Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause or during the Disability Period, you shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you under this Agreement to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of the Company. At the time you leave the payroll of the Company, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you leave the payroll of the Company, (ii) all stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement and (iii) the Company shall not be permitted to determine that your employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Company.
Appears in 4 contracts
Samples: Employment Agreement (Time Warner Inc/), Employment Agreement (Time Warner Inc/), Employment Agreement (Time Warner Inc/)
Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause Severance Period or during the Disability Period, unless you accept Other Employment as described in Sections 4.2.2 (Severance Benefits) or 5.2 (Recovery From Disability), you shall continue to be eligible to participate in the Company’s health and welfare benefit plans and to receive the benefits required to plans, or comparable arrangements that may be provided to you under this Agreement implemented for former employees covered by severance arrangements, to the extent such benefits are maintained in effect by the Company for its senior executives; provided, provided however, (a) you shall not be entitled to any additional awards or grants under any stock option, restricted stock stock, RSU or other stock based incentive plan. You plan or Additional Compensation Plans, (b) any equity awards or other Long-term Incentive Awards granted on or after the Effective Date and during the Term shall continue be subject to be an employee the terms and conditions of the respective award agreements and the vesting provisions set forth in Section 4.2.2 and this Section 7.2, (c) during the Term, but only for equity awards granted after the Effective Date, the Company shall not be permitted to determine that your employment was terminated for purposes “Performance” within the meaning of any stock option option, restricted stock, RSU, or other equity compensation agreement between you and restricted shares agreements and the Company, (d) you shall not be eligible for continuation of Company car, automobile allowance, mobile phone, and/or country club membership reimbursements or any other incentive plan awards until such time as similar discretionary allowances, to the extent applicable, during or after the Severance Period or Disability Period, or any other termination of employment under this Agreement. Effective with your termination of employment pursuant to Sections 4, 5 or 6, you leave will no longer be permitted to contribute to or receive a Company match in the payroll TWC Savings Plan, or any successor plan, and you will no longer accrue benefit service under the Time Warner Cable Pension Plan or the Time Warner Cable Excess Benefit Pension Plan, or any successor plans, and your rights under those plans will be determined in accordance with the terms of the Companythose plans and applicable law. At the time you leave the payroll of the CompanyUnless otherwise stated in this Agreement, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation rightRSU, bonus unitor other equity compensation, Additional Compensation Plans, or any management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock optionsrelated award agreements. Notwithstanding the foregoing, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you leave the payroll of your continued participation in the Company, (ii) all stock options granted ’s benefit plans shall be subject to you by the Company after the date limitations of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement and (iii) the Company shall not be permitted to determine that your employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Companyapplicable law.
Appears in 3 contracts
Samples: Employment Agreement (Time Warner Cable Inc.), Employment Agreement (Time Warner Cable Inc.), Employment Agreement (Time Warner Cable Inc.)
Benefits After a Termination or Disability. During the period you remain the Executive remains on the payroll of the Company after a termination without cause or pursuant to Section 4.2 and during the Disability Period and the Advisory Period, you the Executive shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you the Executive under this Agreement Sections 7 and 8.1 to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you the Executive shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You The Executive shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards during the term of employment and the Advisory Period and until such time as you the Executive shall leave the payroll of the Company. At the time you leave the Executive's term of employment and Advisory Period terminates and he leaves the payroll of the CompanyCompany pursuant to the provisions of Section 4.1, your 4.2, 5 or 6, the Executive's rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined determined, subject to the other terms and provisions of this Agreement, in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement (but without affecting any less restrictive or more favorable to the Executive provisions of any such plan or agreement), if you leave the Executive leaves the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you the Executive by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you the Executive shall leave the payroll of the CompanyCompany pursuant to Section 4.2, (ii) all stock options granted to you the Executive by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and the Advisory Period and for a period of three months thereafter or such longer period as may shall be specified in any applicable stock option agreement and (iii) the Company shall not be permitted to determine that your the Executive's employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you Company and the CompanyExecutive.
Appears in 2 contracts
Samples: Employment Agreement (Time Warner Inc/), Employment Agreement (Time Warner Inc/)
Benefits After a Termination or Disability. During the period you remain the Executive remains on the payroll of the Company after a termination without cause or pursuant to Section 4.2 and during the Disability Period, you the Executive shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you the Executive under this Agreement Sections 7 and 8.1 to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you the Executive shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You The Executive shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards during the term of employment and until such time as you the Executive shall leave the payroll of the Company. At the time you leave the Executive's term of employment with the Company terminates and he leaves the payroll of the CompanyCompany pursuant to the provisions of Section 4.1, your 4.2, 4.3, 4.4, 5 or 6, the Executive's rights to benefits and payments under any benefit plans plans, programs or practices or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined determined, subject to the other terms and provisions of this Agreement, in accordance with the terms and provisions of such plans plans, programs or practices and any agreements under which such stock options, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the Executive leaves the payroll of the Company as a result of a termination pursuant to Section 4.24.2 or 4.3, then (i) all stock options granted to you the Executive by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you the Executive shall leave the payroll of the CompanyCompany pursuant to Section 4.2 or 4.3, (ii) all stock options granted to you the Executive by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereofexpiration of the option term) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may shall be specified in any applicable stock option agreement and (iii) the Company shall not be permitted to determine that your the Executive's employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you Company and the CompanyExecutive.
