good Reason, then shall be entitled to:
(a) the Company will pay the Executive Accrued Amounts;
(ib) all accrued, but unpaid, wages through the termination date, based on subject to the Executive’s then current Base Salary; (ii) all accruedcompliance with Sections 6 through 11 of this Agreement and execution of a Release which becomes effective by the end of the Release Execution Period, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is shall be entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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, receive a lump sum payment equal to eighteen (18) six 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) days sum of the Executive’s termination datemonthly Base Salary, with which shall be paid within 30 days following the payment date determined Release Execution Period;
(c) upon determination by the Company Corporation’s Board of Directors or Compensation Committee, as appropriate, to be made in its sole discretion. In additiondiscretion as to whether to grant such bonus, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salarypro-rata Annual Bonus, and (B) if such pro-rata Annual Bonus is granted, determine the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periodsamount, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized form and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereofschedule. For the avoidance of doubt, settlement Executive shall not be entitled to any Annual Bonus solely for reason of any restricted stock unitstermination, unless the Board of Directors or the Compensation Committee, as appropriate, in its sole discretion awards a bonus to Executive;
(d) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the vesting Corporation shall reimburse the Executive for the monthly COBRA premium paid by the Executive for Executive and his dependents. Such reimbursement shall be paid to the Executive on the 10th day of the month immediately following the month in which the Executive timely remits the premium payment (“COBRA Premium Reimbursements”). The Executive shall be eligible to receive such COBRA Premium Reimbursement until the earliest of: (i) the six-month anniversary of the termination; (ii) the date the Executive is accelerated pursuant 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 7.45.4(d) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), shall occur upon vesting pursuant or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 7.4, subject 5.4(d) in a manner as is necessary to any previous legally binding deferral election comply with the ACA;
(e) All outstanding time-based equity-based compensation awards granted to the Executive during the Term of Employment shall become fully vested; and
(f) All outstanding performance-based equity compensation awards granted to the Executive during the Term of Employment shall remain outstanding and shall vest or contrary payment date provided for be forfeited in accordance with the terms of the applicable award agreement regarding agreements, if the applicable performance goals are satisfied. The determination whether such units. Except as set forth performance goals are satisfied shall be in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations to sole discretion of the Executive under this Agreement; however, Compensation Committee or the Executive shall continue to be bound by Section 10 and all other 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 AgreementBoard, as provided hereinthe case may be.
Appears in 1 contract
Sources: Employment Agreement (Sonoma Pharmaceuticals, Inc.)
Termination Without Cause or for Good Reason. If this Agreement is terminated by the Company without Cause or by the Executive for Good Reason, then the Company will pay the Executive (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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement employment is terminated by the Company without Cause or by Executive for Good Reason before more than three (3) months prior to a Change of Control or more than twelve (12) months following a Change of Control, Executive completes two shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company (2other than as provided in Section 3(g) annual Bonus periodsof this Agreement), the benefits provided below:
(A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then part in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination (plus all accrued and unpaid expenses reimbursable in accordance with Section 3(c));
(B) will be three times (3x) subject to Executive’s Bonus continued compliance with Section 5, Executive shall be entitled to receive a lump sum cash payment equal to Executive’s annual base salary as in effect immediately prior to the date of termination, payable within ten (10) days following the effective date of Executive’s Release (as defined below); plus
(C) subject to Executive’s continued compliance with Section 5, for the most recently completed Bonus Period, period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock unitsearlier, the vesting of date on which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11continuation period under COBRA expires), the Company shall have no other obligations reimburse Executive for the costs associated with continuation coverage pursuant to COBRA for Executive and his or her eligible dependents who were covered under the Executive under this Agreement; however, Company’s health plans as of the date of Executive’s termination (provided that Executive shall continue be solely responsible for all matters relating to be bound by Section 10 and all other post-termination obligations his or her continuation of coverage pursuant to which the Executive is subjectCOBRA, including, but not limited towithout limitation, his or her election of such coverage and his or her timely payment of premiums); and
(D) subject to Executive’s continued compliance with Section 5, the obligations contained Company shall pay for and provide Executive and such eligible dependents with a lump sum payment sufficient to pay the premiums for life insurance benefits coverage for the twelve (12) month period commencing on the date of termination to the extent such Executive and/or such dependents were receiving such benefits prior to the date of Executive’s termination, which payment shall be paid within ten (10) days following the effective date of Executive’s Release; and
(E) subject to Executive’s continued compliance with Section 5, for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination, Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company.
(F) To the extent Executive is entitled to payments or benefits under Section 4(d)(ii), then Executive shall receive the payments and benefits described in Section 4(d)(ii) in lieu of the payments and benefits described in this Agreement that survive the expiration or earlier termination of this Agreement, as provided hereinSection 4(d)(i).
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is terminated by at any time during the Term, the Company shall terminate the Executive’s employment without Cause or by if the Executive shall terminate his employment for Good Reason, then the Company will shall pay to the Executive as severance pay the Executive following amounts:
(i) all accruedhis then unpaid Salary, 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result practices of the Company’s termination , through the Date of Executive without Cause or Executive’s termination for Good Reason, all Termination at the rate in effect as of Executive’s outstanding unvested equity-based awards the Date of Termination; and
(including, but not limited to, restricted stock and restricted stock units granted pursuant to ii) after the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations to the Executive under this Agreement; howeverTermination Date, the Executive shall continue to be bound by Section 10 and all other post-termination obligations to which receive his Salary, in accordance with the regular payroll practices of the Company, at the rate in effect as of the Date of Termination for the period from the Date of Termination through the Initial Term Date. If the Executive is subjectterminates his employment for Good Reason based upon a reduction by the Company of the Executive’s Salary below the Base Salary, including, but not limited tothen for purposes of this Subsection 1.7(e), the obligations contained Executive’s Salary as of the Date of Termination shall be deemed to be the Executive’s Salary immediately prior to such reduction. If at the time the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, the Company has in effect a welfare benefit plan that provides health care benefits for the Company’s participating employees and their dependants (the “Health Care Coverage”), then the Executive shall have the right under the “COBRA” provisions of federal law to elect to continue the Health Care Coverage, and, if the Executive so elects, (1) the Company shall provide the Executive and his eligible dependents with continued Health Care Coverage for the period from the Date of Termination through the last day of the month that the Company is obligated to continue the Executive’s Salary pursuant to this Agreement that survive Subsection 1.7(e) and (2) the expiration or earlier termination Company shall pay 100% of the cost of such Health Care Coverage during this Agreementperiod. At the end of such period, as the Executive and his eligible dependents may continue the Health Care Coverage, at their sole expense, to the extent (if any) and in the manner provided hereinby the “COBRA” provisions of federal law. For purposes of determining the maximum period of continued Health Care Coverage under “COBRA,” the date of the qualifying event shall be the Date of Termination.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement Executive’s employment is terminated by the Company without Cause or by the Executive terminates his employment for Good Reason, then Executive shall be entitled to receive from the Company will pay the Executive (i) all accrued, but unpaid, wages Accrued Amounts through the termination date, based on the Executive’s then current Base Salary; Date of Termination and a Prorata Bonus (ii) all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted defined in accordance with the Company’s policies Section 9(a). Such Accrued Amounts and Prorata Bonus shall be paid within ten (10) business days after the Date of Termination. Contingent upon Executive delivering to the Company a release in the form attached hereto as Exhibit C, and the expiration of all revocation periods related thereto, Executive shall be entitled to the following:
(i) within ten (10) days following the Date of Termination, the Company shall pay Executive an amount equal to the Executive’s termination datethen-applicable full Base Salary, the targeted bonus amount for the year in which the Termination without Cause or for Good Reason occurs minus the amount of the Prorata Bonus determined under Section 9(d), and the targeted bonus amounts for the remaining balance of the Initial Term or any Renewal Term; provided that if Executive’s targeted bonus amount has not been determined for any period of the remainder of the Initial Term or any Renewal Term as of the Date of Termination, it shall be deemed for the remainder of the Initial Term or any Renewal Term to be on the terms most recently determined, based upon 100% achievement of the targeted amount, and all applicable criteria shall be deemed to have been satisfied for the remainder of the Initial Term or any Renewal Term (ivincluding the year in which the Date of Termination occurs) all earned and accrued but unpaid bonusesto achieve the targeted bonus amounts; and provided further that in no event shall the payment of Base Salary be for a period of less than one year, even if less than one year remains in the Initial Term or any Renewal Term as of the Date of Termination; and
(vii) if the Executive is participating in shall be entitled to his COBRA rights under the Company’s group medicalhealth plans and Company shall reimburse Executive for any premiums paid by Executive for COBRA health, dental, and vision coverage (including coverage for Executive’s family) for the balance of the Initial Term or any Renewal Term or the period that Executive is eligible for coverage pursuant to COBRA, whichever is less. If the period of COBRA coverage expires prior to the expiration of the Initial Term or any Renewal Term, the Company shall provide Executive with an insurance policy or policies that provide benefits comparable to the health, dental, and dental plan vision coverage provided to Executive and his family immediately prior to the date expiration of terminationthe period of COBRA coverage, 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 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 provided he and his dependents in family are insurable at standard or reasonably standard rates. The Company will provide such policies through the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment remainder of the amounts listed in this Section 7.4 Initial Term or any Renewal Term or, if earlier, the last day of the second calendar year following the calendar year of the Date of Termination or until Executive obtains employment that offers similar or improved benefits. The Executive shall be made by notify the Company within thirty (30) days after becoming eligible for coverage of any such benefits. To the Executive’s termination date, with extent permitted by the payment date determined terms of any other welfare benefit program sponsored by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary extent such coverage can be provided in the Incentive Plan or any award agreement, a manner that will not result in a violation of Code Section 409A (based upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock applicable regulations and restricted stock units granted pursuant to the Incentive Planother published guidance thereunder), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations to the Executive under this Agreement; however, the Executive shall continue to be bound eligible to participate in any other welfare benefit program sponsored by Section 10 the Company for the remainder of the Initial Term or any Renewal Term; and
(iii) all of Executive’s options to purchase stock of the Company and all other post-termination obligations restricted stock that has been granted to which him shall be fully vested, effective as of the Executive is subject, including, but not limited to, date of the obligations contained in this Agreement that survive the expiration or earlier termination of his employment. No amounts paid under this Agreement, as provided hereinSection 9 will be reduced by any earnings that Executive may receive from any other source.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is terminated by prior to the expiration of the Term, the Executive resigns from her employment hereunder for Good Reason or the Company terminates the Executive’s employment hereunder without Cause (other than a termination by reason of death or by the Executive for Good ReasonDisability), then the Company will shall pay or provide the Executive the Amounts and Benefits and the following:
(i1) 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, an amount equal to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with Base Salary the Company’s policies within ten (10) business days Executive would have received had she remained employed throughout the remainder of the Executive’s termination date; (iv) all earned and accrued but unpaid bonuses; and (v) if the Executive is participating Term, which shall be payable in the Company’s group medical, vision and dental plan immediately prior to the date of termination, full in a lump sum cash 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 be 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 month immediately preceding on the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 is thirty (30) days following the Date of Termination;
(2) a pro-rata portion of the Executive’s Annual Bonus for the year of termination datebased 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, with the payment date determined 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 its sole discretionaccordance with Section 4(b) (“Pro Rata Bonus”). In addition, The Pro Rata Bonus shall be payable at the Company will pay time the Executive a separation payment equal Annual Bonus would have been paid if Executive’s employment had not terminated;
(3) subject to three times (3x) the sum of (A) the Executive’s then current Base Salarytimely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, and as amended (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior “COBRA”), with respect to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything group health insurance plans in which the Executive participated immediately prior to the contrary in the Incentive Plan or any award agreement, upon the expiration Date of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards Termination (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan“COBRA Continuation Coverage”), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations to pay the cost of COBRA Continuation Coverage for the Executive and her eligible dependents until the earliest of (a) the Executive or her 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, (the benefits provided under this Agreement; howeversub-section (3), the Executive “Medical Continuation Benefits”); and
(4) any unvested portion of the RSUs shall continue to be bound by Section 10 and all other 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 provided hereinaccelerate.
Appears in 1 contract
Sources: Employment Agreement (Sequential Brands Group, Inc.)
Termination Without Cause or for Good Reason. If this Agreement is terminated by the Company without Cause or by the Executive for Good Reason, then the Company will pay the Executive (i) all accrued, but unpaid, wages through the termination date, based on the The Board may terminate Executive’s then current Base Salary; employment hereunder at any time during the Term for any reason other than for “cause” (iias defined above) all accrued, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which by giving Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within at least ten (10) business days of written notice, and Executive may terminate his employment at any time for “good reason” (as defined below) by giving the Company at least ten (10) days written notice. If Executive’s termination date; (iv) employment is terminated pursuant to the preceding sentence, the Company shall pay to Executive all earned salary and bonuses accrued but unpaid bonuses; up to and (v) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to including the date of termination, all unused vacation and all unreimbursed expenses which are reimbursable pursuant to Section IV incurred prior to such termination. As used in this Agreement, “good reason” shall be defined as (i) the material breach of this Agreement by the Company, (ii) the assignment of Executive without their consent to a lump sum position, responsibilities or duties of a materially lesser status or degree of responsibility than their position, responsibilities, or duties as stated in this Agreement, or (iii) any reduction of the Annual Salary without Executive’s consent. In addition, in the event of such termination without cause or for good reason, the Company shall have the following duties:
1. The Company shall pay to Executive a severance payment in an amount equal to eighteen six (186) times (or such lesser period that months of the salary then payable to Executive and/or the Executive’s eligible dependents are entitled pursuant to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or as otherwise determined Section III.A hereof 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 month immediately preceding the date of termination; provided, howeverbut not more than the Salary left to be paid during the remainder of the Term (the “Severance Payment”). The Severance Payment shall be paid in approximately equal bi-weekly installments, that or at such other intervals as may be established for the Executive or Company’s customary pay schedule, at the annual rate of Executive’s eligible dependents shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such COBRA continuation coverage. Payment Salary on the date of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by that the company undergoes a Change of Control and the new controlling person or new management terminates Executives, Executive shall be entitled to an additional six (6) months (for a total of twelve (12) months) Severance Payment;
2. The Company without Cause or by shall pay to Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, orall deferred compensation, if Employee has not been employed for any, owed to Executive, under any other agreement in a complete annual Bonus periodsingle lump sum payment immediately following termination. However, then such amount any amounts owed under a 401(k) or other plan qualified under the Internal Revenue Code shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practicesterms and provisions of such plans;
3. Additionally, notwithstanding anything All outstanding stock options allocated to Executive which have not been vested at the contrary in the Incentive Plan or any award agreement, upon the expiration end of the Term as a result had Executive remained employed by the Company to the end of the Term, shall be withdrawn, notwithstanding the terms applicable to stock options granted under the Company’s termination of applicable equity compensation plan; and
4. Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant shall no longer be subject to the Incentive Plan), shall vest covenants and become immediately exercisable and unrestricted, without any action by agreements not to compete under Section VI of this Agreement following the Board or any committee thereof. For the avoidance date of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to termination under this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereinV.▇.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement the Executive’s employment by the Company is terminated by the Company without Cause (and not due to Disability or death) or by the Executive for Good Reason, then the Company will shall pay or provide the Executive (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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) business days Accrued Amounts and subject to compliance with Section 12, the Company shall:
i. provide continued payment of the Executive’s Base Salary as in effect immediately preceding the last day of the Employment Term (ignoring any decrease in Base Salary that forms the basis for Good Reason), for a period of twelve (12) months following the termination date; (iv) all earned and accrued but unpaid bonuses; and (v) if the Executive is participating in date on 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 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 month immediately preceding the date of terminationregular payroll dates; provided, however, that any payments otherwise scheduled to be made prior to the effective date of the General Release (namely, the date it can no longer be revoked) shall accrue and be paid in the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date; and
ii. if the Executive or timely elects continued coverage under COBRA for himself and his covered dependents under the ExecutiveCompany’s eligible dependents group health plans following such termination, then the Company shall be solely responsible for any non-monetary requirements which must be satisfied or actions pay that must be taken in order to obtain such COBRA continuation coverage. Payment portion of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed COBRA premiums that it was paying prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date in order to continue the Executive’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date; (ii) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “Severance Delay COBRA Payment Period”) and will be paid over ). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a period violation of thirty-six applicable law (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything including but not limited to the contrary 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Incentive Plan or any award agreementCompany shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, upon a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums and without regard to the expiration of the Term as a result COBRA period prior to the end of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereofCOBRA Payment Period. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained Nothing in this Agreement that survive shall deprive the expiration Executive of his rights under COBRA or earlier termination of this Agreement, as provided hereinERISA for benefits under plans and policies arising under his employment by the Company.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is Executive’s employment hereunder shall be terminated by the Company without Cause Cause, or by the Executive for Good Reason, then in addition to the Company will pay payments and benefits described in Section 4(b) and subject to Executive’s execution and non-revocation of the Executive release contemplated in Section 4(f) of this Agreement and Executive’s continuing compliance with the Non-Competition Agreement (as defined below):
(i) all accrued, but unpaid, wages through the termination date, based on the Company shall pay Executive continuation of six (6) months of Executive’s then current annual Base Salary; (ii) all accrued, but unpaid, vacation through the termination date, based on the as in effective immediately prior to Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided hereintermination of employment hereunder, provided that, to payable during the extent not previously submitted, a request for reimbursement 6-month period following Executive’s termination of business expenses is submitted employment in the form of salary continuation in accordance with the Company’s policies within ten normal payroll practices;
(10ii) business days the Company shall pay Executive an annual cash bonus for the year of termination, payable at the same time as annual cash bonuses are paid to senior management, based on actual achievement of performance targets (as if Executive had remained employed through the end of the Executive’s termination date; (iv) all earned and accrued but unpaid bonuses; and (v) if applicable performance period), subject, however, to proration based on the Executive is participating number of days in the Company’s group medical, vision and dental plan immediately applicable performance period that had elapsed prior to the date of termination, a lump sum payment equal to eighteen ; and
(18iii) times (or such lesser period that if the Executive and/or timely elects to receive continued coverage under the Company’s group health care plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay the employer portion of applicable COBRA premium payments for the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (or and, as otherwise determined on an actuarial basis based upon the applicable monthly premium for continuation applicable, Executive’s dependents’, continued health coverage under COBRAsuch plan (as in effect or amended from time to time) to provide medical, vision and dental insurance to (the Executive and his dependents in “COBRA Subsidy”) until the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 earlier of: (301) 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 separation payment equal to three times twelve (3x12) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day months following the Executive’s termination of employment, or (2) the date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other post-termination obligations to which the Executive is subjectobtains or becomes eligible for other health care coverage from a new employer or otherwise (such period referred to as the “COBRA Subsidy Period”). The Executive shall promptly inform the Company in writing when Executive obtains or becomes eligible for any such other health care coverage. The Executive shall be responsible for paying a share of such COBRA premiums during the COBRA Subsidy Period at active employee rates as in effect from time to time, including, but not limited to, and shall be responsible for the obligations contained in this Agreement that survive the expiration or earlier termination full unsubsidized costs of this Agreement, as provided hereinsuch COBRA coverage thereafter.
Appears in 1 contract
Sources: Employment Agreement (Exicure, Inc.)
Termination Without Cause or for Good Reason. (a) If this Agreement at any time during the Term (1) Executive's employment is terminated by the Company without for any reason other than Cause or the death or disability of Executive or (2) Executive's employment is terminated by the Executive for Good Reason, then the Company will pay the Executive Reason (as hereinafter defined):
(i) Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all accruedamounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but unpaidnot yet paid to, wages through Executive under this Agreement as of the date of such termination date, based on plus a lump sum cash payment equal to the greater of (x) (A) Executive’s 's then current Base Salary; (ii) all accrued, but unpaid, vacation Salary through the termination dateend of the Term plus (B) 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 (or, based on if Executive has been employed by 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 's then current Base SalarySalary ("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)
(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 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; (iii) all unreimbursed business expenses with respect to which provided, however, if the Executive is entitled to reimbursement as provided hereinthe lump sum payment set forth in the preceding sentence, provided that, by written notice to the extent not previously submittedCompany within ten days of such termination, a request for reimbursement Executive may elect to receive his Base Salary included in the computation of business expenses is submitted such lump sum payment in accordance with the Company’s policies within ten 's regular payroll practices during the relevant period following termination rather than as part of such lump sum payment, in which event, such periodic payments of Base Salary shall not be discounted as provided in this sentence;
(10ii) business days 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 Executive’s termination date; 's spouse and dependents (iv) all earned and accrued but unpaid bonuses; and (vif any) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible spouse and dependents shall be solely responsible 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 any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such the COBRA continuation coverage. Payment coverage period following the expiration of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, orperiod, if Employee has not been employed for a complete annual Bonus periodany, then during which Company paid such amount shall be annualized and the Bonus will be three times expense; and
(3xiii) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything 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 Incentive Plan 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 any award agreementafter the date hereof, upon such NQSO shall remain exercisable until the expiration earlier of (i) the Term as a result later of 180 days after the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated 's employment pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided the period following the termination of Executive's employment for in the applicable award agreement regarding such units. Except as reason set forth in this Section 7.4that is set forth in the relevant stock option agreement, Section 10.2(eor (ii) the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement. Vesting and Section 11, other rights with respect to future stock grants shall be governed by the Company shall have no other obligations to the Executive plans or terms under this Agreement; however, the Executive shall continue to which they may be bound by Section 10 and all other 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 provided hereingranted.
