Without Cause or with Good Reason Other. than during a Potential Change-in-Control Period or After a Change-in-Control of the Company. If Executive’s employment with the Company terminates pursuant to Section 4.1.4 or Section 4.1.6, other than during a Potential Change-in-Control period or within twelve (12) months after a Change-in-Control of the Company, subject to Section 4.5: (i) Within thirty (30) days following the Date of Termination, the Company shall pay Executive in a lump sum in cash the sum of (a) any accrued but unpaid Base Salary through the Date of Termination plus (b) the Annual Incentive Bonus for the fiscal year preceding the fiscal year in which the Date of Termination occurs, if earned and unpaid, plus (c) any accrued but unused vacation pay; (ii) The Company shall pay Executive, as severance pay, his Base Salary in effect as of the Date of Termination in accordance with Section 3.1 for twelve (12) months after the Date of Termination (the “Severance Pay Period”); (iii) The Company shall pay Executive the Annual Incentive Bonus for the year in which the Date of Termination occurred, in the amount of Executive’s Target Bonus multiplied by the applicable actual plan payout factor and pro rated by the number of months Executive was employed by the Company during the year of the Date of Termination; provided, however, that any individual performance component of such payout factor shall be determined by the Compensation Committee of the Board of Directors as it deems appropriate under the circumstances in its sole discretion; and provided further, that such Annual Incentive Bonus will be paid only if the Company pays bonuses, on account of the year in which the Date of Termination occurred, to executives who remain employed with the Company and will be paid in a lump sum on or about the date on which the Company pays bonuses to executives who remain employed with the Company; (iv) If Executive is eligible to receive and elects to continue receiving any group medical and dental insurance coverage under COBRA, the Company shall reimburse the monthly COBRA premium in an amount equal to the portion of such premium that the Company pays on behalf of active and similarly situated employees receiving the same type of coverage until the earlier of (a) the end of the Severance Pay Period or (b) the date on which Executive becomes eligible to receive group medical and dental insurance benefits from another employer that are substantially equivalent to those provided by the Company as of the Date of Termination (Executive agrees to notify the Company in writing promptly upon becoming eligible to receive such group medical and dental insurance from another employer); (v) The Company shall provide Executive, at the Company’s sole cost, with executive outplacement assistance in accordance with the Company’s then-current executive outplacement program, provided that no outplacement benefits shall be provided after the end of the second calendar year following the calendar year in which the Date of Termination occurs; (vi) Notwithstanding any provision to the contrary in any Company stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan (including, without limitation, the agreements evidencing the Stock Option and the Restricted Stock Unit Grant), any stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights or other equity participation rights held by Executive as of the Date of Termination become exercisable or vested, as the case may be, with respect to all time-based vesting awards as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the Date of Termination, but all performance-based vesting awards that have not vested as of the Date of Termination shall be forfeited as of such date except that if the Date of Termination takes place after December 31 of a calendar year during the Term but prior to the computation of ▇▇▇ with respect to such calendar year, a determination will be made as to the additional number of shares, if any, to be vested as a result of such ▇▇▇ computation, prior to the forfeiture of the remaining unvested shares; and (viii) Executive shall be entitled to exercise any such options or other awards or equity participation rights until 12 months after the Date of Termination, but all performance-based vesting awards that have not, as of such date, vested shall be forfeited as of such date. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 2 contracts
Sources: Executive Employment Agreement (Avid Technology, Inc.), Executive Employment Agreement (Avid Technology Inc)
Without Cause or with Good Reason Other. than during a Potential Change-in-Control Period or After a Change-in-Control of the Company. If Executive’s employment with the Company terminates pursuant to Section 4.1.4 or Section 4.1.6, other than during a Potential Change-in-Control period or within twelve (12) months after a Change-in-Control of the Company, subject to the general release requirement in Section 4.5:
(i) Within unless otherwise required by law to be paid on a different date, within thirty (30) days following the Date of Termination, the Company shall pay Executive in a lump sum in cash the sum of (a) any accrued but unpaid Base Salary through the Date of Termination Termination, plus (b) the Annual Incentive Bonus for the fiscal year preceding the fiscal year in which the Date of Termination occurs, if earned and unpaid, plus (c) any accrued but unused vacation pay;
(ii) The the Company shall pay Executive, as severance pay, his Base Salary in effect as of the Date of Termination in accordance with Section 3.1 for twelve (12) months after the Date of Termination Termination; the first installment will be paid in accordance with the Company’s usual payroll practices beginning in the payroll period first beginning after the date the release of claims described in Section 4.5 becomes effective, provided however, if the sixty (60) day deadline described in Section 4.5 crosses into a subsequent tax year, no payment will be made before the “Severance Pay Period”)first business day of the subsequent tax year;
(iii) The the Company shall pay Executive the Annual Incentive Bonus for the year in which the Date of Termination occurred, in the amount of Executive’s Target Bonus multiplied by the applicable actual plan payout factor and pro rated by the number of months Executive was employed by the Company during the year of the Date of Termination; provided, however, that any individual performance component of such payout factor shall be determined by the Compensation Committee Chief Executive Officer (or if required by applicable laws, rules or regulations, including the rules of the Board of Directors as it deems appropriate under plan, by the circumstances in its sole discretionCompensation Committee); and provided further, that such Annual Incentive Bonus will be paid only if the Company pays bonuses, on account of the year in which the Date of Termination occurred, to executives Executive Officers who remain employed with the Company and will be paid in a lump sum on or about the date on which the Company pays bonuses to executives Executive Officers who remain employed with the CompanyCompany but, if at all, no later than December 31 of the year following the year in which the Date of Termination occurred;
(iv) If if Executive is eligible to receive and elects to continue receiving any group medical medical, dental and dental vision insurance coverage under COBRA, the Company shall reimburse the monthly COBRA premium in an amount equal to the portion of such premium that the Company pays on behalf of active and similarly situated employees receiving the same type of coverage until the earlier of (a) the end of the Severance Pay Period twelve (12) month period following the Date of Termination or (b) the date on which Executive becomes eligible to receive group medical medical, dental and dental vision insurance benefits from another employer that are substantially equivalent to those provided by the Company as of the Date of Termination (Executive agrees to notify the Company in writing promptly upon becoming eligible to receive such group medical medical, dental and dental vision insurance from another employer);
(v) The the Company shall provide Executive, at the Company’s sole cost, with executive outplacement assistance in accordance with the Company’s then-current executive outplacement program, provided that no outplacement benefits shall be provided after the end of the second first calendar year following the calendar year in which the Date of Termination occurs;
(vi) Notwithstanding notwithstanding any provision to the contrary in any Company stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan (including, without limitation, the agreements evidencing the Stock Option and the Restricted Stock Unit Grant)plan, any stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights or other equity participation rights held by Executive as of the Date of Termination shall become exercisable or vested, as the case may be, with respect to all time-based vesting awards as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the Date of Termination, but all performance-based vesting awards that have not vested as of the Date of Termination shall be forfeited as of such date except that if the Date of Termination takes place after December 31 of a calendar year during the Term but prior to the computation of ▇▇▇ with respect to such calendar year, a determination will be made as to the additional number of shares, if any, to be vested as a result of such ▇▇▇ computation, prior to the forfeiture of the remaining unvested shares; and
(viiivii) Executive shall be entitled to exercise any such options or other awards or equity participation rights until the earlier of (a) 12 months after the Date of TerminationTermination and (b) the expiration date, if any, of such options, other awards or equity participation rights, but all performance-based vesting awards that have not, not vested as of such date, vested the Date of Termination shall be forfeited as of such date. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 1 contract
Sources: Executive Employment Agreement (Avid Technology, Inc.)