Appears in 2 contracts
Samples: Employment Agreement (Aol Time Warner Inc), Employment Agreement (Aol Time Warner Inc)
Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause Severance Period or during the Disability Period, unless you accept Other Employment as described in Sections 4.2.2 (Severance Benefits) or 5.2 (Recovery From Disability), you shall continue to be eligible to participate in the Company’s health and welfare benefit plans and to receive the benefits required to plans, or comparable arrangements that may be provided to you under this Agreement implemented for former employees covered by severance arrangements, to the extent such benefits are maintained in effect by the Company for its senior executives; provided, provided however, (a) you shall not be entitled to any additional awards or grants under any stock option, restricted stock stock, RSU or other stock based incentive plan. You plan or Additional Compensation Plans, (b) any equity awards granted before the Original Effective Date shall continue to vest until the earlier of (i) 12 months after the date of your termination of employment pursuant to Sections 4.2 or 5.1, and (ii) your commencement of Other Employment; provided that, vested stock options shall remain exercisable for the time periods set forth in the respective stock option award agreements beginning upon the earlier of (x) your commencement of Other Employment and (y) the end of such 12-month period; provided further that, RSU awards granted on or after January 1, 2010 but before the Original Effective Date shall receive pro-rata accelerated vesting treatment based on the number of RSUs that would have vested during such 12 month period and the related shares shall be an employee distributed pursuant to the terms of the award agreement and any addendums thereto, (c) any equity awards or other Long-term Incentive Awards granted on or after the Original Effective Date and before the expiration of the Term, shall be subject to the terms and conditions of the respective award agreements and the vesting provisions set forth in Section 4.2.2 and this Section 7.2, (d) during the Term, but only for equity awards granted after the Original Effective Date, the Company shall not be permitted to determine that your employment was terminated for purposes “Performance” within the meaning of any stock option option, restricted stock, RSU, or other equity compensation agreement between you and restricted shares agreements the Company, and (e) you shall not be eligible for continuation of Company car, automobile allowance, mobile phone and/or country club membership reimbursements or any other incentive plan awards until such time as similar discretionary allowances, to the extent applicable, during or after the Severance Period or Disability Period, or any other termination of employment under this Agreement. Effective with your termination of employment pursuant to Sections 4, 5 or 6, you leave will no longer be permitted to contribute to or receive a Company match in the payroll TWC Savings Plan, or any successor plan, and you will no longer accrue benefit service under the Time Warner Cable Pension Plan or the Time Warner Cable Excess Benefit Pension Plan, or any successor plans, and your rights under those plans will be determined in accordance with the terms of the Companythose plans and applicable law. At the time you leave the payroll of the CompanyUnless otherwise stated in this Agreement, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation rightRSU, bonus unitor other equity compensation, Additional Compensation Plans, or any management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock optionsrelated award agreements. Notwithstanding the foregoing, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you leave the payroll of your continued participation in the Company, (ii) all stock options granted ’s benefit plans shall be subject to you by the Company after the date limitations of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement and (iii) the Company shall not be permitted to determine that your employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Companyapplicable law.
Appears in 2 contracts
Samples: Employment Agreement (Time Warner Cable Inc.), Employment Agreement (Time Warner Cable Inc.)
Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause or during the Disability Period, you shall continue to be an employee of the Company and shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you under this Agreement to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of the Company. At the time you leave the payroll of the Company, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then then, except if you shall otherwise qualify for retirement under the terms of the applicable stock option agreement, consistent with the terms of the Prior Agreement, (i) all stock options granted to you by Time Warner shall continue to vest, and any such vested stock options shall remain exercisable (but not beyond the Company after the date term of this Agreement shall vest and become immediately exercisable at the time such options) while you leave are on the payroll of the Company, (ii) all stock options granted to you by Time Warner on or after January 10, 2000 (which options are collective referred to as your “Term Options”) which would have vested on or before the Company Severance Term Date (or the comparable date under any employment agreement that amends, replaces or supersedes this Agreement) shall vest and become immediately exercisable upon the date you leave the payroll of the Company, (iii) all your vested Term Options shall remain exercisable for a period of three years after the date you leave the payroll of this Agreement shall remain exercisable the Company (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement options), and (iiiiv) neither the Company nor Time Warner shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the CompanyTime Warner.
Appears in 2 contracts
Samples: Employment Agreement (Time Warner Cable Inc.), Employment Agreement (Time Warner Cable Inc.)
Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause Severance Period or during the Disability Period, unless you accept Other Employment as described in Sections 4.2.2 (Severance Benefits) or 5.2 (Recovery From Disability), you shall continue to be eligible to participate in the Company’s health and welfare benefit plans and to receive the benefits required to plans, or comparable arrangements that may be provided to you under this Agreement implemented for former employees covered by severance arrangements, to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, (a) you shall not be entitled to any additional awards or grants under any stock option, restricted stock stock, RSU or other stock based incentive plan. You plan or Additional Compensation Plans, (b) any equity awards granted before January 1, 2010 that would have vested on or before the end of the Severance Period or Disability Period shall continue to be an employee vest during the Severance Period or Disability Period (consistent with the pro-rata vesting terms set forth in Section 7.2(e) below); provided that, any stock option awards that are scheduled to vest on or before the end of the Severance Period or Disability Period shall vest upon the earlier of (i) the original vesting date of the stock option award, (ii) your commencement of Other Employment, and (iii) the end of the Severance Period or Disability Period; provided further that, vested stock options shall remain exercisable until a date that is three years after the earlier of (x) your commencement of Other Employment and (y) the end of the Severance Period or Disability Period, but not beyond the term of such options, (c) any equity awards or other Long-term Incentive Awards granted on or after the Effective Date and during the Term, shall be subject to the terms and conditions of the respective award agreements and the vesting provisions set forth in Section 4.2.2 and this Section 7.2, (d) during the Term, the Company shall not be permitted to determine that your employment was terminated for “unsatisfactory performance” within the meaning of any stock option, restricted stock, RSU, or other equity compensation agreement between you and the Company, provided that such determination is permitted by applicable law, and (e) for purposes of determining whether any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave equity based award granted before January 1, 2010 would have vested on or before the payroll end of the CompanySeverance Period (as contemplated in clause (b) above), such equity based award(s) shall be deemed to vest pro rata over the applicable vesting period notwithstanding any inconsistent provisions in the plan or agreement under which it was granted. At Effective with your termination of employment pursuant to Sections 4, 5 or 6, you will no longer be permitted to contribute to or receive a Company match in the time TWC Savings Plan, or any successor plan, and you leave will no longer accrue benefit service under the payroll Time Warner Cable Pension Plan or the Time Warner Cable Excess Benefit Pension Plan, or any successor plans, and your rights under those plans will be determined in accordance with the terms of the Companythose plans and applicable law. Unless otherwise stated in this Agreement, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation rightRSU, bonus unitor other equity compensation, Additional Compensation Plans, or any management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock optionsrelated award agreements. Notwithstanding the foregoing, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you leave the payroll of your continued participation in the Company, (ii) all stock options granted ’s benefit plans shall be subject to you by the Company after the date limitations of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement and (iii) the Company shall not be permitted to determine that your employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Companyapplicable law.
Appears in 2 contracts
Samples: Employment Agreement (Time Warner Cable Inc.), Employment Agreement (Time Warner Cable Inc.)