Appears in 1 contract
Sources: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. If this Agreement is The Term of Employment and the Executive’s employment hereunder may be terminated by the Company without Cause or by the Executive for Good ReasonReason or by the Corporation without Cause. In the event of such termination, then the Company will pay the Executive (i) all accrued, but unpaid, wages through shall be entitled to receive the termination date, based on Accrued Amounts and subject to the Executive’s then current Base Salary; compliance with Section 6, Section 7, Section 8,Section 9, and Section 10 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 attached hereto (iithe “Release”) all accruedand such Release becoming effective within the applicable time period set forth in the Release, but unpaid(the “Release Execution Period”), vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is shall be entitled to reimbursement as provided herein, provided that, to receive the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten following:
(10a) 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 one-and-a half (181.5) 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 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 medicalBase Salary, vision and dental insurance to the Executive and his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents which shall be solely responsible for any non-monetary requirements which must be satisfied paid on the 30th day following the Termination Date; and
(b) upon determination by the Corporation’s Board of Directors or actions that must be taken in order Compensation Committee, as appropriate, to obtain such COBRA continuation coverage. Payment of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretion. In additiondiscretion as to whether to grant a bonus, and if such bonus is granted, the Company will pay the Executive a separation amount, form and payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereofschedule. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, Executive shall occur upon vesting pursuant to this Section 7.4, subject not be entitled to any previous legally binding deferral election bonus solely for reason of termination, unless the Board of Directors or contrary payment date provided for the Compensation Committee, as appropriate, in its sole discretion awards a bonus to Executive.
(c) If the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) Executive timely and Section 11properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall have no other obligations reimburse the Executive for the monthly COBRA premium paid by the Executive for himself and his dependents. Such reimbursement shall be paid to the Executive under this Agreement; however, on the Executive shall continue to be bound by Section 10 and all other post-termination obligations to 10th day of the month immediately following the month in which the Executive timely remits the premium payment (“COBRA Premium Reimbursements”). The Executive shall be eligible to receive such COBRA Premium Reimbursement until the earliest of: (i) the eighteen-month anniversary of the Termination Date; (ii) the date the Executive is subjectno 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, includingif the Company’s making payments under this Section 5.3(b) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), but not limited toor result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the obligations contained parties agree to reform this Section 5.3(b) in this Agreement that survive a manner as is necessary to comply with the expiration or earlier termination ACA.
(d) Consistent with the terms of this Agreementany equity incentive plan of the Company, as provided hereinapproved by the stockholders, as applicable:
(i) all outstanding time-based equity-based compensation awards granted to the Executive during the Term of Employment shall become fully vested and exercisable for the remainder of their full term; and
(ii) all outstanding performance-based equity compensation awards granted to the Executive during the Term of Employment shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied. The determination whether such performance goals are satisfied shall be in the sole discretion of the Compensation Committee or the Board, as the case may be.
Appears in 1 contract
Sources: Employment Agreement (Oculus Innovative Sciences, Inc.)
Termination Without Cause or for Good Reason. If this Agreement is terminated by the Company without Cause or by the Executive for Good Reason, then the Company will pay the Executive (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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement 's employment is terminated by the Company without Cause or by Executive for Good Reason before Reason, Executive completes two (2) annual Bonus periods, then part (B) will be three times entitled to: payment of all accrued and unpaid Annual Salary and accrued but unused vacation days through the date of such termination; payment of any Annual Bonus payable with respect to a fiscal year of the Company ending prior to such termination; continuation of health care coverage for Executive (3xand, to the extent covered immediately prior to the date of the termination, his spouse and dependents), at the same cost charged to Executive for such coverage immediately prior to Executive's termination, until the earlier of (i) the end of the Severance Period, or (ii) Executive’s 's eligibility for coverage under another employer's group health plan; payment for reasonable executive outplacement services; payment of monthly severance payments for the duration of the Severance Period in an amount equal to (i) one-twelfth of his Annual Salary as of the date of such termination, plus (ii) one-twelfth the Average Annual Bonus, plus (iii) the monthly car allowance specified in Exhibit A; payment of a pro-rata Annual Bonus for the most recently completed fiscal year of termination, which bonus will be determined by multiplying the Annual Bonus Periodopportunity for that fiscal year times (i) the formula set forth in Section 4.1 (b)(iii)(A) by annualizing the Company's earnings through the date of termination, ortimes (ii) a fraction, if Employee has not been employed for a complete annual Bonus periodthe numerator of which will be the number of days elapsed in the fiscal year preceding Executive's termination, then such amount shall be annualized and the denominator of which will 365. Such pro-rata Annual Bonus will be three times paid within thirty (3x30) days following Executive's termination; accelerated vesting of equity and equity-based incentives and Non-Qualified Plan benefits by crediting Executive, as of the termination date, with additional service credit for purposes of vesting under each equity and equity-based incentive held by Executive immediately prior to his termination and under each Non-Qualified Plan for a period equal to the greater of (i) the annualized amount. Payment time remaining until the Expiration Date, or (ii) the remainder of the separation payment shall begin on fiscal year in which such termination occurs; and with respect to any options then held by Executive to purchase capital stock of the first regular payroll payment date occurring after Company, extension of the thirtieth (30th) day post-termination exercise period of such options to 90 days following the Executive’s termination date (end of the “Severance Delay Period”) and . The severance benefits described in this Section 6.1 will be paid over a period in lieu of thirty-six (36) months from such date and not in accordance with addition to any other severance arrangement maintained by the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided herein.
Appears in 1 contract
Sources: Employment Agreement (Oao Technology Solutions Inc)
Termination Without Cause or for Good Reason. If this Agreement the Executive’s employment by the Company is terminated by the Company without Cause (and not due to Disability or death) or by the Executive for Good Reason, then the Company will shall pay or provide the Executive (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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) business days Accrued Amounts and subject to compliance with Section 12, the Company shall:
i. provide continued payment of the Executive’s Base Salary as in effect immediately preceding the last day of the Employment Term (ignoring any decrease in Base Salary that forms the basis for Good Reason), for a period of nine (9) months following the termination date; (iv) all earned and accrued but unpaid bonuses; and (v) if the Executive is participating in date on 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 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 month immediately preceding the date of terminationregular payroll dates; provided, however, that any payments otherwise scheduled to be made prior to the effective date of the General Release (namely, the date it can no longer be revoked) shall accrue and be paid in the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date; and
ii. if the Executive or timely elects continued coverage under COBRA for himself and his covered dependents under the ExecutiveCompany’s eligible dependents group health plans following such termination, then the Company shall be solely responsible for any non-monetary requirements which must be satisfied or actions pay that must be taken in order to obtain such COBRA continuation coverage. Payment portion of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed COBRA premiums that it was paying prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date in order to continue the Executive’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of: (i) nine (9) months following the termination date; (ii) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “Severance Delay COBRA Payment Period”) and will be paid over ). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a period violation of thirty-six applicable law (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything including but not limited to the contrary 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Incentive Plan or any award agreementCompany shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, upon a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums and without regard to the expiration of the Term as a result COBRA period prior to the end of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereofCOBRA Payment Period. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained Nothing in this Agreement that survive shall deprive the expiration Executive of his rights under COBRA or earlier termination of this Agreement, as provided hereinERISA for benefits under plans and policies arising under his employment by the Company.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement the Executive’s employment by the Company is terminated by the Company without other than for Cause (and not due to Disability or death) or by the Executive for Good Reason, other than in circumstances described in Section 7(e), then the Company will shall pay or provide the Executive with the Accrued Amounts and subject to compliance with Section 9:
(i1) all accrued, but unpaid, wages through the termination date, based on continued payment of the Executive’s then current Base Salary; Salary as in effect immediately preceding the last day of the Employment Term for a period of twelve (ii12) all accrued, but unpaid, vacation through months following the termination date, based on date (the Executive’s then current Base Salary; (iii“Salary Severance Period”) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s ordinary payroll practices (for purposes of calculating the Executive’s severance benefits, the Executive’s Base Salary shall be calculated based on the rate in effect prior to any material reduction in Base Salary that would give the Executive the right to resign for Good Reason (as provided in Section 6(e)(1)));
(2) if the Executive timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue the Executive’s and his covered dependents’ health insurance coverage in effect on the termination date until the earliest of (i) twelve (12) months following the termination date (the “COBRA Severance Period”); (ii) the date when the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (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 paying COBRA premiums pursuant to this Section 7(d)(2), the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies within ten arising under his employment by the Company.