Without Cause or with Good Reason Other. than during a Potential Change-in-Control Period or After a Change-in-Control of the Company. If Executive’s employment with the Company terminates pursuant to Section 4.1.4 or Section 4.1.6, other than during a Potential Change-in-Control period or within twelve (12) 12 months after a Change-in-Control of the Company, subject to Section 4.54.6:
(ia) Within thirty (30) within 30 days following the Date of Termination, the Company shall pay Executive in a lump sum in cash the sum of (ai) any accrued but unpaid Base Salary through the Date of Termination date Executive’s employment with the Company terminates, plus (bii) the Annual Incentive Bonus for the fiscal year preceding the fiscal year in which Executive’s employment with the Date of Termination occursCompany terminates, if earned and unpaid, plus (ciii) any accrued but unused vacation pay;
(iib) The the Company shall pay Executive, as severance pay, his Base Salary in effect as of the Date of Termination in accordance date Executive’s employment with Section 3.1 the Company terminates, for twelve (12) 12 months after the Date of Termination (the “Severance Pay Period”);
(iiic) The the Company shall pay Executive the Annual Incentive Bonus incentive compensation for the fiscal year in which the Date termination of Termination occurred, Executive’s employment with the Company occurs in the amount of Executive’s Target the Termination Bonus Amount (as defined above) multiplied by the applicable actual plan payout factor and pro rated by sum of One Hundred Percent (100%) plus the number of months Executive was employed by the Company during the year of the Date of Termination; provided, however, that any individual performance component of such payout factor shall be determined by the Compensation Committee of the Board of Directors as it deems appropriate under the circumstances in its sole discretion; and provided further, that such Annual Incentive Bonus will be paid only if the Company pays bonuses, on account of the year in which the Date of Termination occurred, to executives who remain employed with the Company and will be paid in a lump sum on or about the date on which the Company pays bonuses to executives who remain employed with the CompanyPro Ration Percentage;
(ivd) If if Executive is eligible to receive and elects to continue receiving any group medical and dental insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall reimburse the monthly COBRA premium (on a fully grossed up basis, if such reimbursement is taxable to Executive) in an amount equal to the portion of such premium that the Company pays on behalf of active and similarly situated employees receiving the same type of coverage until the earlier of (ax) the end of the Severance Pay Period or (by) the date on which Executive becomes eligible to receive group medical and dental insurance benefits from another employer that are substantially equivalent (including, without limitation, equivalent as to benefits, premium costs and co-pay amounts) to those provided by the Company as of the Date of Termination date Executive’s employment with the Company terminates (Executive agrees to notify the Company in writing promptly upon becoming eligible to receive such group medical and dental insurance from another employer);
(ve) The the Company shall provide Executive, at the Company’s sole cost, with full executive outplacement assistance in accordance with an agency selected by Executive (and reasonably satisfactory to the Company’s then-current executive outplacement program), provided that no outplacement benefits shall be provided after the end of the second calendar year following the calendar year in which the Date of Termination occurs;
(vif) Notwithstanding notwithstanding any provision to the contrary in any Company Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan (including, without limitation, the agreements evidencing the Stock Option and the Restricted Stock Unit Grant), any stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights or other equity participation rights held by Executive as of the Date of Termination date Executive’s employment with the Company terminates become exercisable or vested, as the case may be, with respect to all time-based vesting awards as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) 12 month period immediately following the Date of Terminationdate Executive’s employment with the Company terminates, but all performance-based vesting awards that have not vested as of the Date of Termination shall be forfeited as of such date except that if the Date of Termination takes place after December 31 of a calendar year during the Term but prior to the computation of ▇▇▇ with respect to such calendar year, a determination will be made as to the additional number of shares, if any, to be vested as a result of such ▇▇▇ computation, prior to the forfeiture of the remaining unvested shares; and
(viiig) Executive shall be entitled to exercise any such options or other awards or equity participation rights until 12 months after the Date of Terminationdate Executive’s employment with the Company terminates, but all performance-based vesting awards that have not, as of such datedate Executive’s employment with the Company terminates, vested shall be forfeited as of such date. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 1 contract
Sources: Executive Employment Agreement (Avid Technology Inc)
Without Cause or with Good Reason Other. than during a Potential Change-in-Control Period or After a Change-in-Control of the Company. If Executive’s employment with the Company terminates pursuant to Section 4.1.4 or Section 4.1.6, other than during a Potential Change-in-Control period or within twelve (12) 12 months after a Change-in-Control of the Company, subject to Section 4.54.6:
(ia) Within unless otherwise required by law to be paid on a different date, within thirty (30) days following the Date of Termination, the Company shall pay Executive in a lump sum in cash the sum of (ai) any accrued but unpaid Base Salary through the Date of Termination plus (bii) the Annual Incentive Bonus for the fiscal year preceding the fiscal year in which the Date of Termination occurs, if earned and unpaid, plus (ciii) any accrued but unused vacation pay;
(iib) The the Company shall pay Executive, as severance pay, his Base Salary in effect as of the Date of Termination in accordance with Section 3.1 Termination, for twelve (12) months after the Date of Termination Termination; the first installment will be paid in accordance with the Company’s usual payroll practices beginning in the payroll period first beginning after the date the release of claims described in Section 4.6 becomes effective, provided however, if the sixty (60) day deadline described in Section 4.6 crosses into a subsequent tax year, no payment will be made before the “Severance Pay Period”)first business day of the subsequent tax year;
(iiic) The Company shall pay Executive the Annual Incentive Bonus for the year in which the Date of Termination occurred, in the amount of Executive’s Target Bonus target award multiplied by the applicable actual plan payout factor and pro rated by the number of months Executive was employed by the Company during the year of the Date of Termination; provided, however, that any individual performance component of such payout factor shall be determined by the Compensation Committee of the Board of Directors as it deems appropriate under the circumstances in its sole discretion; and provided further, however that such Annual Incentive Bonus will be paid only if the Company pays bonuses, on account of the year in which the Date of Termination occurred, to executives who remain employed with the Company and will be paid in a lump sum on or about the date on which the Company pays bonuses to executives who remain employed with the CompanyCompany but, if at all, no later than December 31 of the year following the year in which the Date of Termination occurred;
(ivd) If Executive is eligible to receive and elects to continue receiving any group medical and dental insurance coverage under COBRA, the Company shall reimburse the monthly COBRA premium continue to provide Executive benefits in an amount equal to the portion of such premium that the Company pays on behalf of active and similarly situated employees receiving the same type of coverage accordance with Section 3.4 hereof until the earlier of (ax) the end of the Severance Pay Period twelve (12) month period following the Date of Termination or (by) the date on which Executive becomes eligible to receive group medical and dental insurance benefits from another employer that are substantially equivalent to those provided by the Company as of the Date of Termination (Executive agrees to notify the Company in writing promptly upon becoming eligible to receive such group medical and dental insurance from another employer);
(ve) The the Company shall provide Executive, at the Company’s sole cost, with full executive outplacement assistance in accordance with an agency selected by Executive (and reasonably satisfactory to the Company’s then-current executive outplacement program), provided that no outplacement benefits shall be provided after the end of the second calendar year following the calendar year in which the Date of Termination occurs;
(vif) Notwithstanding notwithstanding any provision to the contrary in any Company Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan (including, without limitation, the agreements evidencing the Stock Option and the Restricted Stock Unit Grant), any stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights or other equity participation rights held by Executive as of the Date of Termination become exercisable or vested, as the case may be, with respect to all time-based vesting awards as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) -month period immediately following the Date of Termination, but all performance-based vesting awards that have not vested as of the Date of Termination shall be forfeited as of such date except that if the Date of Termination takes place after December 31 of a calendar year during the Term but prior to the computation of ▇▇▇ with respect to such calendar year, a determination will be made as to the additional number of shares, if any, to be vested as a result of such ▇▇▇ computation, prior to the forfeiture of the remaining unvested sharesdate; and
(viiig) Executive shall be entitled to exercise any such options or other awards or equity participation rights until 12 months after the Date of Termination, but all performance-based vesting awards that have not, as of such date, vested shall be forfeited as of such date. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 1 contract
Sources: Executive Employment Agreement (Avid Technology, Inc.)