Benefits After a Termination or Disability. During the period you remain the Executive remains on the payroll of the Company after a termination without cause pursuant to Section 4.2 or 4.3 and during the Disability Period, you the Executive shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you the Executive under this Agreement Sections 7 and 8.1 to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you the Executive shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You The Executive shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards during the term of employment and until such time as you the Executive shall leave the payroll of the Company. At the time you leave the Executive's term of employment with the Company terminates and he leaves the payroll of the CompanyCompany pursuant to the provisions of Section 4.1, your 4.2, 4.3, 5 or 6, the Executive's rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined determined, subject to the other terms and provisions of this Agreement, in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the Executive leaves the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you the Executive by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you the Executive shall leave the payroll of the CompanyCompany pursuant to Section 4.2, (ii) all stock options granted to you the Executive by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement and (iii) the Company shall not be permitted to determine that your the Executive's employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you Company and the CompanyExecutive.
Appears in 2 contracts
Samples: Employment Agreement (Time Warner Inc/), Employment Agreement (Time Warner Inc/)
Benefits After a Termination or Disability. During After the period you remain on the payroll Effective Termination Date of the Company after a termination without cause of employment pursuant to Section 4.2 and prior to the Severance Term Date or during the Disability Period, you shall continue to be eligible treated as an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its senior executives; provided, however. After the Effective Termination Date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At the time you leave the payroll of the CompanySeverance Term Date, your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or shall be determined in accordance with the terms and provisions of such plans. At the Severance Term Date or, if earlier, the Equity Cessation Date, your rights to benefits and payments under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other long-term incentive plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of the Company your employment is terminated as a result of a termination pursuant to Section 4.2, then then, subject to the application of any more favorable terms of the applicable stock option agreement, (i) all stock options granted to you by the Company after the date purchase shares of this Agreement Time Warner Common Stock shall vest continue to vest, and become immediately exercisable at the time you leave the payroll of the Company, (ii) all any such vested stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereofof such stock options) during through the remainder earlier of the term Severance Term Date or the Equity Cessation Date; (ii) except if you shall then qualify for retirement under the terms of the applicable stock option agreement and would receive more favorable treatment under the terms of the stock option agreement, (x) all stock options to purchase shares of Time Warner Common Stock granted to you on or after the date this Agreement is executed (such stock options, the “Term Options”) that would have vested on or before the later of the Term Date and the Severance Term Date (or the date that is comparable to the Severance Term Date under any employment agreement that amends, replaces or supersedes this Agreement) shall vest and become immediately exercisable on the earlier of the Severance Term Date or the Equity Cessation Date, and (y) all your vested Term Options shall remain exercisable for a period of three months thereafter years after the earlier of the Severance Term Date or the Equity Cessation Date (but not beyond the term of such longer period as may be specified in any stock option agreement options); and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" performance within the meaning of any stock option agreement between the you and the Company. With respect to awards of restricted stock units (“RSUs”) held at the Effective Termination Date of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 11.17, (i) if you are eligible for retirement treatment at the Effective Termination Date, then for all awards of RSUs that contain special accelerated vesting upon retirement, the vesting of the RSUs will accelerate upon, and the shares of Time Warner Common Stock will be paid to you promptly following, the Effective Termination Date, and (ii) if you are not eligible for retirement treatment at the Effective Termination Date, then the treatment of the RSUs will be determined at the earlier of the Severance Term Date or the Equity Cessation Date in accordance with the terms of the applicable award agreement(s), but the shares of Time Warner Common Stock underlying any vested RSUs will not be paid to you until promptly following the next regular vesting date(s) for such award(s) of RSUs.
Appears in 1 contract
Benefits After a Termination or Disability. During After the period you remain on the payroll effective date of the Company after a termination without cause of employment pursuant to Section 4.2 and prior to the Severance Term Date or, if earlier, the Benefit Cessation Date, or during the Disability Period, you shall continue to be eligible treated as an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its senior executives; provided, however. After the effective date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At the time you leave Severance Term Date or , if earlier, the payroll of the CompanyBenefit Cessation Date, your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, howeverconsistent with the terms of the employment agreement dated as of February 13, that 2002 between the Company and you (which terms were carried forward to the employment agreement between you and Time Warner Entertainment Company, L.P.), notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then then, (i) all stock options granted to you by the Company after the date purchase shares of this Agreement Time Warner Common Stock shall vest continue to vest, and become immediately exercisable at the time you leave the payroll of the Company, (ii) all any such vested stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereofof such options) during through the remainder earlier of the term Severance Term Date or the Benefit Cessation Date; (ii) except if you shall then qualify for retirement under the terms of the applicable stock option agreement and would receive more favorable treatment under the terms of the stock option agreement, (x) all stock options to purchase shares of Time Warner Common Stock granted to you on or after February 1, 2002 (the “Term Options”) that would have vested on or before the Severance Term Date (or the comparable date under any employment agreement that amends, replaces or supersedes this Agreement) shall vest and become immediately exercisable upon the earlier of the Severance Term Date or the Benefit Cessation Date, and (y) all your vested Term Options shall remain exercisable for a period of three months thereafter years after the earlier of the Severance Term Date or the Benefit Cessation Date (but not beyond the term of such longer period as may be specified in any stock option agreement options); and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the Company. .With respect to awards of restricted stock units for Time Warner Common Stock (“RSUs”) held at the time of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 11.17, (i) if you are eligible for retirement treatment at the effective date of the termination, then for all awards of RSUs that contain special accelerated vesting upon retirement, the vesting of the RSUs will accelerate upon, and the shares of Time Warner Common Stock will be paid to you promptly following, the effective date of termination of employment, and (ii) if you are not eligible for retirement treatment at the effective date of the termination of employment, then the treatment of the RSUs (other than the Make-Whole RSU grant made pursuant to Section 3.5) will be determined at the earlier of the Severance Term Date or the Benefit Cessation Date in accordance with the terms of the applicable award agreement(s), but the shares of Time Warner Common Stock underlying any vested RSUs will not be paid to you until promptly following the next regular vesting date(s) for such award(s) of RSUs. With respect to the Make-Whole RSUs, if there is a termination of employment pursuant to Section 4.2 at a time when you are not eligible for retirement treatment, then, subject to potential further delay in payment pursuant to Section 11.17, a pro-rated portion of the Make-Whole RSU, representing the number of RSUs that would vest through the Severance Term Date, shall vest and be paid to you promptly following the effective date of termination of employment.