(103) business days in the event that the Executive’s employment is terminated after December 31 of any performance year, but prior to the Annual Bonus payment date for such performance year, the Executive shall receive: (i) the amount of the Annual Bonus as determined by the Board in good faith for the performance year immediately prior to the year in which the Executive’s termination occurs if the Company has not determined the amount of the Executive’s termination dateAnnual Bonus as of the date of the Executive’s termination; or (ivii) all earned and accrued but unpaid bonuses; and (v) if the Executive is participating amount of the Annual Bonus as already determined by the Board in good faith for the Company’s group medical, vision and dental plan performance year immediately prior to the year in which the Executive’s termination occurs if the Company has already determined the amount of the Executive’s Annual Bonus as of the date of the Executive’s termination, payable in either case as a lump sum at the same time annual bonuses are paid to the Company’s executives generally, but no later than March 15 of the calendar year immediately following the calendar year in which the Annual Bonus is being measured;
(4) in the event that the Executive’s employment is terminated: (i) on or before the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs, the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the number of days that the Executive was employed during such performance year divided by the total number of days in such performance year; or (ii) after the date Annual Bonus performance goals are established for the performance year in which the Executive’s termination occurs (but on or before December 31 of such performance year), the Executive shall receive a pro-rata portion of the Executive’s Target Bonus for the performance year in which the Executive’s termination occurs, with such pro-rata portion calculated based upon the Executive’s achievement of performance goals as determined by the Board in good faith, payable in either case as a lump sum payment equal on the Company’s first ordinary payroll date occurring on or after the General Release effective date (namely, the date it can no longer be revoked) or as soon thereafter as is reasonable practicable thereafter; and
(5) twenty-five percent (25%) of the shares subject to eighteen (18) times (or such lesser period that all stock options, restricted stock units and other equity awards then held by the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount of monthly employer contribution that the Company made to an issuer (shall vest and become exercisable or payable, 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) days of the Executive’s termination date, with the payment date determined by the Company in its sole discretionapplicable. In addition, the Company will pay time period that the Executive may have to exercise any stock options shall be extended for a separation payment period equal to three times the shorter of (3xi) nine (9) months or (ii) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment remaining term of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereinaward.
Appears in 1 contract
Sources: Executive Employment Agreement (Eloxx Pharmaceuticals, Inc.)
Termination Without Cause or for Good Reason. At any time after commencement of employment, the Company may terminate Executive's employment hereunder without Cause, and Executive may terminate his employment hereunder for Good Reason (as defined below), in either case effective thirty (30) days after written notice. If this Agreement Executive is terminated by the Company without Cause or by the if Executive terminates Executive's employment hereunder for Good ReasonReason during the first three (3) years of the Term (the "Initial Term"), then Executive shall receive from the Company will pay the Executive (i) all accruedCompany, but unpaid, wages through the termination date, based in a lump-sum payment due 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 effective date of termination, a lump sum payment equal to eighteen (18) times (or such lesser the base salary at the rate then in effect for whatever time period that is remaining under the Executive and/or the Executive’s eligible dependents are entitled to under COBRA) the amount Initial Term of monthly employer contribution that the Company 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement or for one (1) year, whichever amount is greater. If Executive is terminated by the Company without Cause or should Executive terminate for Good Reason after the Initial Term, Executive shall receive from the Company, in a lump-sum payment due on the effective date of termination, one year's salary at the base salary rate then in effect. Further, any termination without Cause by the Company or by the Executive for Good Reason before shall operate to shorten the period set forth in paragraph 3(a) and during which the terms of paragraph 3 apply to one (1) year from the date of termination of employment. If Executive completes two (2) annual Bonus periodsresigns or otherwise terminates his employment hereunder without Good Reason, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus PeriodExecutive shall receive no severance compensation, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) provisions of paragraph 3 hereof shall apply. If Executive is terminated by the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive Company without Cause or Executive’s termination if Executive terminates his employment hereunder for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e1) and Section 11, the Company shall have no other obligations to make the Executive under this Agreement; howeverinsurance premium payments contemplated by COBRA for a period of 12 months after such termination, and (2) the Executive shall continue be entitled to be bound by Section 10 and all other post-termination obligations receive a pro rated portion of any annual bonus to which the Executive is subject, includingwould have been entitled for the year during which the termination occurred had the Executive not been terminated, but not limited to, only if the obligations contained in this Agreement that survive the expiration or earlier termination of this Agreement, as provided hereinExecutive has completed at least nine months during such year.
Appears in 1 contract
Sources: Founder's Employment Agreement (Transportation Components Inc)
Termination Without Cause or for Good Reason. If this Agreement is terminated In case of termination without Cause by the Company without Cause Corporation or for Good Reason by the Executive, Executive for Good Reason, then shall be entitled to:
(a) the Company will pay the Executive Accrued Amounts;
(ib) all accrued, but unpaid, wages through the termination date, based on subject to the Executive’s then current Base Salary; (ii) all accruedcompliance with Sections 6 through 11 of this Agreement and execution of a Release which becomes effective by the end of the Release Execution Period, but unpaid, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is shall be entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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, receive a lump sum payment equal to eighteen (18) six 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) days sum of the Executive’s termination datemonthly Base Salary, with which shall be paid within 30 days following the payment date determined Release Execution Period;
(c) upon determination by the Company Corporation’s Board of Directors or Compensation Committee, as appropriate, to be made in its sole discretion. In additiondiscretion as to whether to grant such bonus, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salarypro-rata Annual Bonus, and (B) if such pro-rata Annual Bonus is granted, determine the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periodsamount, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized form and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereofschedule. For the avoidance of doubt, settlement Executive shall not be entitled to any Annual Bonus solely for reason of any restricted stock unitstermination, unless the Board of Directors or the Compensation Committee, as appropriate, in its sole discretion awards a bonus to Executive;
(d) If the Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the vesting Corporation 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 10th day of the month immediately following the month in which the Executive timely remits the premium payment (“COBRA Premium Reimbursements”). The Executive shall be eligible to receive such COBRA Premium Reimbursement until the earliest of: (i) the six-month anniversary of the termination; (ii) the date the Executive is accelerated pursuant 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 Corporation’s making payments under this Section 7.45.4(d) would violate the nondiscrimination rules applicable to non-grandfathered plans under the Affordable Care Act (the “ACA”), shall occur upon vesting pursuant or result in the imposition of penalties under the ACA and the related regulations and guidance promulgated thereunder), the parties agree to reform this Section 7.4, subject 5.4(d) in a manner as is necessary to any previous legally binding deferral election comply with the ACA;
(e) All outstanding time-based equity-based compensation awards granted to the Executive during the Term of Employment shall become fully vested; and
(f) All outstanding performance-based equity compensation awards granted to the Executive during the Term of Employment shall remain outstanding and shall vest or contrary payment date provided for be forfeited in accordance with the terms of the applicable award agreement regarding agreements, if the applicable performance goals are satisfied. The determination whether such units. Except as set forth performance goals are satisfied shall be in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations to sole discretion of the Executive under this Agreement; however, Compensation Committee or the Executive shall continue to be bound by Section 10 and all other 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 AgreementBoard, as provided hereinthe case may be.
