After a Change in Control. (a) From and after the date of a Change in Control during the term of this Agreement, neither the Company nor the Apogee Entity then employing Executive shall terminate Executive from employment with the Company or any Apogee Entity except as provided in this Section 2(ii) or as a result of Executive's Disability (as defined in Section 3(iv) hereof) or his death. (b) From and after the date of a Change in Control during the term of this Agreement, the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive from employment with the Apogee Entities at any time during the term of this Agreement for Cause, by written notice to Executive, specifying the particulars of the conduct of Executive forming the basis for such termination, such notice to be effective on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice. (c) From and after the date of a Change in Control during the term of this Agreement: (I) the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive's employment without Cause, at any time; and (II) Executive shall, upon the occurrence of such a termination by the Company or such other Apogee Entity without Cause, or upon the voluntary termination of Executive's employment by Executive for Good Reason (as defined in Section 3(ii) hereof), or upon Executive's voluntary termination of his employment with the Company or such other Apogee Entity for any reason during the 30-consecutive-day period commencing on the first anniversary of the date on which the Change in Control shall have occurred and ending on the 30th day immediately following the first anniversary on which the Change in Control occurs, be entitled to receive the benefits provided in Section 4 hereof. Executive shall evidence a voluntary termination for Good Reason by written notice to the Company given within 60 days after the date of the occurrence of any event that Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify Executive and set forth in reasonable detail the facts and circumstances claimed by Executive to constitute Good Reason.
Appears in 2 contracts
Samples: Severance Agreement (Apogee Enterprises Inc), Severance Agreement (Apogee Enterprises Inc)
After a Change in Control. If Executive terminates his employment with Good Reason or Company terminates Executive’s employment without Cause (aand not due to Executive’s death or Disability) From and after the date of within twelve (12) months following a Change in Control during (as defined below), then in addition to any compensation or benefits to which Executive may be entitled through the term Date of this Agreement, neither the Company nor the Apogee Entity then employing Executive shall terminate Executive from employment with the Company or any Apogee Entity except as provided in this Section 2(ii) or as a result of Executive's Disability Termination (as defined in Section 3(iv5(f) hereofand payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, and in lieu of the Without Cause Separation Package or Good Reason Separation Package to which Executive would otherwise be entitled pursuant to Section 5(d)(i) or his death.
Section 5(a)(ii), (bA) From and Company shall pay Executive (x) a lump sum equal to two times Executive’s Base Compensation, payable on Company’s first regular pay date that is on or after the date 60th day following the Date of a Change Termination and (y) an amount equal to two times the Target Bonus for the calendar year in Control during which the term Date of this AgreementTermination occurs, the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive from employment payable in four substantially equal installments with the Apogee Entities at any time during first such installment paid on Company’s first regular pay date that is on or after the term 60th day following the Date of this Agreement for Cause, by written notice to Executive, specifying Termination and the particulars three remaining installments paid in each of the conduct three calendar quarters immediately following the calendar quarter that includes the Date of Executive forming Termination and (B) for the basis for such termination, such notice to be effective period beginning on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice.
(c) From and after the date Date of a Change in Control during the term of this Agreement: (I) the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive's employment without Cause, at any time; and (II) Executive shall, upon the occurrence of such a termination by the Company or such other Apogee Entity without Cause, or upon the voluntary termination of Executive's employment by Executive for Good Reason (as defined in Section 3(ii) hereof), or upon Executive's voluntary termination of his employment with the Company or such other Apogee Entity for any reason during the 30-consecutive-day period commencing on the first anniversary of the date on which the Change in Control shall have occurred Termination and ending on the 30th day immediately following date that is 18 months after the first anniversary on which Date of Termination, Company shall reimburse Executive for the Change COBRA Premium; provided, however, that in Control occurs, be entitled order to receive a COBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, pay the benefits provided in Section 4 hereof. Executive applicable COBRA Premium and provide Company with evidence satisfactory to Company of Executive’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall evidence a voluntary termination for Good Reason by written notice be payable if such reimbursement could reasonably be expected to subject Company or any member of the Company given within 60 days after the date Group to sanctions imposed pursuant to Section 2716 of the occurrence PHSA. Each COBRA Premium reimbursement shall be provided to Executive by Company within 30 days of any event that Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify Executive and set forth in reasonable detail the facts and circumstances claimed by Executive to constitute Good Reason.its
Appears in 2 contracts
Samples: Executive Employment Agreement (Quintana Energy Services Inc.), Executive Employment Agreement (Quintana Energy Services Inc.)