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain the Executive remains on the payroll of the Company after a termination without cause or pursuant to Section 4.2 and during the Disability Period and any Advisory Period, you the Executive shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you the Executive under this Agreement Sections 7 and 8.1 to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you the Executive shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You The Executive shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards during the term of employment and any Advisory Period and until such time as you the Executive shall leave the payroll of the Company. At the time you leave the Executive's term of employment and any Advisory Period terminates and he leaves the payroll of the CompanyCompany pursuant to the provisions of Section 4.1, your 4.2, 5 or 6, the Executive's rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined determined, subject to the other terms and provisions of this Agreement, in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement (but without affecting any less restrictive or more favorable to the Executive provisions of any such plan or agreement), if you leave the Executive leaves the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you leave the payroll of the Company, (ii) all stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement and (iii) the Company shall not be permitted to determine that your employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Company.to
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause or during the Disability Period, you shall continue to be an employee of the Company and shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you under this Agreement to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of the Company. At the time you leave the payroll of the Company, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if (a) all stock options granted to you leave by the payroll Company prior to November 1, 2003 shall be continue to be governed by the terms and provisions of the applicable stock option plan or agreement under which such options were awarded, as modified by the Prior Agreement; (b) if your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then (i) all stock options and restricted stock granted to you by the Company on or after November 1, 2003 (other than the date of this Agreement Upfront Restricted Stock Grant awarded under Section 3.5) shall continue to vest and become immediately exercisable at the time while you leave remain on the payroll of the CompanyCompany (and thereafter receive a pro rata portion of unvested restricted stock), (ii) all your vested options shall remain exercisable while you are on the payroll of the Company and all stock options granted to you by the Company on or after July 18, 2002 shall be vested and remain exercisable for a period of five years after the date you leave the payroll of this Agreement shall remain exercisable the Company (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement options), and (iii) the Company shall not be permitted to determine that your employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Company; and (c) if your employment is voluntarily terminated by you at any time (x) following the attainment of age 55 with ten years of service with the Company or any Affiliate or (y) pursuant to a retirement plan or early retirement program of the Company or any Affiliate, then all options granted to you by the Company shall vest and become immediately exercisable, and shall remain exercisable for five years following your date of termination (but not beyond the term of such options); provided, however, that if the Company has given notice of termination under Section 4.1 prior to your election to terminate pursuant to this subsection, then the terms of the applicable stock option plan or agreement shall be controlling.
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause or during the Disability Period, you shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you under this Agreement to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of the Company. At the time you leave the payroll of the Company, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you by the Company after which would have vested on or before the Severance Term Date (or the comparable date of any employment agreement that amends, replaces or supersedes this Agreement Agreement) shall vest and become immediately exercisable, including, without limitation, all of the New Hire Grant, (ii) all your vested options shall remain exercisable at while you are on the time payroll of the Company and for a period of three years after the date you leave the payroll of the Company, (ii) all stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement and options), (iii) the Company shall not be permitted to determine that your employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Company, and (iv) all restricted shares granted to you by the Company shall vest.
Appears in 1 contract
Benefits After a Termination or Disability. During After the period you remain on the payroll Effective Termination Date of the Company after a termination without cause of employment pursuant to Section 4.2 and prior to the Severance Term Date or during the Disability Period, you shall continue to be eligible treated like an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its executives. After the Effective Termination Date or a termination of employment pursuant to Section 4.2 and prior to the Severance Term Date, you will continue to receive all other benefits maintained in effect by the Company for its senior executives; provided, howeversuch as financial services reimbursement. After the Effective Termination Date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At the time you leave the payroll of the CompanySeverance Term Date, your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or shall be determined in accordance with the terms and provisions of such plans. At the Severance Term Date or, if earlier, the Equity Cessation Date, your rights to benefits and payments under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other long-term incentive plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then then, consistent with the terms of the Prior Agreements, (i) all stock options to purchase shares of Time Warner Common Stock shall continue to vest, through the earlier of the Severance Term Date or the Equity Cessation Date; (ii) except if you shall then qualify for retirement under the terms of the applicable stock option agreement and would receive more favorable treatment under the terms of the stock option agreement, (x) all stock options to purchase shares of Time Warner Common Stock granted to you by the Company after that would have vested on or before the Severance Term Date (or the comparable date of under any employment agreement that amends, replaces or supersedes this Agreement Agreement) shall vest and become immediately exercisable at upon the time you leave the payroll earlier of the CompanySeverance Term Date or the Equity Cessation Date, and (iiy) all your vested stock options granted to you by the Company after the date of this Agreement shall remain exercisable for a period of three years after the earlier of the Severance Term Date or the Equity Cessation Date (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement options); and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” or “cause” within the meaning of any stock option agreement between the you and the Company. With respect to awards of restricted stock units (“RSUs”) held at the Effective Termination Date of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 12.17, the treatment of the RSUs will be determined in accordance with the terms of the applicable award agreement(s).
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain the Executive remains on the payroll of the Company after a termination without cause or pursuant to Section 4.2 and during the Disability Period and any Advisory Period, you the Executive shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you the Executive under this Agreement Sections 7 and 8.1 to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you the Executive shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You The Executive shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards during the term of employment and any Advisory Period and until such time as you the Executive shall leave the payroll of the Company. At the time you leave the Executive's term of employment and any Advisory Period terminates and he leaves the payroll of the CompanyCompany pursuant to the provisions of Section 4.1, your 4.2, 5 or 6, the Executive's rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined determined, subject to the other terms and provisions of this Agreement, in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement (but without affecting any less restrictive or more favorable to the Executive provisions of any such plan or agreement), if you leave the Executive leaves the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you the Executive by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you the Executive shall leave the payroll of the CompanyCompany pursuant to Section 4.2, (ii) all stock options granted to you the Executive by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and any Advisory Period and for a period of three months thereafter or such longer period as may shall be specified in any applicable stock option agreement and (iii) the Company shall not be permitted to determine that your the Executive's employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Company.was
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain the Executive remains on the payroll of the Company after a termination without cause pursuant to Section 4.2 or 4.3 and during the Disability Period, you the Executive shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you the Executive under this Agreement Sections 7 and 8.1 to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you the Executive shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You The Executive shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards during the term of employment and until such time as you the Executive shall leave the payroll of the Company. At the time you leave the Executive's term of employment with the Company terminates and he leaves the payroll of the CompanyCompany pursuant to the provisions of Section 4.1, your 4.2, 4.3, 5 or 6, the Executive's rights to benefits and payments under any benefit plans plans, programs or practices or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined determined, subject to the other terms and provisions of this Agreement, in accordance with the terms and provisions of such plans plans, programs or practices and any agreements under which such stock options, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the Executive leaves the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you the Executive by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you the Executive shall leave the payroll of the CompanyCompany pursuant to Section 4.2, (ii) all stock options granted to you the Executive by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereofexpiration of the option term) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may shall be specified in any applicable stock option agreement and (iii) the Company shall not be permitted to determine that your the Executive's employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you Company and the CompanyExecutive.