Appears in 1 contract
Sources: Employment Agreement (Sonoma Pharmaceuticals, Inc.)
Termination Without Cause or for Good Reason. If this Agreement Executive’s employment by the Company is terminated by the Company without other than for Cause (other than a termination for Disability) or by the Executive for Good Reason, then the Company will shall pay the or provide Executive with (i) all accrued, but unpaid, wages through the termination date, based on the Executive’s then current Base SalaryAccrued Amounts; (ii) all accrued, but unpaid, vacation a pro-rata portion (determined by multiplying the amount Executive would have received had employment continued through the end of the performance year by a fraction, the numerator of which is the number of days during the performance year of termination date, based on that Executive is employed by the Company and the denominator of which is 365) of Executive’s then current Base SalaryAnnual Bonus for the performance year in which Executive’s termination occurs at the time that annual bonuses are paid to other senior executives; provided that the Board determines in good faith that the Company was on plan for Executive to earn such bonus at the time of termination; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement continue his then current Base Salary as provided herein, provided that, to the extent not previously submitted, if his employment continued for a request for reimbursement period of business expenses is submitted in accordance with the Company’s policies within ten twelve (1012) 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 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 month immediately preceding months from the date of termination; provided, however, that the Executive or the and (iv) subject to Executive’s continued co-payment of premiums, continued participation for twelve (12) months in all health and welfare plans which cover Executive (and eligible dependents shall dependents) upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect on the date of termination. To the extent such coverage cannot be solely responsible provided under the Company’s health or welfare plans without jeopardizing the tax status of such plans, for any non-monetary requirements which must be satisfied underwriting reasons or actions that must be taken in order to obtain such COBRA continuation coverage. Payment because of the amounts listed in this Section 7.4 shall be made by tax impact on Executive, the Company shall pay Executive an amount equal to the amount the Company would have paid for such benefits on behalf of Executive if the benefits were provided to him as an employee. The continuation of health benefits under this subsection shall reduce and count against Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). All benefits provided under Sections 8(d)(i) and (ii) may be paid to the Employee within thirty (30) days of the Executive’s termination date, with the payment date determined once all necessary applicable releases have been signed by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal Employee and returned to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding Notwithstanding anything to the contrary herein, if Executive is a “specified employee,” as defined in the Incentive Plan or any award agreement, upon the expiration Section 409A(a)(2)(B)(i) of the Term Internal Revenue Code as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement date of any restricted stock unitstermination, any benefits due under this Section 8(d) otherwise payable within six months following termination shall be provided in one lump sum six months from the vesting date of termination. However, any payment or portion thereof which is accelerated pursuant subject to this an exemption for separation pay to specified employees as provided under Section 7.4409A and the relevant Treasury Regulations, shall occur upon vesting pursuant to this Section 7.4, or is subject to any previous legally binding deferral election or contrary other exemption provided under Section 409A and the relevant Treasury Regulations allowing for payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations to a specified employee prior to the Executive under this Agreement; howeverdate that is six (6) months after the date of separation from service, may be paid to Employee within thirty (30) days of the termination date once all applicable releases have been signed by the Executive shall continue and returned to be bound by Section 10 and all other 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 provided hereinCompany.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is terminated by If, during the Company without Employment Period, the Employer shall Terminate Executive’s employment Without Cause or by the Executive shall Terminate Executive’s employment for Good Reason, then the Company will pay the Executive in consideration of Executive’s services rendered prior to such Termination:
(i) all accrued, but unpaid, wages the Employer shall pay to Executive a lump sum in cash on the 30th day after the Date of Termination equal to the aggregate of the following amounts:
A. the sum of (1) Executive’s Base Salary 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, Date of Termination to the extent not previously submittedpaid, and (2) any accrued vacation, sick and other leave pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (1) and (2) shall be hereinafter referred to as the “Accrued Obligations”); and
B. the amount equal to the product of (1) the number of days that would have remained in the Employment Period from and after the Date of Termination 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, and (2) a request 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) for reimbursement the Remaining Employment Period, or such longer period as may be provided by the terms of business expenses is submitted the appropriate plan, program, practice or policy, to the fullest extent permitted by the terms of the relevant Welfare Benefit Plan, the Employer shall continue to provide benefits to Executive and/or Executive’s dependents in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of terminationWelfare Benefit Plans; provided, however, that if Executive becomes employed with another employer and is eligible to receive substantially the same benefits under any of the welfare benefit plans of the successor employer as Executive or would receive under any of the Executive’s eligible dependents Welfare Benefit Plans under this item (ii), the benefits provided under this item (ii) shall be solely responsible for any non-monetary requirements which must be satisfied or actions that must be taken in order secondary to obtain those provided under such COBRA continuation coveragesuccessor employer’s plans during such applicable period of eligibility. Payment If the terms of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) 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 Welfare Benefit Plan providing health insurance benefits to Executive a separation payment equal do not allow Executive to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus continue to receive for the two (2) annual Bonus periods completed prior to termination. In Remaining Employment Period the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin coverage provided on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period Date of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations Termination to the Executive and his dependents, then after such coverage terminates and for the Remaining Employment Period or the applicable benefit period under this Agreementthe Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), whichever is shorter, provided the Executive timely and properly elects coverage under COBRA, Employer shall pay for the continuation of the health insurance coverage in existence for Employee and his dependents on the Date of Termination. If the terms of the applicable Welfare Benefit Plan do not permit the Executive to receive continued coverage under any life or disability insurance policy for the Remaining Employment Period, then prior to the date coverage would lapse, to the extent permitted by any such policy, Employer shall assign any such policy to Executive or allow him to convert the policy to an individual policy and allow Executive to assume the payment responsibilities therefor. For purposes of determining eligibility and years-of-service credit (but not the time of commencement of benefits) of Executive for retiree benefits pursuant to such Welfare Benefit Plans, to the extent permitted by the terms of the Welfare Benefit Plans, Executive shall be considered to have remained employed throughout the Remaining Employment Period and to have retired on the last day of such period; howeverand
(iii) to the extent not previously paid or provided, the Employer shall timely pay or provide to Executive shall continue any other amounts or benefits required to be bound by Section 10 and all other post-termination obligations to paid or provided herein or 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 provided hereineligible to receive under any Welfare Benefit Plan.