Without Cause or with Good Reason Other. than during a Potential Change-in-Control Period or After a Change-in-Control of the Company. If Executive’s employment with the Company terminates pursuant to Section 4.1.4 or Section 4.1.6, other than during a Potential Change-in-Control period or within twelve (12) 12 months after a Change-in-Control of the Company, subject to Section 4.54.6:
(ia) Within thirty (30) within 30 days following the Date of Termination, the Company shall pay Executive in a lump sum in cash the sum of (ai) any accrued but unpaid Base Salary through the Date of Termination plus (bii) the Annual Incentive Bonus for the fiscal year preceding the fiscal year in which the Date of Termination occurs, if earned and unpaid, plus (ciii) any accrued but unused vacation pay;
(iib) The the Company shall pay Executive, as severance pay, his her Base Salary in effect as of the Date of Termination in accordance with Section 3.1 Termination, for twelve (12) 12 months after the Date of Termination (the “Severance Pay Period”);
(iiic) The Company shall pay Executive the Annual Incentive Bonus for the year in which the Date of Termination occurred, in the amount of Executive’s Target Bonus target award multiplied by the applicable actual plan payout factor and pro rated by the number of months Executive was employed by the Company during the year of the Date of Termination; provided, however, that any individual performance component of such payout factor shall be determined by the Compensation Committee of the Board of Directors as it deems appropriate under the circumstances in its sole discretion; and provided further, however that such Annual Incentive Bonus will be paid only if the Company pays bonuses, on account of the year in which the Date of Termination occurred, to executives who remain employed with the Company and will be paid in a lump sum on or about the date on which the Company pays bonuses to executives who remain employed with the Company;
(ivd) If Executive is eligible to receive and elects to continue receiving any group medical and dental insurance coverage under COBRA, the Company shall reimburse the monthly COBRA premium continue to provide Executive benefits in an amount equal to the portion of such premium that the Company pays on behalf of active and similarly situated employees receiving the same type of coverage accordance with Section 3.4 hereof until the earlier of (ax) the end of the Severance Pay Period or (by) the date on which Executive becomes eligible to receive group medical and dental insurance benefits from another employer that are substantially equivalent to those provided by the Company as of the Date of Termination (Executive agrees to notify the Company in writing promptly upon becoming eligible to receive such group medical and dental insurance from another employer);
(ve) The the Company shall provide Executive, at the Company’s sole cost, with full executive outplacement assistance in accordance with an agency selected by Executive (and reasonably satisfactory to the Company’s then-current executive outplacement program), provided that no outplacement benefits shall be provided after the end of the second calendar year following the calendar year in which the Date of Termination occurs;
(vif) Notwithstanding notwithstanding any provision to the contrary in any Company Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan (including, without limitation, the agreements evidencing the Stock Option and the Restricted Stock Unit Grant), any stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights or other equity participation rights held by Executive as of the Date of Termination become exercisable or vested, as the case may be, with respect to all time-based vesting awards as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) -month period immediately following the Date of Termination, but all performance-based vesting awards that have not vested as of the Date of Termination shall be forfeited as of such date except that if the Date of Termination takes place after December 31 of a calendar year during the Term but prior to the computation of ▇▇▇ with respect to such calendar year, a determination will be made as to the additional number of shares, if any, to be vested as a result of such ▇▇▇ computation, prior to the forfeiture of the remaining unvested sharesdate; and
(viiig) Executive shall be entitled to exercise any such options or other awards or equity participation rights until 12 months after the Date of Termination, but all performance-based vesting awards that have not, as of such date, vested shall be forfeited as of such date. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 1 contract
Sources: Executive Employment Agreement (Avid Technology Inc)
Without Cause or with Good Reason Other. than during a Potential Change-in-Control Period or After a Change-in-Control of the Company. If Executive’s 's employment with the Company terminates pursuant to Section 4.1.4 or Section 4.1.6, other than during a Potential Change-in-Control period or within twelve (12) 12 months after a Change-in-Control of the Company, subject to Section 4.54.6:
(ia) Within unless otherwise required by law to be paid on a different date, within thirty (30) days following the Date of Termination, the Company shall pay Executive in a lump sum in cash the sum of (ai) any accrued but unpaid Base Salary through the Date of Termination date Executive's employment with the Company terminates, plus (bii) the Annual Incentive Bonus for the fiscal year preceding the fiscal year in which Executive's employment with the Date of Termination occursCompany terminates, if earned and unpaid, plus (ciii) any accrued but unused vacation pay;
(iib) The the Company shall pay Executive, as severance pay, his Base Salary in effect as of the Date of Termination in accordance date Executive's employment with Section 3.1 the Company terminates, for twelve (12) months after the Date of Termination Termination; the first installment will be paid in accordance with the Company's usual payroll practices beginning in the payroll period first beginning after the date the release of claims described in Section 4.6 becomes effective, provided however, if the sixty (60) day deadline described in Section 4.6 crosses into a subsequent tax year, no payment will be made before the “Severance Pay Period”)first business day of the subsequent tax year;
(iiic) The the Company shall pay Executive the Annual Incentive Bonus incentive compensation for the fiscal year in which the Date termination of Termination occurred, Executive's employment with the Company occurs in the amount of Executive’s Target the Termination Bonus Amount (as defined above) multiplied by the applicable actual plan payout factor and pro rated by sum of One Hundred Percent (100%) plus the number Pro Ration Percentage; such payment will be made within ten (10) business days after the release of months Executive was employed by claims described in Section 4.6 becomes effective, provided however, if the Company during sixty (60) day deadline described in Section 4.6 crosses into a subsequent tax year, no payment will be made before the year first business day of the Date of Termination; provided, however, that any individual performance component of such payout factor shall be determined by the Compensation Committee of the Board of Directors as it deems appropriate under the circumstances in its sole discretion; and provided further, that such Annual Incentive Bonus will be paid only if the Company pays bonuses, on account of the year in which the Date of Termination occurred, to executives who remain employed with the Company and will be paid in a lump sum on or about the date on which the Company pays bonuses to executives who remain employed with the Companysubsequent tax year;
