Additional Payments and Benefits. The Executive shall also be entitled to receive:
(i) a lump-sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid base salary through the date of Separation from Service, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to any Company annual incentive compensation plans, (C) the pro rata portion of 100% of the Executive’s then-current target bonus (as previously established by the Compensation Committee) (the “Target Bonus”), calculated through the date of the Qualifying Event, and (D) an amount equal to any accrued vacation pay, in each case in full satisfaction of the Executive’s rights thereto;
(ii) a lump-sum cash payment equal to the excess of (A) the present value of the payments that the Executive would be entitled to receive under the Supplemental Retirement Plans in which the Executive is eligible to participate immediately prior to the Qualifying Event, assuming that the Executive receives (1) additional service credit for purposes of eligibility, vesting and benefit accrual under such Supplemental Retirement Plans, to the extent applicable, with respect to the number of months equal to the Benefit Continuation Period and (2) additional age credit under such Supplemental Retirement Plans with respect to the number of months equal to the Benefit Continuation Period solely to the extent applicable for purposes of calculating any early retirement reduction (in each case, calculated using the assumptions set forth under such Supplemental Retirement Plans) over (B) the present value of the payments that the Executive would be entitled to receive under such Supplemental Retirement Plans absent the additional service and age credit credited pursuant to Sections 4(b)(ii)(A)(1) and (2);
(iii) continued medical, dental, vision and life insurance coverage (excluding accident, death and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect immediately prior to the Change in Control or the Qualifying Termination, whichever is deemed to provide for more substantial benefits, during the Benefit Continuation Period; provided that the amount of benefits the Executive receives in any one year shall not affect the amount of benefits he may receive in any subsequent year; and
(iv) all other accrued or vested benefits and any c...
Additional Payments and Benefits. The Executive shall also be entitled to:
(i) a lump sum cash payment equal to the sum of (A) the Executive's accrued but unpaid annual base salary through the date of Termination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to the Company's annual incentive compensation plan, plus the pro rata portion of (I) the Bonus or (II) if payable, the target bonus to be paid for the year in which the date of Termination occurs, in either case (calculated through the date of Termination), and (C) an amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case, in full satisfaction of Executive's rights thereto; and
(ii) an annual benefit under the Company's Amended and Restated Supplemental Executive Retirement Plan (the "SERP"), calculated based on the Executive's actual full years of service (but in no event less than 5 years of service or more than 10 years of service), unreduced for early retirement thereunder; and
(iii) continued medical, dental, vision, and life insurance coverage (excluding accident, death, and disability insurance) for the Executive and the Executive's eligible dependents pursuant to the terms of the Company's Key Man Supplemental Medical Plan, on the same basis as in effect prior to the Change in Control or the Executive's Termination, whichever is deemed to provide for more substantial benefits; and
(iv) all other accrued or vested benefits in accordance with the terms of the applicable plan (with an offset for any amounts paid under Section 4(b)(i)(C), above). All lump sum payments under this Section 4 shall be paid within 10 business days after Executive's date of Termination; provided, however, that with respect to the SERP benefit set forth in Section 4(b)(ii), above, unless the Executive, during the ten day period after the Company signs any agreement that would, upon the consummation of the transactions contemplated therein, result in a Change in Control, elects to receive a lump sum payment equal to the present value of his SERP benefit (as calculated in Section 4(b)(ii) and otherwise in accordance with Exhibit A, as attached hereto), the Executive shall be entitled to receive the SERP benefit in installment payments (payable in accordance with the terms of the SERP), beginning upon the later to occur of (i) the date on which the Executive achieves age 55 and (ii) the date on which Executive's employment terminat...
Additional Payments and Benefits. Executive shall be entitled to the amounts and benefits set forth on Exhibit A, subject to the terms and conditions thereof.