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause or during the Disability Period, you shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you under this Agreement to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You shall continue to be an employee of plan or the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of the CompanyLTIP. At the time you leave the payroll of the Company, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, the LTIP, any management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of the Company company as a result of a termination pursuant to Section 4.2, then then, except if you shall otherwise qualify for retirement under the terms of the applicable stock option, restricted stock, RSUs, or other agreement covering the granting of equity compensation, consistent with the terms of the Prior Agreement, (i) all Time Warner and Time Warner Cable stock options granted to you by on or after January 10, 2000 that would have vested on or before the Company after Severance Term Date (or the comparable date of any employment agreement that amends, replaces or supercedes this Agreement Agreement) shall vest and become immediately exercisable at on the time date you leave the payroll of the Company, (ii) all stock options granted to you by the Company and shall remain exercisable for a period of three years after the date you leave the payroll of this Agreement shall remain exercisable the Company (but not beyond the term thereofof such options), (ii) during any unvested awards of Time Warner or Time Warner Cable restricted stock, restricted stock units (“RSUs”) or other equity-based award which would have vested on or before the remainder Severance Term Date, shall vest immediately, (iii) any grants of long term cash compensation which would vest as of the Severance Term Date will vest immediately and be paid on the dates on which such long term of employment and for a period of three months thereafter or such longer period as may cash compensation is ordinarily scheduled to be specified in any stock option agreement paid, and (iiiiv) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option option, restricted stock, RSUs, the LTIP or other equity compensation or long term compensation agreement between the you and Time Warner Inc. or Time Warner Cable Inc. This provision is subject to any law which prohibits the Companytreatment of equity grants or long term cash compensation grants provided herein. For purposes of determining whether any restricted stock, RSU or other equity based award or any long term cash compensation award would have vested on or before the Severance Term Date (as contemplated in clause (ii) or (iii) above), such restricted stock, RSU, other equity based award or any long term cash compensation award shall be deemed to vest pro rata over the applicable vesting period notwithstanding any inconsistent provisions in the plan or agreement under which it was granted.
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause Severance Period or during the Disability Period, unless you accept Other Employment as described in Sections 4.2.2 (Severance Benefits) or 5.2 (Recovery From Disability), you shall continue to be eligible to receive financial planning services as provided for under Section 7.1 above (in the amount provided immediately prior to the Severance Period or Disability Period, as the case may be) and to participate in the Company’s health and welfare benefit plans and to receive the benefits required to plans, or comparable arrangements that may be provided to you under this Agreement implemented for former employees covered by severance arrangements, in each case, to the extent such benefits are maintained in effect by the Company for its senior executives; provided, provided however, (a) you shall not be entitled to any additional awards or grants under any stock option, restricted stock stock, RSU or other stock based incentive plan. You plan or Additional Compensation Plans, (b) any equity awards granted before the Original Effective Date that would have vested on or before the end of the Severance Period or Disability Period shall continue to be an employee of vest during the Company for purposes of Severance Period or Disability Period (consistent with the pro-rata vesting terms set forth in Section 7.3(e) below); provided that, any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave that are scheduled to vest on or before the payroll end of the Company. At Severance Period or Disability Period shall vest upon the time you leave the payroll earlier of the Company, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you by the Company after the original vesting date of this Agreement shall vest and become immediately exercisable at the time you leave the payroll of the Companystock option award, (ii) all your commencement of Other Employment, and (iii) the end of the Severance Period or Disability Period; provided further that, vested stock options granted to you by the Company after the date of this Agreement shall remain exercisable until a date that is three years after the earlier of (x) your commencement of Other Employment and (y) the end of the Severance Period or Disability Period, but not beyond the term thereofof such options, and (c) with respect to equity awards granted on or after the Original Effective Date and before the expiration of the Term, shall be subject to the terms and conditions of the respective award agreements and the vesting provisions set forth in Section 4.2.2 and this Section 7.3, (d) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement and (iii) Term, the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” or “Performance” within the meaning of any stock option option, restricted stock, RSU, or other equity compensation agreement between the you and the Company, (e) for purposes of determining whether any equity based award granted before the Original Effective Date would have vested on or before the end of the Severance Period (as contemplated in clause (b) above), such equity based award(s) shall be deemed to vest pro rata over the applicable vesting period notwithstanding any inconsistent provisions in the plan or agreement under which it was granted; and (f) you shall not be eligible for continuation of Company car, automobile allowance, mobile phone, and/or country club membership reimbursements or any other similar discretionary allowances, to the extent applicable, during or after the Severance Period or Disability Period, or any other termination of employment under this Agreement. Effective with your termination of employment pursuant to Sections 4, 5 or 6, you will no longer be permitted to contribute to or receive a Company match in the TWC Savings Plan, or any successor plan, and you will no longer accrue benefit service under the Time Warner Cable Pension Plan or the Time Warner Cable Excess Benefit Pension Plan, or any successor plans, and your rights under those plans will be determined in accordance with the terms of those plans and applicable law.