(ivd) If if Executive is eligible to receive and elects to continue receiving any group medical and dental insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Company shall reimburse the monthly COBRA premium (on a fully grossed up basis, if such reimbursement is taxable to Executive) in an amount equal to the portion of such premium that the Company pays on behalf of active and similarly situated employees receiving the same type of coverage until the earlier of (ax) the end of the Severance Pay Period twelve (12) month period following the Date of Termination or (by) the date on which Executive becomes eligible to receive group medical and dental insurance benefits from another employer that are substantially equivalent (including, without limitation, equivalent as to benefits, premium costs and co-pay amounts) to those provided by the Company as of the Date of Termination date Executive's employment with the Company terminates (Executive agrees to notify the Company in writing promptly upon becoming eligible to receive such group medical and dental insurance from another employer);
(ve) The the Company shall provide Executive, at the Company’s 's sole cost, with full executive outplacement assistance in accordance with an agency selected by Executive (and reasonably satisfactory to the Company’s then-current executive outplacement program), provided that no outplacement benefits shall be provided after the end of the second calendar year following the calendar year in which the Date of Termination occurs;
(vif) Notwithstanding notwithstanding any provision to the contrary in any Company Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan (including, without limitation, the agreements evidencing the Stock Option and the Restricted Stock Unit Grant), any stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights or other equity participation rights held by Executive as of the Date of Termination date Executive's employment with the Company terminates become exercisable or vested, as the case may be, with respect to all time-based vesting awards as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) 12 month period immediately following the Date of Terminationdate Executive's employment with the Company terminates, but all performance-based vesting awards that have not vested as of the Date of Termination shall be forfeited as of such date except that if the Date of Termination takes place after December 31 of a calendar year during the Term but prior to the computation of ▇▇▇ with respect to such calendar year, a determination will be made as to the additional number of shares, if any, to be vested as a result of such ▇▇▇ computation, prior to the forfeiture of the remaining unvested shares; and
(viiig) Executive shall be entitled to exercise any such options or other awards or equity participation rights until 12 months after the Date of Terminationdate Executive's employment with the Company terminates, but all performance-based vesting awards that have not, as of such datedate Executive's employment with the Company terminates, vested shall be forfeited as of such date. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 1 contract
Sources: Executive Employment Agreement (Avid Technology, Inc.)
Without Cause or with Good Reason Other. than during a Potential Change-in-Control Period or After a Change-in-Control of the Company. If Executive’s employment with the Company terminates pursuant to Section 4.1.4 or Section 4.1.6, other than during a Potential Change-in-Control period or within twelve (12) 12 months after a Change-in-Control of the Company, subject to Section 4.54.6:
(ia) Within unless otherwise required by law to be paid on a different date, within thirty (30) days following the Date of Termination, the Company shall pay Executive in a lump sum in cash the sum of (ai) any accrued but unpaid Base Salary through the Date of Termination plus (bii) the Annual Incentive Bonus for the fiscal year preceding the fiscal year in which the Date of Termination occurs, if earned and unpaid, plus (ciii) any accrued but unused vacation pay;
(iib) The the Company shall pay Executive, as severance pay, his her Base Salary in effect as of the Date of Termination in accordance with Section 3.1 Termination, for twelve (12) months after the Date of Termination Termination; the first installment will be paid in accordance with the Company’s usual payroll practices beginning in the payroll period first beginning after the date the release of claims described in Section 4.6 becomes effective, provided however, if the sixty (60) day deadline described in Section 4.6 crosses into a subsequent tax year, no payment will be made before the “Severance Pay Period”)first business day of the subsequent tax year;
(iiic) The Company shall pay Executive the Annual Incentive Bonus for the year in which the Date of Termination occurred, in the amount of Executive’s Target Bonus target award multiplied by the applicable actual plan payout factor and pro rated by the number of months Executive was employed by the Company during the year of the Date of Termination; provided, however, that any individual performance component of such payout factor shall be determined by the Compensation Committee of the Board of Directors as it deems appropriate under the circumstances in its sole discretion; and provided further, however that such Annual Incentive Bonus will be paid only if the Company pays bonuses, on account of the year in which the Date of Termination occurred, to executives who remain employed with the Company and will be paid in a lump sum on or about the date on which the Company pays bonuses to executives who remain employed with the CompanyCompany but, if at all, no later than December 31 of the year following the year in which the Date of Termination occurred;
(ivd) If Executive is eligible to receive and elects to continue receiving any group medical and dental insurance coverage under COBRA, the Company shall reimburse the monthly COBRA premium continue to provide Executive benefits in an amount equal to the portion of such premium that the Company pays on behalf of active and similarly situated employees receiving the same type of coverage accordance with Section 3.4 hereof until the earlier of (ax) the end of the Severance Pay Period twelve (12) month period following the Date of Termination or (by) the date on which Executive becomes eligible to receive group medical and dental insurance benefits from another employer that are substantially equivalent to those provided by the Company as of the Date of Termination (Executive agrees to notify the Company in writing promptly upon becoming eligible to receive such group medical and dental insurance from another employer);
(ve) The the Company shall provide Executive, at the Company’s sole cost, with full executive outplacement assistance in accordance with an agency selected by Executive (and reasonably satisfactory to the Company’s then-current executive outplacement program), provided that no outplacement benefits shall be provided after the end of the second calendar year following the calendar year in which the Date of Termination occurs;
(vif) Notwithstanding notwithstanding any provision to the contrary in any Company Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan (including, without limitation, the agreements evidencing the Stock Option and the Restricted Stock Unit Grant), any stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights or other equity participation rights held by Executive as of the Date of Termination become exercisable or vested, as the case may be, with respect to all time-based vesting awards as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) -month period immediately following the Date of Termination, but all performance-based vesting awards that have not vested as of the Date of Termination shall be forfeited as of such date except that if the Date of Termination takes place after December 31 of a calendar year during the Term but prior to the computation of ▇▇▇ with respect to such calendar year, a determination will be made as to the additional number of shares, if any, to be vested as a result of such ▇▇▇ computation, prior to the forfeiture of the remaining unvested sharesdate; and
(viiig) Executive shall be entitled to exercise any such options or other awards or equity participation rights until 12 months after the Date of Termination, but all performance-based vesting awards that have not, as of such date, vested shall be forfeited as of such date. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 1 contract
Sources: Executive Employment Agreement (Avid Technology, Inc.)