Appears in 1 contract
Sources: Employment Agreement (Peoples Bancorp of North Carolina Inc)
Termination Without Cause or for Good Reason. (a) If this Agreement at any time during the Term (1) Executive's employment is terminated by the Company without for any reason other than Cause or the death or disability of Executive or (2) Executive's employment is terminated by the Executive for Good Reason, then the Company will pay the Executive Reason (as hereinafter defined):
(i) Company shall, on or before Executive's last day of full-time employment hereunder, pay Executive all accruedamounts (including salary, bonuses, vacation pay, expense reimbursement, etc.) that have been fully earned by, but unpaidnot yet paid to, wages through Executive under this Agreement as of the date of such termination date, based on plus a lump sum cash payment equal to the greater of (x) (A) Executive’s 's then current Base Salary; (ii) all accrued, but unpaid, vacation Salary through the termination date, based on 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 's then current Base SalarySalary ("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 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; (iii) all unreimbursed business expenses with respect to which provided, however, if the Executive is entitled to reimbursement as provided hereinthe lump sum payment set forth in the preceding sentence, provided that, by written notice to the extent not previously submittedCompany within ten days of such termination, a request for reimbursement Executive may elect to receive his Base Salary included in the computation of business expenses is submitted such lump sum payment in accordance with the Company’s policies within ten 's regular payroll practices during the relevant period following termination, as applicable, rather than as part of such lump sum payment, in which event, such periodic payments of Base Salary shall not be discounted as provided in this sentence;
(10ii) business days 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 Executive’s termination date; 's spouse and dependents (iv) all earned and accrued but unpaid bonuses; and (vif any) if the Executive is participating in the Company’s group medical, vision and dental plan immediately prior to the date extent Company was paying for such benefits to Executive and Executive's spouse and dependents at the time of such 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible spouse and dependents shall be solely responsible 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 any non-monetary requirements which must be satisfied or actions that must be taken in order to obtain such the COBRA continuation coverage. Payment coverage period following the expiration of the amounts listed in this Section 7.4 shall be made by the Company within thirty (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, orperiod, if Employee has not been employed for a complete annual Bonus periodany, then during which Company paid such amount shall be annualized and the Bonus will be three times expense; and
(3xiii) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything 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 Incentive Plan 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 any award agreementafter the date hereof, upon such NQSO shall remain exercisable until the expiration earlier of (i) the Term as a result later of 180 days after the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated 's employment pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided the period following the termination of Executive's employment for in the applicable award agreement regarding such units. Except as reason set forth in this Section 7.4that is set forth in the relevant stock option agreement, Section 10.2(eor (ii) the scheduled expiration date of such option. The exercise period of each ISO granted to Executive before, on or after the date hereof shall be governed by the terms of the relevant ISO Agreement. Vesting and Section 11, other rights with respect to future stock grants shall be governed by the Company shall have no other obligations to the Executive plans or terms under this Agreement; however, the Executive shall continue to which they may be bound by Section 10 and all other 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 provided hereingranted.
Appears in 1 contract
Sources: Employment Agreement (Pennsylvania Real Estate Investment Trust)
Termination Without Cause or for Good Reason. If this Agreement the Executive’s employment by the Company is terminated by the Company without Cause (and not due to Disability or death) or by the Executive for Good Reason, then the Company will shall pay or provide the Executive (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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) business days Accrued Amounts and subject to compliance with Section 11:
i. continued payment of the Executive’s Base Salary as in effect immediately preceding the last day of the Employment Term (ignoring any decrease in Base Salary that forms the basis for Good Reason), for a period of six (6) months following the termination date; date (ivthe “Severance Period”) all earned and accrued but unpaid bonuses; and (v) if the Executive is participating in on 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 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 month immediately preceding the date of terminationregular payroll dates; provided, however, that any payments otherwise scheduled to be made prior to the effective date of the General Release (namely, the date it can no longer be revoked) shall accrue and be paid in the first payroll date that follows such effective date with subsequent payments occurring on each subsequent Company payroll date;
ii. if the Executive or timely elects continued coverage under COBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue the Executive’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date until the earliest of (i) six (6) months following the termination date; (ii) the date when the Executive becomes eligible dependents for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on the Executive’s behalf would result in a violation of applicable law (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 paying COBRA premiums pursuant to this Section, the Company shall pay the Executive on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding (such amount, the “Special Severance Payment”), such Special Severance Payment to be made without regard to the Executive’s payment of COBRA premiums and without regard to the expiration of the COBRA period prior to the end of the COBRA Payment Period. Nothing in this Agreement shall deprive the Executive of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company; and
iii. all unvested stock options and other equity awards shall immediately vest and Executive shall be solely responsible entitled to exercise any vested equity awards for any non-monetary requirements which must be satisfied a period equal to the shorter of: (i) six (6) months after termination, or actions that must be taken in order to obtain such COBRA continuation coverage. Payment (ii) the remaining term of the amounts listed in this Section 7.4 shall be made award(s). If the Executive’s employment by the Company within thirty (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause (and not due to Disability or death) or by the Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (then the Executive will be eligible to receive additional severance benefits including, but not limited to, restricted stock and restricted stock units granted pursuant to a pro-rata portion of the Incentive Plan)Executive’s Annual Bonus, shall vest and become immediately exercisable and unrestricted, without any action as determined by the Board or any committee thereof. For of Directors, for the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for performance year in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 Executive’s termination of this Agreement, as provided hereinoccur.
Appears in 1 contract
Termination Without Cause or for Good Reason. The Bank may terminate the Executive’s employment without Cause upon written notice to the Executive. The Executive may terminate his employment with the Bank at any time for Good Reason (as defined below) upon written notice to the Bank. If this Agreement the Bank terminates the Executive’s employment without Cause or if the Executive terminates his employment with the Bank for Good Reason, within thirty (30) days following the termination of Executive’s employment, the Bank shall pay the Executive a lump sum termination benefit equal to an amount equal to the Executive’s remaining Annual Base Salary through the end of the Term (the “Remaining Term Payment”). To the extent permissible, the Bank also shall continue to provide to the Executive, at the same level of cost to the Executive as prior to such termination, the hospital, health, disability and medical benefits which may be available from time to time to officers of the Bank, in accordance with the terms hereof, until the later of three (3) months from the date the Executive’s employment is terminated without Cause by the Bank or for Good Reason by the Executive or the first anniversary of the Effective Date. Notwithstanding the forgoing, the Bank shall not be obligated to make any payments provided for hereunder unless and until Executive has delivered the executed Release provided for under Section 23 hereof. In the event the Executive’s employment hereunder shall be terminated by the Company Bank without Cause or by the Executive for Good Reason, then the Company will pay the Executive (i) all accruedshall be obligated to promptly inform the Bank of any new employment. Although the Executive shall have no obligation to mitigate, but unpaid, wages through the termination date, based on if the Executive’s then current Base Salary; (ii) all accruednew employment provides the Executive with hospital, but unpaidhealth, vacation through disability and medical benefits which are equivalent to the benefits payable by the Bank hereunder, the Bank may permanently reduce or terminate the duplicative benefits it is obligated to provide hereunder. The Executive shall not have a duty to mitigate the damages suffered by the Executive in connection with the termination date, based on by the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement Bank of business expenses is submitted in accordance with the Company’s policies within ten (10) business days his employment without Cause 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) days of the Executive’s termination date, employment with the payment date determined by the Company in its sole discretion. In addition, the Company will pay the Executive a separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date (the “Severance Delay Period”) and will be paid over a period of thirty-six (36) months from such date in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration of the Term as a result of the Company’s termination of Executive without Cause or Executive’s termination Bank for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, the Company shall have no other obligations to the Executive under this Agreement; however10, the Executive shall continue not be entitled to be bound by Section 10 and all any other post-payments or benefits following a 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 provided hereinwithout Cause.
