Termination without Cause or Resignation with Good Reason. In the event that Employer terminates your employment without Cause, or if you resign your employment for Good Reason, you shall be entitled to receive the following: a. Employer will pay and provide your Accrued Compensation and Benefits; b. Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employment; c. Employer will pay you a severance payment (the “Severance Payment”) as follows: (i) Upon a termination of your employment without Cause at any time during the Employment Term or by you for Good Reason prior to the twenty-four month anniversary of the date of this Agreement: three (3) times the sum of: (A) your Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and (B) the average of the annual Bonuses payable to you (whether or not actually paid) with respect to the last three completed calendar years in which you served as the President and Chief Executive Officer of Employer (or such fewer years you served in such capacity) prior to the Termination Date. (ii) Upon a termination of your employment for Good Reason during the period commencing on the twenty-four month anniversary and ending prior to the thirty-six month anniversary of the date of this Agreement: the sum of: (A) three (3) times your Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and (B) two (2) times the average of the annual Bonuses payable to you (whether or not actually paid) with respect to the last three completed calendar years in which you served as the President and Chief Executive Officer of Employer (or such fewer years you served in such capacity) prior to the Termination Date. (iii) Upon a termination of your employment for Good Reason during the period commencing on the thirty-six month anniversary and ending on the forty-eight month anniversary of the date of this Agreement: the sum of: (A) three (3) times your Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and (B) one (1) times the average of the annual Bonuses payable to you (whether or not actually paid) with respect to the last three completed calendar years in which you served as the President and Chief Executive Officer of Employer prior to the Termination Date. d. All of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding Employer stock options that have previously vested will remain exercisable for (i) in the event such termination of employment is by Employer without Cause, the greater of the period provided in accordance with the provisions of grant, or for three (3) years from the end of Employment Term and (ii) in the event such termination of employment is by you for Good Reason, the third anniversary of the date of such termination, but in each case, in no event beyond their normal expiration date; e. All of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall vest and be settled within ten (10) business days after your Termination Date; f. You shall be provided, without charge to you, in either New York or Los Angeles at your election, suitable and appropriate office facilities (at a location within such city to be determined by Employer) and a personal secretary (who may be your choice of one of your personal secretaries providing services to you during the Employment Term, to be compensated at the same compensation and benefits cost to Employer in effect immediately prior to your termination), until the conclusion of the Original Employment Term, or earlier upon your death, provided that nothing in this paragraph shall create any rights that are duplicative with any rights set forth in any other paragraph of this Agreement; g. Employer will continue to provide you with life insurance coverage as set forth in paragraph 5(b) until the end of the Original Employment Term (without regard to any earlier termination of the Employment Term) or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at such employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so long as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at such employer’s expense, aggregates at least the amount set forth in paragraph 5(b); and h. You and your eligible dependents shall be entitled to continued participation at your sole cost, in all medical, dental and hospitalization benefit plans or programs (the “Health and Welfare Benefits”) in which you and/or they were participating on the date of the termination of your employment until the earlier of (A) 36 months following termination of your employment and (B) the date, or dates, you receive equivalent coverage and benefits under the plans and programs of a subsequent employer (the “Continuation Period”); but only to the extent that you make a payment to Employer in an amount equal to the monthly premium payments (both the employee and employer portion) required to maintain such coverage for a similarly situated active employee (and such employee’s dependants) of Employer on or before the first day of each calendar month commencing with the first calendar month following Termination Date and Employer shall reimburse you (on a tax-grossed up basis) for the amount of such premiums, if any, in excess of any employee contributions necessary to maintain such coverage for the Continuation Period; provided, however, that, in the event Employer is unable to provide you with the Health and Welfare Benefits during the Continuation Period under the terms of the applicable Employer plan(s), Employer shall obtain comparable coverage for you and your dependants at no additional cost to you (including on a tax-grossed basis, if applicable) during the Continuation Period. The period of continuation coverage to which you are entitled under Section 4980B(f) of the Code (as defined below) shall run concurrently with the Continuation Period.