Without Cause or with Good Reason Other. than during a Potential Change-in-Control Period or After a Change-in-Control of the Company. If Executive’s 's employment with the Company terminates pursuant to Section 4.1.4 or Section 4.1.6, other than during a Potential Change-in-Control period or within twelve (12) 12 months after a Change-in-Control of the Company, subject to Section 4.54.6:
a) unless otherwise required by law to be paid on a different date, within five (i) Within thirty (305) days following the Date of Termination, the Company shall pay Executive in a lump sum in cash the sum of (ai) any accrued but unpaid Base Salary through the Date of Termination date Executive's employment with the Company terminates, plus (bii) the Annual Incentive Bonus for the fiscal year preceding the fiscal year in which Executive's employment with the Date of Termination occursCompany terminates, if earned and unpaid, plus (ciii) any accrued but unused vacation pay;
(iib) The the Company shall pay Executive, as severance pay, an amount equal to his annual Base Salary in effect as of the Date of Termination in accordance with Section 3.1 for twelve (12) months after the Date of Termination (the “Severance Pay Period”);
(iii) The Company Termination. Such amount shall pay Executive the Annual Incentive Bonus for the year in which the Date of Termination occurred, in the amount of Executive’s Target Bonus multiplied by the applicable actual plan payout factor and pro rated by the number of months Executive was employed by the Company during the year of the Date of Termination; provided, however, that any individual performance component of such payout factor shall be determined by the Compensation Committee of the Board of Directors as it deems appropriate under the circumstances in its sole discretion; and provided further, that such Annual Incentive Bonus will be paid only if the Company pays bonuses, on account of the year in which the Date of Termination occurred, to executives who remain employed with the Company and will be paid in a lump sum on or about within five (5) days after the date on release of claims described in Section 4.6 becomes effective, provided however, that payment shall in any event be made no later than the last day of the "applicable 2½ month period" prescribed by Treas. Reg. § 1.409A-1(b)(4)(i);
c) the Company shall pay Executive incentive compensation for the fiscal year in which the Company pays bonuses to executives who remain employed termination of Executive's employment with the CompanyCompany occurs in the amount of the Termination Bonus Amount (as defined above) multiplied by the sum of One Hundred Percent (100%) plus the Pro-Ration Percentage; such payment will be made at the same time as the severance payment required by paragraph b), above;
(ivd) If if Executive is eligible to receive and elects to continue receiving any group medical and dental insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Company shall reimburse pay to Executive the monthly COBRA premium in an following amount equal to for each month that starts after the portion Date of such premium that Termination and on or before the Company pays on behalf of active and similarly situated employees receiving the same type of coverage until the earlier earliest of (ax) the end first anniversary of the Severance Pay Period Date of Termination, (y) the date Executive's coverage ends by reason of failure to pay the required premium or (bz) the date on which Executive becomes eligible to receive group medical and dental insurance benefits from another employer that are substantially equivalent (including, without limitation, equivalent as to benefits, premium costs and co-pay amounts) to those provided by the Company as of the Date of Termination Termination: 167 percent of the excess of (i) the total monthly premium for the coverage that Executive elects to receive over (ii) the monthly amount that the Company requires its Chief Executive Officer to pay for such coverage. Subject to Section 4.5 (Section 409A provisions), the payment for each month shall be made during such month. Executive agrees to notify the Company in writing promptly upon becoming eligible to receive such the group medical and dental insurance described in clause (z) of the immediately preceding sentence from another employer);
(ve) The the Company shall provide Executive, at the Company’s 's sole cost, with full executive outplacement assistance in accordance with an agency selected by Executive (and reasonably satisfactory to the Company’s then-current executive outplacement program), provided that no outplacement benefits shall be provided after the end of the second calendar year following the calendar year in which the Date of Termination occurs;
(vif) Notwithstanding notwithstanding any provision to the contrary in any Company stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan (including, without limitation, the agreements evidencing the Stock Option and the Restricted Stock Unit Grant), any stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights or other equity participation rights held by Executive as of the Date of Termination date Executive's employment with the Company terminates shall become exercisable or vested, as the case may be, with respect to all time-based vesting awards as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) 12 month period immediately following the Date of Termination, but all performance-based vesting awards that have not vested date Executive's employment with the Company terminates (as of if Executive had remained employed by the Date of Termination shall be forfeited as Company until the end of such date except that if the Date of Termination takes place after December 31 of a calendar year during the Term but prior to the computation of ▇▇▇ with respect to such calendar year12-month period), a determination will be made as to the additional number of shares, if any, to be vested as a result of such ▇▇▇ computation, prior to the forfeiture of the remaining unvested shares; and
(viiig) Executive shall be entitled to exercise any such options or other awards or equity participation rights until 12 months after the Date of Terminationdate Executive's employment with the Company terminates (but not after the latest expiration date prescribed by the applicable award agreement), but all performance-based vesting awards that have not, not vested as of such date, vested the end of the fiscal year in which Executive's employment with the Company terminates (determined based on actual performance) shall be forfeited as of such date. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 1 contract
Sources: Executive Employment Agreement (Avid Technology, Inc.)
Without Cause or with Good Reason Other. than during a Potential Change-in-Control Period or After a Change-in-Control of the Company. If Executive’s employment with the Company terminates pursuant to Section 4.1.4 or Section 4.1.6, other than during a Potential Change-in-Control period or within twelve (12) months after a Change-in-Control of the Company, subject to the general release requirement in Section 4.5:
(i) Within unless otherwise required by law to be paid on a different date, within thirty (30) days following the Date of Termination, the Company shall pay Executive in a lump sum in cash the sum of (a) any accrued but unpaid Base Salary through the Date of Termination Termination, plus (b) the Annual Incentive Bonus for the fiscal year preceding the fiscal year in which the Date of Termination occurs, if earned and unpaid, plus (c) any accrued but unused vacation pay;
(ii) The the Company shall pay Executive, as severance pay, his Base Salary in effect as of the Date of Termination in accordance with Section 3.1 for twelve (12) months after the Date of Termination Termination; the first installment will be paid in accordance with the Company’s usual payroll practices beginning in the payroll period first beginning after the date the release of claims described in Section 4.5 becomes effective, provided however, if the sixty (60) day deadline described in Section 4.5 crosses into a subsequent tax year, no payment will be made before the “Severance Pay Period”)first business day of the subsequent tax year;
(iii) The the Company shall pay Executive the Annual Incentive Bonus for the year in which the Date of Termination occurred, in the amount of Executive’s Target Bonus multiplied by the applicable actual plan payout factor and pro rated by the number of months Executive was employed by the Company during the year of the Date of Termination; provided, however, that any individual performance component of such payout factor shall be determined by the Compensation Committee Chief Executive Officer (or if required by applicable laws, rules or regulations, including the rules of the Board of Directors as it deems appropriate under plan, by the circumstances in its sole discretionCompensation Committee); and provided further, that such Annual Incentive Bonus will be paid only if the Company pays bonuses, on account of the year in which the Date of Termination occurred, to executives Executive Officers who remain employed with the Company and will be paid in a lump sum on or about the date on which the Company pays bonuses to executives Executive Officers who remain employed with the CompanyCompany but, if at all, no later than December 31 of the year following the year in which the Date of Termination occurred;
(iv) If if Executive is eligible to receive and elects to continue receiving any group medical medical, dental and dental vision insurance coverage under COBRA, the Company shall reimburse the monthly COBRA premium in an amount equal to the portion of such premium that the Company pays on behalf of active and similarly situated employees receiving the same type of coverage until the earlier of (a) the end of the Severance Pay Period twelve (12) month period following the Date of Termination or (b) the date on which Executive becomes eligible to receive group medical medical, dental and dental vision insurance benefits from another employer that are substantially equivalent to those provided by the Company as of the Date of Termination (Executive agrees to notify the Company in writing promptly upon becoming eligible to receive such group medical medical, dental and dental vision insurance from another employer);
(v) The the Company shall provide Executive, at the Company’s sole cost, with executive outplacement assistance in accordance with the Company’s then-current executive outplacement program, provided that no outplacement benefits shall be provided after the end of the second first calendar year following the calendar year in which the Date of Termination occurs;
(vi) Notwithstanding notwithstanding any provision to the contrary in any Company stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan (including, without limitation, the agreements evidencing the Stock Option and the Restricted Stock Unit Grant)plan, any stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights or other equity participation rights held by Executive as of the Date of Termination shall become exercisable or vested, as the case may be, with respect to all time-based vesting awards as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the Date of Termination, but all performance-based vesting awards that have not vested as of the Date of Termination shall be forfeited as of such date except that if the Date of Termination takes place after December 31 of a calendar year during the Term but prior to the computation of ▇▇▇ with respect to such calendar year, a determination will be made Return on Equity (as to defined in the additional number of shares, if any, to be vested as a result of such ▇▇▇ computation, prior to the forfeiture of the remaining unvested shares; and
(viii) Executive shall be entitled to exercise any such options or other awards or equity participation rights until 12 months after the Date of Termination, but all performance-based vesting awards that have not, as of such date, vested shall be forfeited as of such date. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.grant
Appears in 1 contract
Sources: Executive Employment Agreement (Avid Technology, Inc.)