After a Change in Control. If Executive terminates his employment with Good Reason or Company terminates Executive’s employment without Cause (aand not due to Executive’s death or Disability) From and after the date of within twelve (12) months following a Change in Control during the term of this Agreement, neither the Company nor the Apogee Entity then employing Executive shall terminate Executive from employment with the Company or any Apogee Entity except as provided in this Section 2(ii) or as a result of Executive's Disability (as defined below), then in Section 3(iv) hereof) or his death.
addition to accrued but unpaid Base Compensation for services provided through the Date of Termination (b) From and after the date of a Change in Control during the term of this Agreement, the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive from employment with the Apogee Entities at any time during the term of this Agreement for Cause, by written notice to Executive, specifying the particulars of the conduct of Executive forming the basis for such termination, such notice to be effective on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice.
(c) From and after the date of a Change in Control during the term of this Agreement: (I) the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive's employment without Cause, at any time; and (II) Executive shall, upon the occurrence of such a termination by the Company or such other Apogee Entity without Cause, or upon the voluntary termination of Executive's employment by Executive for Good Reason (as defined in Section 3(ii5(f) hereofbelow), the pro-rata value of Executive’s Target Bonus for the current calendar year through the Date of Termination (for 2020, based on the number of days served between May 1, 2020 through the Date of Termination divided by 245), and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, and in lieu of the Without Cause Separation Package or upon Good Reason Separation Package to which Executive would otherwise be entitled pursuant to Section 5(d)(i) or Section 5(a)(ii), (A) Company shall pay Executive (x) a lump sum equal to two times Executive's voluntary termination ’s Base Compensation, payable on Company’s first regular pay date that is on or after the 60th day following the Date of his employment Termination and (y) an amount equal to two times the Target Bonus for the calendar year in which the Date of Termination occurs, payable in four substantially equal installments with the Company first such installment paid on Company’s first regular pay date that is on or such other Apogee Entity after the 60th day following the Date of Termination and the three remaining installments paid in each of the three calendar quarters immediately following the calendar quarter that includes the Date of Termination and (B) for any reason during the 30-consecutive-day period commencing beginning on the first anniversary Date of the date on which the Change in Control shall have occurred Termination and ending on the 30th day immediately date that is 18 months after the Date of Termination, Company shall reimburse Executive for the COBRA Premium; provided, however, that in order to receive a COBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Executive’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company or any member of the Company Group to sanctions imposed pursuant to Section 2716 of the PHSA. Each COBRA Premium reimbursement shall be provided to Executive by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Executive the COBRA Premium reimbursement for any period in which Executive is eligible to participate in a group medical plan sponsored by any other employer. Executive agrees and understands that the payment of any COBRA Premium will remain Executive’s sole responsibility. Collectively, the payments made under this Section shall be referred to as the “CIC Separation Package.” For the avoidance of doubt, if Executive’s employment is not terminated by Executive with Good Reason or by Company without Cause (and not due to Executive’s death or Disability) within twelve (12) months following a Change in Control, then Executive shall no longer be eligible to receive the first anniversary on which the CIC Separation Package with respect to such Change in Control occurs, be entitled but shall remain eligible to receive the benefits provided in Section 4 hereof. Executive shall evidence a voluntary termination for Without Cause Separation Package or Good Reason Separation Package pursuant to Section 5(d)(i) or Section 5(a)(ii) or, if in the future Executive’s employment is terminated by written notice Executive with Good Reason or by Company without Cause (and not due to the Company given Executive’s death or Disability) within 60 days after the date of twelve (12) months following the occurrence of any event that a subsequent Change in Control, Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify Executive and set forth in reasonable detail shall again be eligible to receive the facts and circumstances claimed by Executive to constitute Good ReasonCIC Separation Package.