Appears in 1 contract
Benefits After a Termination or Disability. During After the period you remain on the payroll Effective Termination Date of the Company after a termination without cause of employment pursuant to Section 4.2 and prior to the Severance Term Date or, if earlier, the Benefits Cessation Date, or during the Disability Period, you shall continue to be eligible treated as an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its executives. After the Effective Termination Date of a termination of employment pursuant to Section 4.2 and prior to the Severance Term Date, or, if earlier, the Benefits Cessation Date, you will continue to receive all other benefits maintained in effect by the Company for its senior executives; provided, howeversuch as financial services reimbursement or an automobile allowance. After the Effective Termination Date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive planplan and you shall not be entitled to continue elective deferrals in or accrue additional benefits under any qualified or nonqualified retirement programs maintained by the Company, including the Deferred Compensation Plans. You shall continue As applicable, at (i) the Severance Term Date or, if earlier, the Benefits Cessation Date, in connection with a termination of employment pursuant to be an employee Section 4.2, (ii) the effective date of your retirement, or (iii) the end of the Company for purposes term of any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of the Company. At the time you leave the payroll of the Companyemployment pursuant to Section 4.3, your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, restricted stock unit, performance stock unit, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock, restricted stock unit, performance stock unit, stock appreciation right, bonus unit, management incentive or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, (a) if you leave the payroll of your employment with the Company as a result of a termination is terminated pursuant to Section 4.2, then (i) all stock options options, restricted stock, and performance stock units granted to you by the Company on or after November 1, 2003 that have not vested shall continue to vest through the date of this Agreement shall vest and become immediately exercisable at the time you leave the payroll earlier of the CompanySeverance Term Date and the Benefits Cessation Date, (ii) consistent with the terms of the Prior Agreement and your previous employment agreement, all stock options granted to you by the Company on or after November 1, 2003 and before the date of this Agreement Effective Date (the “Existing Options”) that have not vested shall vest on, and all Existing Options shall remain exercisable for a period of five years after, the earlier of the Severance Term Date and the Benefits Cessation Date (but not beyond the term thereofof such options), (iii) during all Term Options that have not vested shall vest on the remainder earlier of the Severance Term Date and the Benefits Cessation Date and all Term Options shall remain exercisable for the full term of employment and such Term Options; (iv) any performance stock units granted to you by the Company after January 1, 2008 will not be pro-rated in determining the number of shares of Time Warner Common Stock to be paid out at the end of the applicable performance period, but will instead vest as though you remained employed for a period of three months thereafter or such longer period as may be specified in any stock option agreement the full performance period; and (iiiv) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the Company; (b) because you have attained age 55 and ten years of service with the Company or an affiliate of the Company, if your employment is voluntarily terminated by you pursuant to Section 4.6 at any time prior to the Term Date, then all unvested Existing Options and Term Options shall vest and become immediately exercisable on the date of your retirement, and all Existing Options and Term Options shall remain exercisable for five years following the effective date of your retirement (but not beyond the term of such options); and (c) if your employment is voluntarily terminated by you on or after the Term Date or is terminated by the Company pursuant to Section 4.3, then (i) all Existing Options that have not vested shall vest and become immediately exercisable on the effective date of the termination of employment and all Existing Options shall remain exercisable for five years following the effective date of such termination of employment (but not beyond the term of such Existing Options) and (ii) all Term Options that have not vested shall vest and become immediately exercisable on the effective date of termination of employment and all Term Options shall remain exercisable for their full term; provided, however, that, with respect to each of clauses (b) and (c), if the Company has given notice of termination under Section 4.1 prior to your election to terminate employment pursuant to either clause, then the terms of the applicable stock option plan or agreement shall be controlling. With respect to awards of restricted stock units (“RSUs”) held at the Effective Termination Date of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 13.17, the treatment of the RSUs will be determined in accordance with the terms of the applicable award agreement(s).
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause Severance Period or during the Disability Period, unless you accept Other Employment as described in Sections 4.2.2 (Severance Benefits) or 5.2 (Recovery From Disability), you shall continue to be eligible to participate in the Company's health and welfare benefit plans and to receive the benefits required to plans, or comparable arrangements that may be provided to you under this Agreement implemented for former employees covered by severance arrangements, to the extent such benefits are maintained in effect by the Company for its senior executives; provided, provided however, (a) you shall not be entitled to any additional awards or grants under any stock option, restricted stock stock, RSU or other stock based incentive plan. You plan or Additional Compensation Plans, (b) any equity awards or other Long-term Incentive Awards granted on or after the Effective Date and during the Term shall continue be subject to be an employee the terms and conditions of the respective award agreements and the vesting provisions set forth in Section 4.2.2 and this Section 7.2, (c) during the Term, but only for equity awards granted after the Effective Date, the Company shall not be permitted to determine that your employment was terminated for purposes “Performance” within the meaning of any stock option option, restricted stock, RSU, or other equity compensation agreement between you and restricted shares agreements and the Company, (d) you shall not be eligible for continuation of Company car, automobile allowance and/or country club membership reimbursements, to the extent applicable, during or after the Severance Period or Disability Period, or any other incentive plan awards until such time as termination of employment under this Agreement. Effective with your termination of employment pursuant to Sections 4, 5 or 6, you leave will no longer be permitted to contribute to or receive a Company match in the payroll TWC Savings Plan, or any successor plan, and you will no longer accrue benefit service under the Time Warner Cable Pension Plan or the Time Warner Cable Excess Benefit Pension Plan, or any successor plans, and your rights under those plans will be determined in accordance with the terms of the Companythose plans and applicable law. At the time you leave the payroll of the CompanyUnless otherwise stated in this Agreement, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation rightRSU, bonus unitor other equity compensation, Additional Compensation Plans, or any management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock optionsrelated award agreements. Notwithstanding the foregoing, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you leave the payroll of your continued participation in the Company, (ii) all stock options granted ’s benefit plans shall be subject to you by the Company after the date limitations of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement and (iii) the Company shall not be permitted to determine that your employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Companyapplicable law.
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause Severance Period or during the Disability Period, subject to Section 4.2.3, you shall continue to be treated as if you were an employee of the Company and shall continue to be eligible to participate in the benefit plans Company’s life insurance (including GUL premiums provided for in Section 7) and to medical, dental and hospitalization programs, and receive the benefits required to be Company courtesy services and financial planning services, as provided to you for under this Agreement Section 8.1 above, in each case to the extent such benefits are maintained in effect by the Company for its senior executivesexecutives or comparable arrangements that may be implemented for former employees covered by severance arrangements; provided, howeverfurther, that you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You shall continue to be an employee As of your Effective Date of Termination or the end of the Disability Period (or earlier if you are deemed to have incurred a separation from service due to disability), you will no longer be permitted to contribute to or receive a Company for purposes match in the TWC Savings Plan and you will no longer accrue benefit service under the Time Warner Cable Pension Plan or the Time Warner Cable Excess Benefit Pension Plan, and your rights under those plans will be determined in accordance with the terms of any stock option those plans and restricted shares agreements and any other incentive plan awards until such time applicable law. After the Severance Period or Disability Period, as you leave the payroll of the Company. At the time you leave the payroll of the Companyapplicable, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock units, or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you leave the payroll of the Company, (ii) all stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement and (iii) the Company shall not be permitted to determine that your employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Company.