Without Cause or with Good Reason Other. than during a Potential Change-in-Control Period or After a Change-in-Control of the Company. If Executive’s employment with the Company terminates pursuant to Section 4.1.4 or Section 4.1.6, other than during a Potential Change-in-Control period or within twelve (12) 12 months after a Change-in-Control of the Company, subject to Section 4.54.6:
(ia) Within thirty (30) within 30 days following the Date of Termination, the Company shall pay Executive in a lump sum in cash the sum of (ai) any accrued but unpaid Base Salary through the Date of Termination plus (bii) the Annual Incentive Bonus for the fiscal year preceding the fiscal year in which the Date of Termination occurs, if earned and unpaid, plus (ciii) any accrued but unused vacation pay;
(iib) The the Company shall pay Executive, as severance pay, his Base Salary in effect as of the Date of Termination in accordance with Section 3.1 Termination, for twelve (12) 12 months after the Date of Termination (the “Severance Pay Period”);
(iiic) The Company shall pay Executive the Annual Incentive Bonus for the year in which the Date of Termination occurred, in the amount of Executive’s Target Bonus target award multiplied by the applicable actual plan payout factor and pro rated by the number of months Executive was employed by the Company during the year of the Date of Termination; provided, however, that any individual performance component of such payout factor shall be determined by the Compensation Committee of the Board of Directors as it deems appropriate under the circumstances in its sole discretion; and provided further, however that such Annual Incentive Bonus will be paid only if the Company pays bonuses, on account of the year in which the Date of Termination occurred, to executives who remain employed with the Company and will be paid in a lump sum on or about the date on which the Company pays bonuses to executives who remain employed with the Company;
(ivd) If Executive is eligible to receive and elects to continue receiving any group medical and dental insurance coverage under COBRA, the Company shall reimburse the monthly COBRA premium continue to provide Executive benefits in an amount equal to the portion of such premium that the Company pays on behalf of active and similarly situated employees receiving the same type of coverage accordance with Section 3.4 hereof until the earlier of (ax) the end of the Severance Pay Period or (by) the date on which Executive becomes eligible to receive group medical and dental insurance benefits from another employer that are substantially equivalent to those provided by the Company as of the Date of Termination (Executive agrees to notify the Company in writing promptly upon becoming eligible to receive such group medical and dental insurance from another employer);
(ve) The the Company shall provide Executive, at the Company’s sole cost, with full executive outplacement assistance in accordance with an agency selected by Executive (and reasonably satisfactory to the Company’s then-current executive outplacement program), provided that no outplacement benefits shall be provided after the end of the second calendar year following the calendar year in which the Date of Termination occurs;
(vif) Notwithstanding notwithstanding any provision to the contrary in any Company Avid stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan (including, without limitation, the agreements evidencing the Stock Option and the Restricted Stock Unit Grant), any stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights or other equity participation rights held by Executive as of the Date of Termination become exercisable or vested, as the case may be, with respect to all time-based vesting awards as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) -month period immediately following the Date of Termination, but all performance-based vesting awards that have not vested as of the Date of Termination shall be forfeited as of such date except that if the Date of Termination takes place after December 31 of a calendar year during the Term but prior to the computation of ▇▇▇ with respect to such calendar year, a determination will be made as to the additional number of shares, if any, to be vested as a result of such ▇▇▇ computation, prior to the forfeiture of the remaining unvested sharesdate; and
(viiig) Executive shall be entitled to exercise any such options or other awards or equity participation rights until 12 months after the Date of Termination, but all performance-based vesting awards that have not, as of such date, vested shall be forfeited as of such date. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 1 contract
Sources: Executive Employment Agreement (Avid Technology Inc)
Without Cause or with Good Reason Other. than during a Potential Change-in-Control Period or After a Change-in-Control of the Company. If Executive’s employment with the Company terminates pursuant to Section 4.1.4 or Section 4.1.6, other than during a Potential Change-in-Control period or within twelve (12) months after a Change-in-Control of the Company, subject to Section 4.5:
(i) Within unless otherwise required by law to be paid on a different date, within thirty (30) days following the Date of Termination, the Company shall pay Executive in a lump sum in cash the sum of (a) any accrued but unpaid Base Salary through the Date of Termination plus (b) the Annual Incentive Bonus for the fiscal year preceding the fiscal year in which the Date of Termination occurs, if earned and unpaid, plus (c) any accrued but unused vacation pay;
(ii) The the Company shall pay Executive, as severance pay, his Base Salary in effect as of the Date of Termination in accordance with Section 3.1 for twelve (12) months after the Date of Termination the first installment will be paid in accordance with the Company’s usual payroll practices beginning in the payroll period first beginning after the date the release of claims described in Section 4.5 becomes effective, provided however, if the sixty (60) day deadline described in Section 4.5 crosses into a subsequent tax year, no payment will be made before the “Severance Pay Period”)first business day of the subsequent tax year;
(iii) The the Company shall pay Executive the Annual Incentive Bonus for the year in which the Date of Termination occurred, in the amount of Executive’s Target Bonus multiplied by the applicable actual plan payout factor and pro rated by the number of months Executive was employed by the Company during the year of the Date of Termination; provided, however, that any individual performance component of such payout factor shall be determined by the Compensation Committee of the Board of Directors as it deems appropriate under the circumstances in its sole discretion; and provided further, that such Annual Incentive Bonus will be paid only if the Company pays bonuses, on account of the year in which the Date of Termination occurred, to executives who remain employed with the Company and will be paid in a lump sum on or about the date on which the Company pays bonuses to executives who remain employed with the CompanyCompany but, if at all, no later than December 31 of the year following the year in which the Date of Termination occurred;