Appears in 2 contracts
Samples: Executive Employment Agreement (KLX Energy Services Holdings, Inc.), Executive Employment Agreement (KLX Energy Services Holdings, Inc.)
After a Change in Control. (ai) From and after Upon the date termination (voluntary or involuntary) of a Change in Control during the term employment of this AgreementExecutive pursuant to Section 2(b)(iii) hereof, neither the Company nor the Apogee Entity then employing Executive shall terminate Executive from employment with the Company or any Apogee Entity except as provided in this Section 2(ii) or as a result of Executive's Disability (as defined in Section 3(iv) hereof) or his death.
(b) From and after the date of a Change in Control during the term of this Agreement, the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive from employment with the Apogee Entities at any time during the term of this Agreement for Cause, by written notice to Executive, specifying the particulars of the conduct of Executive forming the basis for such termination, such notice to be effective on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice.
(c) From and after the date of a Change in Control during the term of this Agreement: (I) the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive's employment without Cause, at any time; and (II) Executive shall, upon the occurrence of such a termination by the Company or such other Apogee Entity without Cause, or upon the voluntary termination of Executive's employment by Executive for Good Reason (as defined in Section 3(ii) hereof), or upon Executive's voluntary termination of his employment with the Company or such other Apogee Entity for any reason during the 30-consecutive-day period commencing on the first anniversary of the date on which the Change in Control shall have occurred and ending on the 30th day immediately following the first anniversary on which the Change in Control occurs, be entitled to receive the benefits provided specified in this Section 4 hereof4. Executive shall evidence a voluntary termination for Good Reason by written notice Subject to the Company given within 60 days after and Executive’s compliance with the terms of clauses (a) and (c) of Section 7, the amounts due to Executive under subparagraphs (ii), (iii), (iv) and (v) of this Section 4(a) shall be paid to Executive not later than the tenth business day following the date that the termination of Executive’s employment becomes effective (the “Employment Termination Date”). All benefits to Executive pursuant to this Section 4(a) shall be subject to any applicable income, payroll or other taxes required by law to be withheld. As used in this Section 4(a), the term, “termination of employment,” and other similar terms used in this Section 4(a), shall be construed to have the same meaning as is given to the term, “Separation from Service,” in Section 409A of the occurrence Internal Revenue Code of 1986, as amended (the “Code”).
(ii) The Company shall pay to Executive (A) the full base salary earned by him and unpaid through the Employment Termination Date, at the rate in effect at the time written notice of termination (voluntary or involuntary) was given, (B) any amount earned by Executive as a bonus with respect to the last completed fiscal year of the Company preceding the Employment Termination Date, if such bonus has not theretofore been paid to Executive, and (C) an amount representing credit for any vacation earned or accrued by Executive but not taken.
(iii) The Company shall pay to Executive an amount equal to Executive’s target bonus for the Company’s fiscal year in which the Employment Termination Date occurs (the “Target Bonus”), multiplied by a fraction, the numerator of which is equal to the number of full months in the Company’s fiscal year in which Executive’s employment is terminated that have elapsed at the Employment Termination Date, and the denominator of which is twelve (12).
(iv) In lieu of any event that further base salary or bonus payments to Executive knows for periods subsequent to Executive’s Employment Termination Date, the Company shall pay as severance pay to Executive (a “Severance Payment”) a lump-sum cash amount equal to twenty-four (24) times the sum of (A) Executive’s monthly base salary (as in effect in the month preceding the month in which the termination becomes effective or should reasonably have known constitutes Good Reason as in effect in the month preceding the Change in Control, whichever is higher) and (B) one-twelfth (1/12) of the Target Bonus.