Appears in 1 contract
Termination Without Cause or for Good Reason. If this Agreement is terminated by the Executive’s employment shall terminate without Cause pursuant to Subsection 6(a)(v) above, or for Good Reason pursuant to Section 6(a)(iv) above, the Company without Cause or by the Executive for Good Reason, then the Company will pay the Executive shall:
(i) all accrued, but unpaid, wages through the termination date, based on pay to the Executive’s then current Base Salary; (ii) all accrued, but unpaidfollowing the Date of Termination, vacation through the termination date, based on the Executive’s then current Base Salary; (iii) all unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, an amount equal to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 Annual Base Salary that the Executive and/or the Executive’s eligible dependents are would have been entitled to under COBRA) the amount of monthly employer contribution that the Company 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 receive had he continued his dependents in the month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) Executive’s Bonus for the most recently completed Bonus Period, or, if Employee has not been employed employment hereunder for a complete annual Bonus period, then such amount shall be annualized and the Bonus will be three times (3x) the annualized amount. Payment period of the separation payment shall begin on the first regular payroll payment date occurring after the thirtieth (30th) day following the Executive’s termination date 2 years (the “Severance Delay Period”), such payment to be made as follows:
(A) and will if, within 18 months prior to the Date of Termination, no Corporate Transaction has occurred, then the Annual Base Salary amounts for the Severance Period shall be paid over a period the duration of thirty-six (36) months from such date the Severance Period in accordance with the Company’s regular payroll practices. Additionallypractice for salaried employees; or
(B) if, notwithstanding anything within 18 months prior to the contrary Date of Termination, a Corporate Transaction has occurred, then the Annual Base Salary amounts for the Severance Period shall be paid, at the Executive’s election, either in a lump sum within 30 days following the Date of Termination, or in the Incentive Plan or any award agreement, upon manner specified by Subsection 7(a)(i)(A) above;
(ii) pay to the expiration Executive a prorated Discretionary Bonus for that portion of the Term calendar year in which the Date of Termination occurred during which the Executive was employed by the Company (i.e., the period commencing January 1 of such year and ending on the Date of Termination), calculated at the higher of the target bonus or the bonus payable upon actual results in accordance with the Bonus Plan, such payment to be made at the time bonuses are generally payable under the terms of the Bonus Plan; and
(iii) pay to the Executive, following the Date of Termination, a Discretionary Bonus for the Severance Period, consisting for each year of the Severance Period of an amount equal to the Executive’s target bonus for the calendar year immediately preceding the Date of Termination, such payments to be made as follows:
(A) if, within 18 months prior to the Date of Termination, no Corporate Transaction has occurred, then the Discretionary Bonus shall be paid pro rata on a result monthly basis over the duration of the Severance Period; or,
(B) if, within 18 months prior to the Date of Termination, a Corporate Transaction has occurred, then the Discretionary Bonus for all portions of the Severance Period shall be paid, at the Executive’s election, either within 30 days following the Date of Termination, or in the manner specified by Subsection 7(a)(iii)(A) above; and
(iv) continue, for the remainder of the Severance Period, the Executive’s coverage under all Company welfare benefit plans and programs in which the Executive was entitled to participate immediately prior to the Date of Termination, at the same premium cost, and at the same coverage level, as in effect immediately preceding the Date of Termination. However, in the event the premium cost shall change for all employees of the Company’s termination of , or for management employees with respect to supplemental benefits, the cost shall change for the Executive without Cause or Executive’s termination for Good Reason, all of Executive’s outstanding unvested equity-based awards (including, but not limited to, restricted stock and restricted stock units granted pursuant to the Incentive Planin a corresponding manner. The payments required by Subsections 7(a)(i), 7(a)(ii), and, 7(a)(iii) above shall vest and become immediately exercisable and unrestricted, without any action by the Board or any committee thereof. For the avoidance of doubt, settlement be in lieu of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for in the applicable award agreement regarding such units. Except as set forth in this Section 7.4, Section 10.2(e) and Section 11, 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 all other post-termination obligations payments to which the Executive is subject, including, but not limited to, would otherwise be entitled under the obligations contained Company’s general severance policy pertaining to reductions in this Agreement that survive the expiration or earlier termination of this Agreement, as provided hereinforce.
Appears in 1 contract
Sources: Employment Agreement (United Defense Industries Inc)
Termination Without Cause or for Good Reason. If this Agreement is terminated by the Company without Cause or by the Executive for Good Reason, then the Company will pay the Executive (ia) 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 unreimbursed business expenses with respect to which Executive is entitled to reimbursement as provided herein, provided that, to the extent not previously submitted, a request for reimbursement of business expenses is submitted in accordance with the Company’s policies within ten (10) 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 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 month immediately preceding the date of termination; provided, however, that the Executive or the Executive’s eligible dependents shall employment hereunder may be solely responsible for any non-monetary 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 (30) 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 separation payment equal to three times (3x) the sum of (A) the Executive’s then current Base Salary, and (B) the Executive’s average Bonus for the two (2) annual Bonus periods completed prior to termination. In the event this Agreement is terminated by the Company without Cause or by Executive for Good Reason before or by Company without Cause, upon 30 days’ written notice. Company, in its discretion, may pay Executive’s salary in lieu of all or part of the notice period. In the event of such termination, Executive completes two (2) annual Bonus periods, then part (B) will be three times (3x) entitled to receive the Accrued Amounts and, subject to Executive’s compliance with Section 5 and Section 7 of this Agreement and execution of a release in favor of Company in substantially the form attached hereto as ▇▇▇▇▇ ▇ (“Release”), Executive will be entitled to receive the following:
(i) A lump sum payment, which will be paid within 30 days following the effective date of the Release, equal to two times the sum of Executive’s Base Salary and Target Bonus for the most recently completed year in which the Termination Date occurs.
(ii) With respect to the fiscal year in which the Termination Date occurs, an amount equal to the Annual Bonus Periodlast paid to Executive, orprorated for the number of calendar days worked in the year in which the Termination Date occurs, if Employee has not been employed payable in a single payment concurrent with the payment of the amounts due under Section 4.2(a)(i).
(iii) Subject to Executive’s timely election to continue benefits under COBRA, Company will reimburse Executive the difference between the monthly COBRA premium paid by Executive for a complete annual Bonus period, then such Executive and Executive’s dependents and the monthly premium amount paid by similarly situated active executives. Such reimbursement shall be annualized and paid to Executive on the Bonus tenth day of the month immediately following the month in which Executive timely remits the premium payment. Executive will be three times eligible to receive such reimbursement until the earliest of: (3xi) the annualized amount. Payment 18-month anniversary of the separation payment shall begin Termination Date; (ii) the date Executive is no longer eligible to receive COBRA coverage; and (iii) the date on the first regular payroll payment date occurring after the thirtieth which Executive becomes eligible to receive substantially similar coverage from another employer.
(30thiv) day following the Executive’s termination date (the “Severance Delay Period”) and The treatment of any outstanding equity awards will be paid over a period of thirty-six (36) months from such date determined in accordance with the Company’s regular payroll practices. Additionally, notwithstanding anything to the contrary in the Incentive Plan or any award agreement, upon the expiration terms of the Term as a result applicable Equity Documents; provided that notwithstanding the terms of the Company’s termination of Executive without Cause or Executive’s termination for Good Reasonsuch Equity Documents, all of Executive’s underlying outstanding unvested stock or equity unit options, appreciation rights, stock appreciation rights and any other equity-based compensation awards (includingthereunder shall become fully vested and exercisable for the remainder of their full term; provided, but not limited to, restricted stock and restricted stock units granted pursuant to that any delays in the Incentive Plan), shall vest and become immediately exercisable and unrestricted, without any action by the Board settlement or any committee thereof. For the avoidance payment of doubt, settlement of any restricted stock units, the vesting of which is accelerated pursuant to this Section 7.4, shall occur upon vesting pursuant to this Section 7.4, subject to any previous legally binding deferral election or contrary payment date provided for such awards that are set forth in the applicable award agreement regarding such units. Except as set forth and that are required under Section 409A of the Code shall remain in this Section 7.4, Section 10.2(e) and Section 11, 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 all other 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 provided hereineffect.
Appears in 1 contract
Sources: Employment Agreement (Workiva Inc)