Additional Payments and Benefits. The Executive shall also be entitled to:
(i) a lump sum cash payment equal to the sum of (A) the Executive’s accrued but unpaid annual base salary through the date of Termination, (B) the unpaid portion, if any, of bonuses previously earned by the Executive pursuant to the Company’s annual incentive compensation plan, plus the pro rata portion of (I) the Bonus or (II) if payable, the target bonus to be paid for the year in which the date of Termination occurs, in either case (calculated through the date of Termination), and (C) an amount, if any, equal to compensation previously deferred (excluding any qualified plan deferral) and any accrued vacation pay, in each case, in full satisfaction of Executive’s rights thereto; and
(ii) an annual benefit under the Company’s Amended and Restated Supplemental Executive Retirement Plan (the “SERP”), calculated based on the Executive’s actual full years of service (but in no event less than 5 years of service), unreduced for early retirement thereunder; provided, however, that if the Executive has attained 8 1/3 actual years of service or more, his annual benefit pursuant to this Section 4(b)(ii) shall be calculated based on 8 1/3 years of service, unreduced for early retirement under the SERP; and provided, further, that nothing in this Section 4(b)(ii) shall entitle the Executive, if he did not previously participate in the SERP, to participate in the SERP absent the occurrence of the contemplated Change in Control; and provided, further, that the Executive’s benefit pursuant to this Section 4(b)(ii), if payable, shall be in lieu of any amount payable to him pursuant to the Company’s Top Hat Restoration Plan; and
(iii) unless otherwise provided under the Key Employee Supplemental Medical Plan, continued medical, dental, vision, and life insurance coverage (excluding accident, death, and disability insurance) for the Executive and the Executive’s eligible dependents or, to the extent such coverage is not commercially available, such other arrangements reasonably acceptable to the Executive, on the same basis as in effect prior to the Change in Control or the Executive’s Termination, whichever is deemed to provide for more substantial benefits, for a period ending on the earlier of (A) the end of the second anniversary of the date of the Executive’s Termination and (B) the commencement of comparable coverage by the Executive with a subsequent employer. The amount of benefits the Executive receives hereunder in any on...
Additional Payments and Benefits. The Executive shall also be entitled to receive:
Additional Payments and Benefits. (a) Provided that the Executive has not revoked the general release contained in Section 5 hereof and has not materially breached the provisions of Section 7, 8, 9(a) or 10 hereof (in all cases, to the extent curable, after taking into consideration any applicable cure period), the Company shall make the payments and provide the benefits set forth in this Section 3(a).
(i) During the period commencing as of the date next following the Effective Date and ending October 31, 2005 (the "Severance Period"), the Company shall pay to the Executive, in accordance with the Company's regular payroll practices, amounts equal to the Executive's base salary in effect immediately prior to the Effective Date, at an annual rate of $312,000 per year, as adjusted each April 1st in accordance with increases in the Consumer Price Index from the previous calendar year for All Urban Consumers for the U.S. City Average for All Items, 1982-84=100.
(ii) Notwithstanding the death, retirement, resignation, or termination of employment contemplated hereby, each stock option granted to the Executive to purchase shares of common stock, par value $.01, of Tupperware ("Tupperware Common Stock") pursuant to the Tupperware Corporation 1996 Incentive Plan, the Tupperware Corporation 2000 Incentive Plan, the Tupperware Corporation 2002 Incentive Plan or any other stock option plan adopted by Tupperware (each, a "Tupperware Plan") shall:
(A) to the extent vested as of the Effective Date, be exercisable and remain vested, non-forfeitable, and exercisable until the date that is six years following the Effective Date, in accordance with the terms of the stock option agreement relating thereto and the applicable Tupperware Plan (to the extent not inconsistent with the terms of this Agreement), (a) by the Executive; (b) upon the death of the Executive, by the executor, administrator or personal representative of the Executive; or (c) upon the legal incapacity of the Executive, by the legal representative of the Executive; and
(B) to the extent not fully vested as of the Effective Date, continue to vest in accordance with the vesting schedule contained in the applicable stock option agreement as if the Executive were still employed by Tupperware, become non-forfeitable and exercisable when vested and thereafter remain vested, non-forfeitable, and exercisable until the date that is six years following the Effective Date, in accordance with the terms of the stock option agreement relating thereto and...
Additional Payments and Benefits. All capitalized terms used but not defined in this Schedule 2 have the meanings given to them elsewhere in the Agreement.
Additional Payments and Benefits. This Section 2(c) shall apply to the extent any benefits due to the Executive under Section 2(a) were limited or reduced due to the requirements of Section 2(b) above.
(i) Any benefit or payment otherwise due under Sections 2(a)(i), (ii) or (iv), which was limited or reduced due to the requirements of Section 2(b), shall be paid to the Executive on the later of the payment date specified under Section 2(a) or the first day of the seventh month following the Termination Date.