Appears in 2 contracts
Sources: Employment Agreement, Employment Agreement (CBS Corp)
Termination without Cause or Resignation with Good Reason. In the event that Employer terminates your employment without Cause, or if you your resign your employment for Good Reason, you shall be entitled to receive the following:
a. Employer will pay and provide your Accrued Compensation and Benefits;
b. Employer will pay you a prorated Bonus for the year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date of your termination of employmentTermination Date;
c. Employer will pay you a severance payment (the “"Severance Payment”") as follows:
(i) Upon a termination of your employment without Cause at any time during the Employment Term or by you for Good Reason prior equal to the twenty-four month anniversary of the date of this Agreement: three (3) two times the sum of: (A) :
i. your Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and and
ii. the higher of (BX) the average of the annual cash Bonuses payable to you (whether or not actually paid) with respect to the last three (or fewer) completed calendar years in which you served as the President and Chief Executive Officer of Employer (or such fewer years you served in such capacity) prior to the Termination Date.
Date (iiwith the cash bonus for 2006 being considered the full annualized Target Bonus for 2006, i.e., Seven Million Dollars ($7 million)) Upon a termination of your employment for Good Reason during and (Y) the period commencing on the twenty-four month anniversary and ending prior to the thirty-six month anniversary of the date of this Agreement: the sum of: (A) three (3) times your Salary in effect Target Bonus at the time of termination Termination Date (or, if your Salary Target Bonus has been reduced in violation of this Agreement, your highest Salary Target Bonus during the Employment Term) (the "Applicable Bonus Amount") (such sum being the "Severance Amount"); and (B) two (2) times provided, however, that if fewer than 24 months remain in the average of the annual Bonuses payable to you (whether or not actually paid) with respect to the last three completed calendar years in which you served as the President and Chief Executive Officer of Employer (or such fewer years you served in such capacity) prior to Employment Term at the Termination Date.
(iii) Upon a termination of your employment for Good Reason during , the period commencing on the thirty-six month anniversary and ending on the forty-eight month anniversary amount of the date Severance Payment will equal the Severance Amount multiplied by a fraction the numerator of this Agreement: which is the sum of: number of months (Aincluding partial months) three (3) times your Salary remaining in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); Term (but in no event will the numerator be less than 12) and (B) one (1) times the average denominator of the annual Bonuses payable to you (whether or not actually paid) with respect to the last three completed calendar years in which you served as the President and Chief Executive Officer of Employer prior to the Termination Date.is 24;
d. All all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding Employer stock options that have previously vested will remain exercisable for two years (i) in the event such termination of employment is by Employer without Causeor, the greater of the period provided in accordance with the provisions of grantif earlier, or for three (3) years from the end of Employment Term and (ii) in the event such termination of employment is by you for Good Reason, the third anniversary of the date of such termination, but in each case, in no event beyond until their normal expiration date);
e. All the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of performance share units will be considered vested;
f. all of your unvested and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall Matching RSUs will vest and be settled within ten (10) business days as promptly as administratively practicable after your Termination Date;
f. You shall be provided, without charge to you, in either New York or Los Angeles at your election, suitable and appropriate office facilities (at a location within such city to be determined by Employer) and a personal secretary (who may be your choice of one of your personal secretaries providing services to you during the Employment Term, to be compensated at the same compensation and benefits cost to Employer in effect immediately prior to your termination), until the conclusion of the Original Employment Term, or earlier upon your death, provided that nothing in this paragraph shall create any rights that are duplicative with any rights set forth in any other paragraph of this Agreement;
g. Employer will continue to provide you with life insurance coverage as set forth in paragraph 5(b6(b) until the end of the Original Employment Term (without regard to any earlier termination of the Employment Term) or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at such the employer’s 's expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so long along as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at such the employer’s 's expense, aggregates at least the amount set forth in paragraph 5(b6(b); and;