(iv) If if Executive is eligible to receive and elects to continue receiving any group medical and dental insurance coverage under COBRA, the Company shall reimburse the monthly COBRA premium in an amount equal to the portion of such premium that the Company pays on behalf of active and similarly situated employees receiving the same type of coverage until the earlier of (a) the end of the Severance Pay Period twelve (12) month period following the Date of Termination or (b) the date on which Executive becomes eligible to receive group medical and dental insurance benefits from another employer that are substantially equivalent to those provided by the Company as of the Date of Termination (Executive agrees to notify the Company in writing promptly upon becoming eligible to receive such group medical and dental insurance from another employer);
(v) The the Company shall provide Executive, at the Company’s sole cost, with executive outplacement assistance in accordance with the Company’s then-current executive outplacement program, provided that no outplacement benefits shall be provided after the end of the second calendar year following the calendar year in which the Date of Termination occurs;
(vi) Notwithstanding notwithstanding any provision to the contrary in any Company stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan (including, without limitation, the agreements evidencing the Stock Option and the Restricted Stock Unit Grant), any stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights or other equity participation rights held by Executive as of the Date of Termination become exercisable or vested, as the case may be, with respect to all time-based vesting awards as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the Date of Termination, but all performance-based vesting awards that have not vested as of the Date of Termination shall be forfeited as of such date except that if the Date of Termination takes place after December 31 of a calendar year during the Term but prior to the computation of ▇▇▇ with respect to such calendar year, a determination will be made as to the additional number of shares, if any, to be vested as a result of such ▇▇▇ computation, prior to the forfeiture of the remaining unvested shares; and
(viiivii) Executive shall be entitled to exercise any such options or other awards or equity participation rights until 12 months after the Date of Termination, but all performance-based vesting awards that have not, as of such date, vested shall be forfeited as of such date. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 1 contract
Without Cause or with Good Reason Other. than during a Potential Change-in-Control Period or After a Change-in-Control of the Company. If Executive’s employment with the Company terminates pursuant to Section 4.1.4 or Section 4.1.6, other than during a Potential Change-in-Control period or within twelve (12) months after a Change-in-Control of the Company, subject to the general release requirement in Section 4.5:
(i) Within unless otherwise required by law to be paid on a different date, within thirty (30) days following the Date of Termination, the Company shall pay Executive in a lump sum in cash the sum of (a) any accrued but unpaid Base Salary through the Date of Termination Termination, plus (b) the Annual Incentive Bonus for the fiscal year preceding the fiscal year in which the Date of Termination occurs, if earned and unpaid, plus (c) any accrued but unused vacation pay;
(ii) The the Company shall pay Executive, as severance pay, his her Base Salary in effect as of the Date of Termination in accordance with Section 3.1 for twelve (12) months after the Date of Termination Termination; the first installment will be paid in accordance with the Company’s usual payroll practices beginning in the payroll period first beginning after the date the release of claims described in Section 4.5 becomes effective, provided however, if the sixty (60) day deadline described in Section 4.5 crosses into a subsequent tax year, no payment will be made before the “Severance Pay Period”)first business day of the subsequent tax year;
(iii) The the Company shall pay Executive the Annual Incentive Bonus for the year in which the Date of Termination occurred, in the amount of Executive’s Target Bonus multiplied by the applicable actual plan payout factor and pro rated by the number of months Executive was employed by the Company during the year of the Date of Termination; provided, however, that any individual performance component of such payout factor shall be determined by the Compensation Committee of the Board of Directors or the Chief Executive Officer, as it or he deems appropriate under the circumstances in its or her sole discretion; and provided further, that such Annual Incentive Bonus will be paid only if the Company pays bonuses, on account of the year in which the Date of Termination occurred, to executives who remain employed with the Company and will be paid in a lump sum on or about the date on which the Company pays bonuses to executives who remain employed with the CompanyCompany but, if at all, no later than December 31 of the year following the year in which the Date of Termination occurred;
(iv) If if Executive is eligible to receive and elects to continue receiving any group medical medical, dental and dental vision insurance coverage under COBRA, the Company shall reimburse the monthly COBRA premium in an amount equal to the portion of such premium that the Company pays on behalf of active and similarly situated employees receiving the same type of coverage until the earlier of (a) the end of the Severance Pay Period twelve (12) month period following the Date of Termination or (b) the date on which Executive becomes eligible to receive group medical medical, dental and dental vision insurance benefits from another employer that are substantially equivalent to those provided by the Company as of the Date of Termination (Executive agrees to notify the Company in writing promptly upon becoming eligible to receive such group medical medical, dental and dental vision insurance from another employer);
(v) The the Company shall provide Executive, at the Company’s sole cost, with executive outplacement assistance in accordance with the Company’s then-current executive outplacement program, provided that no outplacement benefits shall be provided after the end of the second first calendar year following the calendar year in which the Date of Termination occurs;
(vi) Notwithstanding notwithstanding any provision to the contrary in any Company stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan (including, without limitation, the agreements evidencing the Stock Option and the Restricted Stock Unit Grantplan), any stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights or other equity participation rights held by Executive as of the Date of Termination become exercisable or vested, as the case may be, with respect to all time-based vesting awards as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the Date of Termination, but all performance-based vesting awards that have not vested as of the Date of Termination shall be forfeited as of such date except that if the Date of Termination takes place after December 31 of a calendar year during the Term but prior to the computation of ▇▇▇ with respect to such calendar year, a determination will be made as to the additional number of shares, if any, to be vested as a result of such ▇▇▇ computation, prior to the forfeiture of the remaining unvested shares; and
(viiivii) Executive shall be entitled to exercise any such options or other awards or equity participation rights until the earlier of (a) 12 months after the Date of TerminationTermination and (b) the expiration date, if any, of such options, other awards or equity participation rights, but all performance-based vesting awards that have not, not vested as of such date, vested the Date of Termination shall be forfeited as of such date. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 1 contract
Sources: Executive Employment Agreement (Avid Technology, Inc.)