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Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause or during the Disability Period, you shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you under this Agreement to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of the Company. At the time you leave the payroll of the Company, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then then, except if you shall otherwise qualify for retirement under the terms of the applicable stock option agreement, (i) all stock options granted to you by the Company or Time Warner Inc. on or after January 10, 2000 (which options are collectively referred to as your "Term Options") which would have vested on or before the Severance Term Date (or the comparable date of under any employment agreement that amends, replaces or supersedes this Agreement Agreement) shall vest and become immediately exercisable at upon the time effective date of such termination, (ii) all your vested options shall remain exercisable while you are on the payroll of the Company and for a period of three years after the date you leave the payroll of the Company, (ii) all stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement options), and (iii) the Company shall not be permitted to determine that your employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Company.Company or Time Warner Inc.
Appears in 1 contract
Benefits After a Termination or Disability. During After the period you remain on the payroll Effective Termination Date of the Company after a termination without cause of employment pursuant to Section 4.2 and prior to the Severance Term Date or during the Disability Period, you shall continue to be eligible treated as an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its senior executives; provided, however. After the Effective Termination Date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At the time you leave the payroll of the Company, Severance Term Date your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or shall be determined in accordance with the terms and provisions of such plans. At the Severance Term Date or, if earlier, the Equity Cessation Date, your rights to benefits and payments under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other long-term incentive plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then then, consistent with the terms of the Prior Agreement (i) all stock options granted to you by the Company after the date purchase shares of this Agreement Time Warner Common Stock shall vest continue to vest, and become immediately exercisable at the time you leave the payroll of the Company, (ii) all any such vested stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereofof such options) during through the remainder earlier of the term Severance Term Date or the Equity Cessation Date; (ii) except if you shall then qualify for retirement under the terms of the applicable stock option agreement and would receive more favorable treatment under the terms of the stock option agreement.
(x) all stock options to purchase shares of Time Warner Common Stock granted to you by the Company that would have vested on or before the Severance Term Date (or the comparable date under any employment agreement that amends, replaces or supersedes this Agreement) shall vest and become immediately exercisable upon the earlier of the Severance Term Date or the Equity Cessation Date, and (y) all your vested stock options shall remain exercisable for a period of three months thereafter years after the earlier of the Severance Term Date or the Equity Cessation Date (but not beyond the term of such longer period as may be specified in any stock option agreement options); and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the Company. With respect to awards of restricted stock units (“RSUs”) held at the Effective Termination Date of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 12.17, (i) if you are eligible for retirement treatment at the Effective Termination Date, then for all awards of RSUs that contain special accelerated vesting upon retirement, the vesting of the RSUs will accelerate upon, and the shares of Time Warner Common Stock will be paid to you promptly following, the effective date of termination of employment, (ii) if you are not eligible for retirement treatment at the Effective Termination Date, then the treatment of the RSUs (other than the RSUs granted to you on October 25, 2006) will be determined at the earlier of the Severance Term Date or the Equity Cessation Date in accordance with the terms of the applicable award agreement(s), but the shares of Time Warner Common Stock underlying any vested RSUs will not be paid to you until promptly following the next regular vesting date(s) for such award(s) of RSUs, and (iii) the treatment of the RSUs granted to you on October 25, 2006 will be determined at the Effective Termination Date in accordance with the terms of the applicable award agreement.
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain the Executive remains on the payroll of the Company after a termination without cause or pursuant to Section 4.2 and during the Disability Period and any Advisory Period, you the Executive shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you the Executive under this Agreement Sections 7 and 8.1 to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you the Executive shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You The Executive shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards during the term of employment and any Advisory Period and until such time as you the Executive shall leave the payroll of the Company. At the time you leave the Executive's term of employment and any Advisory Period terminates and he leaves the payroll of the CompanyCompany pursuant to the provisions of Section 4.1, your 4.2, 5 or 6, the Executive's rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined determined, subject to the other terms and provisions of this Agreement, in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement (but without affecting any less restrictive or more favorable to the Executive provisions of any such plan or agreement), if you leave the Executive leaves the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you the Executive by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you the Executive shall leave the payroll of the CompanyCompany pursuant to Section 4.2, (ii) all stock options granted to you the Executive by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and any Advisory Period and for a period of three months thereafter or such longer period as may shall be specified in any applicable stock option agreement and (iii) the Company shall not be permitted to determine that your the Executive's employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you Company and the CompanyExecutive.
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain the Executive remains on the payroll of the Company after a termination without cause or pursuant to Section 4.2 and during the Disability Period and any Advisory Period, you the Executive shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you the Executive under this Agreement Sections 7 and 8.1 to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you the Executive shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You The Executive shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards during the term of employment and any Advisory Period and until such time as you the Executive shall leave the payroll of the Company. At the time you leave the Executive's term of employment and any Advisory Period terminates and he leaves the payroll of the CompanyCompany pursuant to the provisions of Section 4.1, your 4.2, 5 or 6, the Executive's rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined determined, subject to the other terms and provisions of this Agreement, in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement (but without affecting any less restrictive or more favorable to the Executive provisions of any such plan or agreement), if you leave the Executive leaves the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you the Executive by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you the Executive shall leave the payroll of the CompanyCompany pursuant to Section 4.2, (ii) all stock options granted to you the Executive by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and any Advisory Period and for a period of three months thereafter or such longer period as may shall be specified in any applicable stock option agreement and (iii) the Company shall not be permitted to determine that your the Executive's employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Company.unsatisfactory
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain the Executive remains on the payroll of the Company after a termination without cause or pursuant to Section 4.2 and during the Disability Period, you Period the Executive shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you the Executive under this Agreement Sections 7 and 8.1 to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you the Executive shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You The Executive shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards during the term of employment and until such time as you the Executive shall leave the payroll of the Company. At the time you leave the Executive's term of employment with the Company terminates and he leaves the payroll of the CompanyCompany pursuant to the provisions of Section 4.1, your 4.2, 5, 6 or 13, the Executive's rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined determined, subject to the other terms and provisions of this Agreement, in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the Executive leaves the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you the Executive by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you the Executive shall leave the payroll of the CompanyCompany pursuant to Section 4.2, (ii) all stock options granted to you the Executive by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and the Advisory Period and for a period of three months thereafter or such longer period as may be specified in any stock option agreement and (iii) the Company shall not be permitted to determine that your the Executive's employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you Company and the CompanyExecutive.