h. You you and your eligible dependents who were participating in any such arrangements at the Termination Date shall be entitled to continued participation participation, at your Employer's sole cost, in all medical, dental and hospitalization benefit plans or programs (the “Health and Welfare Benefits”) in which you and/or they were participating on the date of the termination of your employment until the earlier of (A) 36 24 months following termination of your employment and (B) the date, or dates, you receive equivalent coverage and benefits under the plans and programs of a subsequent employer employer; provided that, if your continued participation in any employee plan or program as provided in this paragraph 10(d)(ii)h would conflict with any law or regulation, or would result in any adverse tax consequences for you, the Company or other participants in such plan or program, you shall be provided with the economic equivalent of the benefits provided under the plan or program in which you are unable to participate. In the case of any welfare benefit plan, the economic equivalent of any benefit foregone (x) shall be deemed to be the “Continuation Period”); but only to the extent lowest cost that you make a payment to Employer would incur in obtaining such benefit yourself on an amount equal to the monthly premium payments individual basis (both the employee and employer portion) required to maintain such coverage for a similarly situated active employee (and such employee’s dependants) of Employer on or before the first day of each calendar month commencing with the first calendar month following Termination Date and Employer shall reimburse you (on a tax-grossed up basis) for the amount of such premiums, if any, in excess of any employee contributions necessary to maintain such coverage for the Continuation Period; provided, however, that, in the event Employer is unable to provide you with the Health and Welfare Benefits during the Continuation Period under the terms of the applicable Employer plan(s), Employer shall obtain comparable coverage for you and your dependants at no additional cost to you (but including on a tax-grossed basisdependent coverage, if applicable) during and (y) shall be provided on a "tax grossed-up basis" to the Continuation Period. The period of continuation coverage extent the economic equivalent is taxable to which you are entitled under Section 4980B(f) but the provision of the Code (as defined below) shall run concurrently with the Continuation Periodbenefit to you while an employee was not taxable.
Appears in 2 contracts
Sources: Employment Agreement (Viacom Inc.), Employment Agreement (Viacom Inc.)
Termination without Cause or Resignation with Good Reason. In the event that Employer terminates your employment without Cause, or if you your resign your employment for Good Reason, you shall be entitled to receive the following:
a. Employer will pay and provide your Accrued Compensation and Benefits;
b. Employer will pay you a prorated pro rated Bonus for the fiscal year of your termination of employment based on your Target Bonus and the number of calendar days of such year elapsed through the date Termination Date, such amount, before the daily pro ration, to be multiplied by the performance multiplier approved by the Compensation Committee in respect of your termination Company financial and quantitative goals for such year under the Senior Executive STIP (with the method for determining such performance multiplier to correspond to the method used under the Senior Executive STIP as of employmentthe Amendment Date to adjust target STIP payout amounts based on Company performance), with such pro rated Bonus to be paid in accordance with paragraph 3(b)(iv) of this Agreement;
c. Employer will pay you a severance payment (the “Severance Payment”) as follows:
(i) Upon a termination of your employment without Cause at any time during the Employment Term or by you for Good Reason prior equal in amount to the twenty-four month anniversary of the date of this Agreement: three (3) times the sum of: (A) your Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and (B) the average of the annual Bonuses payable to you (whether or not actually paid) with respect to the last three completed calendar years in which you served as the President and Chief Executive Officer of Employer (or such fewer years you served in such capacity) prior to the Termination Date.:
(ii) Upon a termination of your employment for Good Reason during the period commencing on the twenty-four month anniversary and ending prior to the thirty-six month anniversary of the date of this Agreement: the sum of: (A) i. three (3) times your Salary in effect at the time of termination (or, if your Salary has been reduced in violation of this Agreement, your highest Salary during the Employment Term); and and
ii. three (B) two (23) times the higher of (X) the average of the annual cash Bonuses payable to you (whether or not actually paid) with respect to the last three completed calendar fiscal years in which you served as the President and Chief Executive Officer of Employer (or such fewer years you served in such capacity) prior to the Termination Date.