(v) Following the Employment Termination Date, Executive shall be entitled, at the cost and expense of the Company, to continued medical and dental insurance coverage for voluntary termination. Such notice need only identify Executive and set forth Executive’s eligible dependents on the same basis as in reasonable detail effect prior to the facts Change of Control or Executive’s Employment Termination Date, whichever is deemed to provide for more substantial benefits, until the end of the twenty-four (24) month period following a Change in Control. If the Company determines that it is not able to provide the coverage required in this Subsection 4(a)(vi) under the general terms and circumstances claimed provisions of the Company’s welfare benefit plans consistent with the underwriting, regulatory and tax treatment intended for those plans, then the Company shall reimburse Executive for the cost of obtaining substantially similar benefits (the “Benefit Payment”).
(vi) The Company shall also pay to Executive all legal fees and expenses incurred by Executive as a result of such termination of employment (including all fees and expenses, if any, incurred by Executive in seeking to constitute Good Reasonobtain or enforce any right or benefit provided to Executive by this Agreement whether by arbitration or otherwise).
(vii) Notwithstanding any other agreement in existence between the Company and Executive, at the Employment Termination Date (i.e., only if Executive’s employment is terminated following a Change in Control); (a), all stock options or shares of restricted stock owned or held by Executive or promised to be payable to Executive by the Company that were not vested as of such date shall continue to vest in accordance with their original vesting schedule for a period of twenty-four (24 months) following the Employment Termination Date ; and (b) such stock options or shares of restricted stock, together with all stock options or shares of restricted stock owned or held by Executive and vested at the Employment Termination Date;, shall be exercisable, when vested, up to and until the earlier of: their original expiry date; or: twenty-four (24) months following the Employment Termination Date. .
Appears in 1 contract
Samples: Change in Control Severance Agreement (Uranerz Energy Corp.)
After a Change in Control. (ai) From and after the date of a Change in Control during the term of this Agreement, neither the Company nor the Apogee Entity then employing Executive shall terminate Executive from employment with the Company or any Apogee Entity except as provided in this Section 2(ii2(b) or as a result of Executive's ’s Disability (as defined in Section 3(iv3(d) hereof) or his his/her death.
(bii) From and after the date of a Change in Control during the term of this Agreement, the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive from employment with the Apogee Entities at any time during the term of this Agreement for Cause, by written notice to Executive, specifying the particulars of the conduct of Executive forming the basis for such termination, such notice to be effective on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice.
(ciii) From and after the date of a Change in Control during the term of this Agreement: :
(IA) the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive's ’s employment without Cause, at any time; and and
(IIB) Executive shall, upon the occurrence of such a termination by the Company or such other Apogee Entity without Cause, or upon the voluntary termination of Executive's ’s employment by Executive for Good Reason (as defined in Section 3(ii3(b) hereof), or upon Executive's voluntary termination of his employment with the Company or such other Apogee Entity for any reason during the 30-consecutive-day period commencing on the first anniversary of the date on which the Change in Control shall have occurred and ending on the 30th day immediately following the first anniversary on which the Change in Control occurs, be entitled to receive the benefits provided in Section 4 hereof. Executive shall evidence a voluntary termination for Good Reason by written notice to the Company given within 60 sixty (60) days after the date of the occurrence of any event that Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify Executive and set forth in reasonable detail the facts and circumstances claimed by Executive to constitute Good Reason.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Apogee Enterprises, Inc.)
After a Change in Control. (a) From and after the date of After a Change in Control during of the term of this AgreementCompany, neither the Company nor Reviewing Party shall be the Apogee Entity then employing Executive shall terminate Executive Independent Counsel referred to below. With respect to all matters arising from employment with the Company or any Apogee Entity except as provided in this Section 2(ii) or as a result of Executive's Disability (as defined in Section 3(iv) hereof) or his death.
(b) From and after the date of a Change in Control during the term of this Agreement, the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive from employment with the Apogee Entities at any time during the term of this Agreement for Cause, by written notice to Executive, specifying the particulars of the conduct of Executive forming the basis for such termination, such notice to be effective on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice.