Without Cause or with Good Reason Other. than during a Potential Change-in-Control Period or After a Change-in-Control of the Company. If Executive’s employment with the Company terminates pursuant to Section 4.1.4 or Section 4.1.6, other than during a Potential Change-in-Control period or within twelve (12) 12 months after a Change-in-Control of the Company, subject to Section 4.54.6:
a) unless otherwise required by law to be paid on a different date, within five (i) Within thirty (305) days following the Date of Termination, the Company shall pay Executive in a lump sum in cash the sum of (ai) any accrued but unpaid Base Salary through the Date of Termination date Executive’s employment with the Company terminates, plus (bii) the Annual Incentive Bonus for the fiscal year preceding the fiscal year in which Executive’s employment with the Date of Termination occursCompany terminates, if earned and unpaid, plus (ciii) any accrued but unused vacation pay;
(iib) The the Company shall pay Executive, as severance pay, an amount equal to his annual Base Salary in effect as of the Date of Termination in accordance with Section 3.1 for twelve (12) months after the Date of Termination (the “Severance Pay Period”);
(iii) The Company Termination. Such amount shall pay Executive the Annual Incentive Bonus for the year in which the Date of Termination occurred, in the amount of Executive’s Target Bonus multiplied by the applicable actual plan payout factor and pro rated by the number of months Executive was employed by the Company during the year of the Date of Termination; provided, however, that any individual performance component of such payout factor shall be determined by the Compensation Committee of the Board of Directors as it deems appropriate under the circumstances in its sole discretion; and provided further, that such Annual Incentive Bonus will be paid only if the Company pays bonuses, on account of the year in which the Date of Termination occurred, to executives who remain employed with the Company and will be paid in a lump sum on or about within five (5) days after the date on release of claims described in Section 4.6 becomes effective, provided however, that payment shall in any event be made no later than the last day of the “applicable 2½ month period” prescribed by Treas. Reg. § 1.409A-1(b)(4)(i);
c) the Company shall pay Executive incentive compensation for the fiscal year in which the Company pays bonuses to executives who remain employed termination of Executive’s employment with the CompanyCompany occurs in the amount of the Termination Bonus Amount (as defined above) multiplied by the sum of One Hundred Percent (100%) plus the Pro Ration Percentage; such payment will be made at the same time as the severance payment required by paragraph b), above;
(ivd) If if Executive is eligible to receive and elects to continue receiving any group medical and dental insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall reimburse pay to Executive the monthly COBRA premium in an following amount equal to for each month that starts after the portion Date of such premium that Termination and on or before the Company pays on behalf of active and similarly situated employees receiving the same type of coverage until the earlier earliest of (ax) the end first anniversary of the Severance Pay Period Date of Termination, (y) the date Executive’s coverage ends by reason of failure to pay the required premium or (bz) the date on which Executive becomes eligible to receive group medical and dental insurance benefits from another employer that are substantially equivalent (including, without limitation, equivalent as to benefits, premium costs and co-pay amounts) to those provided by the Company as of the Date of Termination Termination: 167 percent of the excess of (i) the total monthly premium for the coverage that Executive elects to receive over (ii) the monthly amount that the Company requires its Chief Executive Officer to pay for such coverage. Subject to Section 4.5 (Section 409A provisions), the payment for each month shall be made during such month. Executive agrees to notify the Company in writing promptly upon becoming eligible to receive such the group medical and dental insurance described in clause (z) of the immediately preceding sentence from another employer);
(ve) The the Company shall provide Executive, at the Company’s sole cost, with full executive outplacement assistance in accordance with an agency selected by Executive (and reasonably satisfactory to the Company’s then-current executive outplacement program), provided that no outplacement benefits shall be provided after the end of the second calendar year following the calendar year in which the Date of Termination occurs;
(vif) Notwithstanding notwithstanding any provision to the contrary in any Company stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan (including, without limitation, the agreements evidencing the Stock Option and the Restricted Stock Unit Grant), any stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights or other equity participation rights held by Executive as of the Date of Termination date Executive’s employment with the Company terminates shall become exercisable or vested, as the case may be, with respect to all time-based vesting awards as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) 12 month period immediately following the Date of Termination, but all performance-based vesting awards that have not vested date Executive’s employment with the Company terminates (as of if Executive had remained employed by the Date of Termination shall be forfeited as Company until the end of such date except that if the Date of Termination takes place after December 31 of a calendar year during the Term but prior to the computation of ▇▇▇ with respect to such calendar year12-month period), a determination will be made as to the additional number of shares, if any, to be vested as a result of such ▇▇▇ computation, prior to the forfeiture of the remaining unvested shares; and
(viiig) Executive shall be entitled to exercise any such options or other awards or equity participation rights until 12 months after the Date of Terminationdate Executive’s employment with the Company terminates (but not after the latest expiration date prescribed by the applicable award agreement), but all performance-based vesting awards that have not, not vested as of such date, vested the end of the fiscal year in which Executive’s employment with the Company terminates (determined based on actual performance) shall be forfeited as of such date. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 1 contract
Sources: Executive Employment Agreement (Avid Technology, Inc.)
Without Cause or with Good Reason Other. than during a Potential Change-in-Control Period or After a Change-in-Control of the Company. If Executive’s employment with the Company terminates pursuant to Section 4.1.4 or Section 4.1.6, other than during a Potential Change-in-Control period or within twelve (12) months after a Change-in-Control of the Company, subject to the general release requirement in Section 4.5:
(i) Within unless otherwise required by law to be paid on a different date, within thirty (30) days following the Date of Termination, the Company shall pay Executive in a lump sum in cash the sum of (a) any accrued but unpaid Base Salary through the Date of Termination plus (b) the Annual Incentive Bonus for the fiscal year preceding the fiscal year in which the Date of Termination occurs, if earned and unpaid, plus (c) any accrued but unused vacation pay;
(ii) The the Company shall pay Executive, as severance pay, his Base Salary in effect as of the Date of Termination in accordance with Section 3.1 for twelve (12) months after the Date of Termination Termination; the first installment will be paid in accordance with the Company’s usual payroll practices beginning in the payroll period first beginning after the date the release of claims described in Section 4.5 becomes effective, provided however, if the sixty (60) day deadline described in Section 4.5 crosses into a subsequent tax year, no payment will be made before the “Severance Pay Period”)first business day of the subsequent tax year;
(iii) The the Company shall pay Executive the Annual Incentive Bonus for the year in which the Date of Termination occurred, in the amount of Executive’s Target Bonus multiplied by the applicable actual plan payout factor and pro rated by the number of months Executive was employed by the Company during the year of the Date of Termination; provided, however, that any individual performance component of such payout factor shall be determined by the Compensation Committee of the Board of Directors or the Chief Executive Officer, as it or he deems appropriate under the circumstances in its or his sole discretion; and provided further, that such Annual Incentive Bonus will be paid only if the Company pays bonuses, on account of the year in which the Date of Termination occurred, to executives who remain employed with the Company and will be paid in a lump sum on or about the date on which the Company pays bonuses to executives who remain employed with the CompanyCompany but, if at all, no later than December 31 of the year following the year in which the Date of Termination occurred;
(iv) If if Executive is eligible to receive and elects to continue receiving any group medical medical, dental and dental vision insurance coverage under COBRA, the Company shall reimburse the monthly COBRA premium in an amount equal to the portion of such premium that the Company pays on behalf of active and similarly situated employees receiving the same type of coverage until the earlier of (a) the end of the Severance Pay Period twelve (12) month period following the Date of Termination or (b) the date on which Executive becomes eligible to receive group medical medical, dental and dental vision insurance benefits from another employer that are substantially equivalent to those provided by the Company as of the Date of Termination (Executive agrees to notify the Company in writing promptly upon becoming eligible to receive such group medical medical, dental and dental vision insurance from another employer);
(v) The the Company shall provide Executive, at the Company’s sole cost, with executive outplacement assistance in accordance with the Company’s then-current executive outplacement program, provided that no outplacement benefits shall be provided after the end of the second first calendar year following the calendar year in which the Date of Termination occurs;
(vi) Notwithstanding notwithstanding any provision to the contrary in any Company stock plan, or under the terms of any grant, award agreement or form for exercising any right under any such plan (including, without limitation, the agreements evidencing the Stock Option and the Restricted Stock Unit Grant), any stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights or other equity participation rights held by Executive as of the Date of Termination become exercisable or vested, as the case may be, with respect to all time-based vesting awards as to an additional number of shares equal to the number that would have been exercisable or vested as of the end of the twelve (12) month period immediately following the Date of Termination, but all performance-based vesting awards that have not vested as of the Date of Termination shall be forfeited as of such date except that if the Date of Termination takes place after December 31 of a calendar year during the Term but prior to the computation of ▇▇▇ with respect to such calendar year, a determination will be made as to the additional number of shares, if any, to be vested as a result of such ▇▇▇ computation, prior to the forfeiture of the remaining unvested shares; and
(viii) Executive shall be entitled to exercise any such options or other awards or equity participation rights until the earlier of (a) 12 months after the Date of TerminationTermination and (b) the expiration date, if any, of such options, other awards or equity participation rights, but all performance-based vesting awards that have not, not vested as of such date, vested the Date of Termination shall be forfeited as of such date. No other payments or benefits shall be due under this Agreement to Executive, but Executive shall be entitled to any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 1 contract
Sources: Executive Employment Agreement (Avid Technology, Inc.)