Amount of Compensation and Benefits Sample Clauses

Amount of Compensation and Benefits. If, during the Term, Executive’s employment with the Company is terminated within 24 months following a Change in Control, Executive shall be entitled to the following compensation and benefits: (a) If such termination of Executive’s employment is (1) by the Company for Cause or Disability, (2) by reason of Executive’s death, or (3) by Executive (b) If such termination of Executive’s employment is for any reason other than as specified in Section ‎2.1(a), Executive shall be entitled to the following payments and benefits: (i) the Company shall pay Executive the Accrued Compensation; (ii) the Company shall pay Executive as severance pay an amount in cash equal to two (2) times the sum of (A) the Base Salary and (B) the Bonus Amount, paid in a single lump sum cash payment on the 60th day after the date of the termination of the Executive’s employment; and (iii) Any stock options or other equity-based awards including, without limitation, restricted stock unit awards and stock appreciation rights held by Executive that are outstanding on the Termination Date (collectively, “Company Equity Awards”) and any stock options or other equity-based awards into which the Company Equity Awards are converted, or stock options or other equity-based awards granted in substitution for the Company Equity Awards, shall on the Termination Date become fully vested, exercisable and payable, as applicable; provided, however, that all performance based restricted stock unit or similar awards shall be paid out at target or 100% performance, as the case may be. Notwithstanding the foregoing, no stock option or other equity-based award shall be exercisable after the specified maximum term of the stock option or other equity-based award, as set forth in the applicable Company equity- based compensation plan or award agreement. (iv) For the 30-month period immediately following the Termination Date, the Company shall arrange to provide Executive and Executive’s dependents life, accident, and health insurance benefits substantially similar to those provided to Executive and Executive’s dependents immediately prior to the Termination Date or, if more favorable to Executive, those provided to Executive and Executive’s dependents immediately prior to the first occurrence of an event or circumstance constituting Good Reason, at no greater cost to Executive than the cost to Executive immediately prior to such date or occurrence; provided, however, if providing such benefits could subject th...
Sample 1See All (6)
Amount of Compensation and Benefits. If, during the term of this Agreement, the Executive's employment with the Company shall be terminated within twenty-four (24) months following a Change in Control, the Executive shall be entitled to the following compensation and benefits: (a) If the Executive's employment with the Company shall be terminated (1) by the Company for Cause or Disability, (2) by reason of the Executive's death, or (3) by the Executive for other than Good Reason, the Company shall pay to the Executive the Accrued Compensation and, if such termination is by the Company due to the Executive's Disability or by reason of the Executive's death, a Pro Rata Bonus. (b) If the Executive's employment with the Company shall be terminated for any reason other than as specified in Section 3.1(a), the Executive shall be entitled to the following: (i) the Company shall pay the Executive all Accrued Compensation and a Pro-Rata Bonus; and (ii) the Company shall pay the Executive as severance pay in lieu of any further compensation for periods subsequent to the Termination Date, in a single payment an amount in cash equal to [three (3)/two (2)] times the sum of (A) the Base Amount and (B) the Bonus Amount; and (iii) for a number of months equal to [thirty-six (36)/twenty four (24)] (the "Continuation Period"), the Company shall at its expense continue on behalf of the Executive and the Executive's dependents and beneficiaries the life insurance, short-term disability, medical, dental and hospitalization benefits provided (x) to the Executive immediately prior to the Change in Control or at any time thereafter or (y) to other similarly situated executives who continue in the employ of the Company during the Continuation Period. The coverage and benefits (including deductibles and costs) provided in this Section 3.1(b)(iii) during the Continuation Period shall be no less favorable to the Executive and the Executive's dependents and beneficiaries, than the most favorable of such coverages and benefits during any of the periods referred to in clauses (x) and (y) above. The Company's obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive becomes eligible for any such benefits pursuant to a subsequent employer's benefit plans (whether or not the Executive actually elects coverage), in which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder as long as the aggregate coverages and benefits of...
Sample 1

Related to Amount of Compensation and Benefits

  • Compensation and Benefits During the Employment Period, Executive shall receive the following compensation and benefits: (a) An annual base salary which is not less than his or her annual base salary immediately prior to the Effective Date. During the Employment Period, Executive's annual base salary shall be reviewed at least annually and shall be increased from time to time consistent with increases in annual base salary awarded in the ordinary course of business to other executives and key employees. Any increase in annual base salary shall not limit or reduce any other obligation to Executive under this Agreement. Hibernia shall not reduce Executive's annual base salary during the Employment Period without Executive's consent. (b) A bonus (either pursuant to a bonus or incentive plan or program of Hibernia or otherwise) in cash at least equal to the product of the average of the bonus payout ratio1 for the three years (or such shorter period as Executive has been employed by Hibernia) prior to the Effective Date (expressed as a fraction) times the target bonus for the year in question (such bonus is hereinafter sometimes referred to as the "Employment Period Bonus"). For purposes of this paragraph (b), the parties acknowledge and agree that the bonus payout ratio is the percentage of Executive's target bonus for the year(s) in question which was actually awarded to Executive in the year(s) in question. The annual bonus shall be payable within 60 days after the end of each fiscal year. (c) Notwithstanding anything in paragraph (b) above to the contrary, however, Executive shall not be entitled to an Employment Period Bonus with respect to any year for which no bonuses have been or will be paid to any officer eligible to receive a bonus from Hibernia. It is expressly understood and agreed by the parties hereto that any bonus, regardless when paid, that is paid to any officer of Hibernia that relates to a year to which an Employment Period Bonus is otherwise required to be paid, shall require the payment of an Employment Period Bonus to Executive. (d) Executive shall be eligible to participate and to continue existing participation in any and all incentive compensation plans of Hibernia which provide opportunities to receive compensation in addition to annual base salary and cash bonus on the same terms and conditions as other executives and key employees of Hibernia. (e) Executive shall be entitled to participate in salaried employee benefit plans of Hibernia and receive perquisites on the same terms and conditions as other executives and key employees of Hibernia. (f) Executive shall be entitled to continue to accrue credited service for retirement benefits and receive retirement benefits under and pursuant to the terms of any qualified retirement plan of Hibernia or supplemental executive retirement plan of Hibernia in effect on the Effective Date, on the same terms and conditions as other executives and key employees of Hibernia.

  • Accrued Compensation On any termination of the Executive’s employment with the Company Group, the Executive will be entitled to receive all accrued but unpaid vacation, expense reimbursements, wages, and other benefits due to the Executive under any Company-provided plans, policies, and arrangements.