(ii) To the extent Executive received benefits under Section 2(a)(iii) above, which were limited due to the application of Section 2(a)(iii)(C), the Company’s (or Successor’s) obligation to provide access to medical and/or dental coverage shall continue until the earlier of the dates provided in Section 2(a)(iii)(A) or (B) and the following additional provisions will apply:
(A) Executive shall pay the full premiums or costs, as determined by the Company, for such coverage to the Company on an after-tax basis, and
(B) The Company (or Successor) shall pay to Executive, on a monthly basis, an additional cash amount equal to the monthly COBRA rate in effect for such coverage at Executive’s Termination Date.
Additional Payments and Benefits. Provided that the Executive has not revoked the release contained in Section 9 hereof, and provided further that the Executive complies with Section 7 hereof, the Company shall make the payments and provide the benefits set forth in this Section 3:
(a) During the period commencing on the day next following the Retirement Date and ending one year following the Retirement Date, the Company shall pay to the Executive amounts which in the aggregate are equal to the Executive’s current annual base salary of $285,000 per year, payable in accordance with the Company’s regular payroll practices as then in effect;
(b) Each of following options to purchase shares of the Company’s Common Stock granted to the Executive which shall be outstanding on the Retirement Date shall expire at the close of business on the Retirement Date without further action by the Executive or the Company and the Company shall pay to the Executive within thirty days following the Retirement Date a aggregate cash amount of $100,000 in consideration thereof: June 19, 1996 $ 1.57 168,750 June 22, 1999 $ 1.49 302,520.6 Each of the following options to purchase shares of the Company’s Common Stock granted to the Executive which shall be outstanding on the Retirement Date shall expire at the close of business on the Retirement Date without further action by the Executive or the Company and no payment shall be made by the Company to the Executive in respect thereof: June 30, 1997 $ 2.63 112,500 June 25, 1998 $ 3.59 50,000 June 28, 2000 $ 5.44 50,000 February 5, 2001 $ 3.72 50,000
(d) The health insurance benefits currently being provided to the Executive by the Company shall continue to be provided to the Executive by the Company during the period commencing on the Retirement Date and ending one year following the Retirement Date, subject to any modifications thereto applicable to active employees of the Company. During such period, the Company shall deduct from amounts payable to the Executive amounts equal to the amounts that would have been payable by the Executive for such coverage, and at the times such amounts would have been payable, if the Executive had continued as an active employee of the Company.
Additional Payments and Benefits. Provided that the Executive has not revoked the release contained in Section 9 hereof, and provided further that the Executive complies with Section 7 hereof, the Company shall make the payments and provide the benefits set forth in this Section 3:
(a) During the period commencing on the day next following the Resignation Date and ending two years following the Resignation Date, the Company shall pay to the Executive $210,000 per year, payable in accordance with the Company’s regular payroll practices as then in effect. Upon a Change of Control, as defined in the Employment Agreement, or upon liquidation of the Company, any unpaid portion of remainder of the $420,000 in severance pay set forth above shall be paid by Company to Executive in one lump sum. No bonuses of any kind will be paid to Executive from or after the Resignation Date;
(b) The health insurance benefits currently being provided to the Executive by the Company shall continue to be provided to the Executive by the Company during the period commencing on the Resignation Date and ending two years following the Resignation Date, subject to any modifications thereto applicable to active employees of the Company. During such period, the Company shall deduct from amounts payable to the Executive amounts equal to the amounts that would have been payable by the Executive for such coverage, and at the times such amounts would have been payable, if the Executive had continued as an active employee of the Company;
(c) From and after the Resignation Date, upon any request by Executive, Company shall provide Executive with a favorable employment recommendation;
(d) Subject to Company confidentiality and disclosure policies, Company will forward Executive’s e-mail to an e-mail address of Executive’s choice and provide Company voicemail for a period of two years from the Resignation Date;
(e) Company will arrange and pay for the commercial transport of Executive’s personal belongings from the Company’s corporate apartment in Chicago, Illinois to Executive’s home.
(f) For a period of seventeen months from the Resignation Date, Executive may retain and continue using the American Airlines airpass issued to Company in Executive’s name, subject to a cap of $30,000 in airpass expenditures by Executive during this timeframe; and
(g) Effective as of the Resignation Date, Company hereby transfers to Executive the ownership of Executive’s laptop personal computer. Furthermore, the Company agrees to provide technica...