(c) From and after the date of Company(other than a Change in Control during of the term Company approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control of the Company) concerning the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement: (I) , any other agreement or under applicable law or the Company’s certificate of incorporation or by-laws or a Subsidiary’s constituent documents now or hereafter in effect relating to indemnification for Indemnifiable Events, the Company shall seek legal advice only from Independent Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed), and who is not presently and has not otherwise performed services for the Company, such Subsidiary or Indemnitee (other Apogee Entity then employing Executivethan in connection with indemnification matters) shall have within three (3) years prior to the right to terminate Executive's employment without Cause, at any time; and (II) Executive shall, upon the occurrence date of selection of such Independent Counsel. The Independent Counsel shall not include any Person who, under the applicable standards of professional conduct then prevailing, would have a termination by conflict of interest in representing any of the Company, such Subsidiary or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. Such Independent Counsel, among other things, shall render its written opinion to the Company or such other Apogee Entity without Causeandto Indemnitee, or upon the voluntary termination of Executive's employment by Executive for Good Reason (as defined in Section 3(ii) hereof)to whether and to what extent Indemnitee should be permitted to be indemnified under applicable law. In any event, or upon Executive's voluntary termination of his employment with the Company or such other Apogee Entity for any reason during the 30-consecutive-day period commencing on the first anniversary of the date on which the Change in Control Indemnitee shall have occurred and ending on the 30th day immediately following the first anniversary on which the Change in Control occurs, be entitled to receive a copy of such written opinion. The Company agrees to pay the benefits provided in Section 4 hereof. Executive shall evidence a voluntary termination for Good Reason by written notice to the Company given within 60 days after the date reasonable fees of the occurrence Independent Counsel and to indemnify fully such Independent Counsel against any and all expenses (including attorneys’ fees), claims, liabilities, losses, and damages arising out of any event that Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify Executive and set forth in reasonable detail relating to this Agreement or the facts and circumstances claimed by Executive to constitute Good Reasonengagement of such Independent Counsel pursuant hereto.
Appears in 1 contract
Samples: Indemnification Agreement (First Midwest Bancorp Inc)
After a Change in Control. (a) From and after the date of a Change in Control (as defined in Section 3(i) hereof) during the term Term of this Agreement, neither the Company nor the Apogee Entity then employing Executive shall not terminate Executive from employment with the Company or any Apogee Entity except as provided in this Section 2(ii) or as a result of Executive's Disability (as defined in Section 3(iv) hereof), Retirement (as defined in Section 3(v) hereof) or his death.
(b) From and after the date of a Change in Control (as defined in Section 3(i) hereof) during the term Term of this Agreement, the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive from employment with the Apogee Entities Company at any time during the term Term of this Agreement for CauseCause (as defined in Section 3(iii) hereof), by written notice to Executive, specifying the particulars of the conduct of Executive forming the basis for such termination, such notice to be effective on the 30th day following delivery thereof to Executive if Executive has not substantially cured the conduct identified in such notice.
(c) From and after the date of a Change in Control (as defined in Section 3(i) hereof) during the term Term of this Agreement: (Ix) the Company (or the other Apogee Entity then employing Executive) shall have the right to terminate Executive's employment without CauseCause (as defined in Section 3(iii) hereof), at any time; and (IIy) Executive shall, upon the occurrence of such a termination by the Company or such other Apogee Entity without Cause, or upon the voluntary termination of Executive's employment by Executive for Good Reason (as defined in Section 3(ii) hereof), or upon Executive's voluntary termination of his employment with the Company or such other Apogee Entity for any reason during the 30-consecutive-day period commencing on the first anniversary of the date on which the Change in Control shall have occurred and ending on the 30th day immediately following the first anniversary on which the Change in Control occurs, be entitled to receive the benefits provided in Section 4 hereof. Executive shall evidence a voluntary termination for Good Reason by written notice to the Company given within 60 days after the date of the occurrence of any event that Executive knows or should reasonably have known constitutes Good Reason for voluntary termination. Such notice need only identify Executive and set forth in reasonable detail the facts and circumstances claimed by Executive to constitute Good Reason. Any notice given by Executive pursuant to this Section 2 shall be effective five business days after the date it is given by Executive. For purposes of this Agreement, a termination of Executive's employment shall be effective as of the Separation Date.
Appears in 1 contract