Date (iii) Upon a termination of your employment for Good Reason during the period commencing on the thirty-six month anniversary and ending on the forty-eight month anniversary with any Bonus payable to you in respect of the date of this Agreement: shortened fiscal year January 1 – September 30, 2010, once completed, to be included in such average only on an annualized basis) and (Y) the sum of: (A) three (3) times your Salary in effect Target Bonus at the time of termination Termination Date (or, if your Salary Target Bonus has been reduced in violation of this Agreement, your highest Salary Target Bonus during the Employment Term) (the “Applicable Bonus Amount”) (such sum being the “Severance Amount”); and (B) one (1) times provided, however, that if fewer than 36 months remain in the average of the annual Bonuses payable to you (whether or not actually paid) with respect to the last three completed calendar years in which you served as the President and Chief Executive Officer of Employer prior to Employment Term at the Termination Date, the amount of the Severance Payment will equal the Severance Amount multiplied by a fraction the numerator of which is the number of months (including partial months) remaining in the Employment Term (but in no event will the numerator be less than 12) and the denominator of which is 36.
d. All all of your outstanding unvested Employer stock options will vest, and all such options and all of your outstanding Employer stock options that have previously vested will remain exercisable for (i) until the applicable date set forth in the event such termination of employment is by Employer without Cause, the greater of the period provided in accordance with the provisions of grant, or for three (3) years from the end of Employment Term and (ii) in the event such termination of employment is by you for Good Reason, the third anniversary of the date of such termination, but in each case, in no event beyond their normal expiration dateparagraph 4(a)(v);
e. All the number of Shares to which you are entitled in respect of your outstanding awards of PSUs will be determined as provided in paragraph 4(b) for Qualifying Terminations, and all Shares delivered upon settlement of PSUs will be considered vested;
f. all of your unvested Target PRSU Awards and outstanding restricted stock and/or restricted stock units and any other type of equity awards that are then unvested and outstanding, in each case, as of the date on which the Employment Term ends shall Matching RSUs will vest and be settled within ten (10) business days as promptly as administratively practicable after your Termination Date;
f. You shall be provided, without charge to you, in either New York or Los Angeles at your election, suitable and appropriate office facilities (at a location within such city to be determined by Employer) and a personal secretary (who may be your choice of one of your personal secretaries providing services to you during the Employment Term, to be compensated at the same compensation and benefits cost to Employer in effect immediately prior to your termination), until the conclusion of the Original Employment Term, or earlier upon your death, provided that nothing in this paragraph shall create any rights that are duplicative with any rights set forth in any other paragraph of this Agreement;; and
g. Employer will continue to provide you with life insurance coverage as set forth in paragraph 5(b6(b) until the end of the Original Employment Term (without regard to any earlier termination of the Employment Term) or, if earlier, the date on which you become eligible for at least as much insurance coverage from a third party employer at such the employer’s expense; provided, however, that Employer may decrease the amount of life insurance coverage it provides you so long along as the amount of such coverage that it continues to provide, and the amount of such coverage provided to you from a third party employer at such the employer’s expense, aggregates at least the amount set forth in paragraph 5(b6(b); and
h. You and your eligible dependents shall be entitled to continued participation at your sole cost, in all medical, dental and hospitalization benefit plans or programs (the “Health and Welfare Benefits”) in which you and/or they were participating on the date of the termination of your employment until the earlier of (A) 36 months following termination of your employment and (B) the date, or dates, you receive equivalent coverage and benefits under the plans and programs of a subsequent employer (the “Continuation Period”); but only to the extent that you make a payment to Employer in an amount equal to the monthly premium payments (both the employee and employer portion) required to maintain such coverage for a similarly situated active employee (and such employee’s dependants) of Employer on or before the first day of each calendar month commencing with the first calendar month following Termination Date and Employer shall reimburse you (on a tax-grossed up basis) for the amount of such premiums, if any, in excess of any employee contributions necessary to maintain such coverage for the Continuation Period; provided, however, that, in the event Employer is unable to provide you with the Health and Welfare Benefits during the Continuation Period under the terms of the applicable Employer plan(s), Employer shall obtain comparable coverage for you and your dependants at no additional cost to you (including on a tax-grossed basis, if applicable) during the Continuation Period. The period of continuation coverage to which you are entitled under Section 4980B(f) of the Code (as defined below) shall run concurrently with the Continuation Period.
Appears in 1 contract
Sources: Employment Agreement (Viacom Inc.)