Appears in 1 contract
Benefits After a Termination or Disability. During After the period you remain on the payroll Effective Termination Date of the Company after a termination without cause of employment pursuant to Section 4.2 and prior to the Severance Term Date or during the Disability Period, you shall continue to be eligible treated like an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its senior executives; provided, however. After the Effective Termination Date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At the time you leave the payroll of the CompanySeverance Term Date, your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or shall be determined in accordance with the terms and provisions of such plans. At the Severance Term Date or, if earlier, the Equity Cessation Date, your rights to benefits and payments under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other long-term incentive plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then then, consistent with the terms of the Prior Agreements, (i) all stock options to purchase shares of Time Warner Common Stock shall continue to vest, through the earlier of the Severance Term Date or the Equity Cessation Date; (ii) except if you shall then qualify for retirement under the terms of the applicable stock option agreement and would receive more favorable treatment under the terms of the stock option agreement, (x) all stock options to purchase shares of Time Warner Common Stock granted to you by the Company after that would have vested on or before the Severance Term Date (or the comparable date of under any employment agreement that amends, replaces or supersedes this Agreement Agreement) shall vest and become immediately exercisable at upon the time you leave the payroll earlier of the CompanySeverance Term Date or the Equity Cessation Date, and (iiy) all your vested stock options granted to you by the Company after the date of this Agreement shall remain exercisable for a period of three years after the earlier of the Severance Term Date or the Equity Cessation Date (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement options); and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the Company. With respect to awards of restricted stock units (“RSUs”) held at the Effective Termination Date of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 12.17, the treatment of the RSUs will be determined in accordance with the terms of the applicable award agreement(s).
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain the Executive remains on the payroll of the Company after a termination without cause or pursuant to Section 4.2 and during the Disability Period, you Period the Executive shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you the Executive under this Agreement Section 8.1 to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you the Executive shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You The Executive shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards during the term of employment and until such time as you the Executive shall leave the payroll of the Company. At the time you leave the Executive's term of employment with the Company terminates and he leaves the payroll of the CompanyCompany pursuant to the provisions of Section 4.1, your 4.2, 5, 6 or 13, the Executive's rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined determined, subject to the other terms and provisions of this Agreement, in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the Executive leaves the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you the Executive by the Company after the date of this Agreement shall vest and (i) become immediately exercisable at the time you the Executive shall leave the payroll of the Company, Company pursuant to Section 4.2 and (ii) all stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and the Advisory Period and for a period of three months thereafter or such longer period as may be specified in any stock option agreement and (iii) the Company shall not be permitted to determine that your employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Companythereafter.
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause or during the Disability Period, you shall continue to be an employee of the Company and shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you under this Agreement to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of the Company. At the time you leave the payroll of the Company, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if (a) all stock options granted to you leave by the payroll Company prior to the Effective Date shall be continue to be governed by the terms and provisions of the applicable stock option plan or agreement under which such options were awarded, as modified by the Prior Agreement; (b) if your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then (i) all stock options and restricted stock granted to you by the Company after the date of under this Agreement shall continue to vest and become immediately exercisable at the time while you leave remain on the payroll of the Company, Company (and thereafter receive a pro rata portion of unvested restricted stock) and (ii) all stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement and (iii) the Company shall not be permitted to determine that your employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Company; and (c) if your employment is voluntarily terminated by you at any time (x) following the attainment of age 55 with ten years of service with the Company or any Affiliate or (y) pursuant to a retirement plan or early retirement program of the Company or any Affiliate, then all options granted to you by the Company shall vest and become immediately exercisable, and shall remain exercisable for five years following your date of termination (but not beyond the term of such options); provided, however, that if the Company has given notice of termination under Section 4.1 of this Agreement prior to your election to terminate pursuant to this subsection, then the terms of the applicable stock option plan or agreement shall be controlling.
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain the Executive remains on the payroll of the Company after a termination without cause or pursuant to Section 4.2 and during the Disability Period, you Period the Executive shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you the Executive under this Agreement Section 8.1 to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you that except with respect to the Contract Options, the Executive shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You The Executive shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards during the term of employment and until such time as you the Executive shall leave the payroll of the Company. At the time you leave the Executive's term of employment with the Company terminates and he leaves the payroll of the CompanyCompany pursuant to the provisions of Section 4.1, your 4.2, 4.6, 5 or 6, the Executive's rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined determined, subject to the other terms and provisions of this Agreement, in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive the provisions of any such plan or agreement, if you all stock options granted to the Executive by the Company shall become immediately exercisable at the time the Executive shall leave the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you leave the payroll of the Company, (ii) all stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement and (iii) the Company shall not be permitted to determine that your employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Company.
Appears in 1 contract
Benefits After a Termination or Disability. During After the period you remain on Effective Termination Date of employment pursuant to Section 4.2 and prior to the payroll of the Company after a termination without cause Severance Term Date or during the Disability Period, you shall continue to be eligible treated as an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its senior executives; provided, however. After the Effective Termination Date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At the time you leave the payroll of the Company, Severance Term Date your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or shall be determined in accordance with the terms and provisions of such plans. At the Severance Term Date or, if earlier, the Equity Cessation Date, your rights to benefits and payments under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other long-term incentive plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, howeverconsistent with the terms of the employment agreement dated as of February 13, that 2002 between the Company and you (which terms were carried forward to the employment agreement between you and Time Warner Entertainment Company, L.P. and to the Prior Agreements), notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then then, (i) all stock options granted to you by the Company after the date purchase shares of this Agreement Time Warner Common Stock shall vest continue to vest, and become immediately exercisable at the time you leave the payroll of the Company, (ii) all any such vested stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during of such options), through the remainder earlier of the term Severance Term Date or the Equity Cessation Date; (ii) except if you shall then qualify for retirement under the terms of the applicable stock option agreement and would receive more favorable treatment under the terms of the stock option agreement, (x) all stock options to purchase shares of Time Warner Common Stock granted to you on or after February 1, 2002 (the “Term Options”) that would have vested on or before the Severance Term Date (or the comparable date under any employment agreement that amends, replaces or supersedes this Agreement) shall vest and become immediately exercisable upon the earlier of the Severance Term Date or the Equity Cessation Date, and (y) all your vested Term Options shall remain exercisable for a period of three months thereafter years after the earlier of the Severance Term Date or the Equity Cessation Date (but not beyond the term of such longer period as may be specified in any stock option agreement options); and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the Company. With respect to awards of restricted stock units for Time Warner Common Stock (“RSUs”) held at the Effective Termination Date of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 11.17, (i) if you are eligible for retirement treatment at the Effective Termination Date, then for all awards of RSUs that contain special accelerated vesting upon retirement, the vesting of the RSUs will accelerate upon, and the shares of Time Warner Common Stock will be paid to you promptly following, the Effective Termination Date; and (ii) if you are not eligible for retirement treatment at the Effective Termination Date, then the treatment of the RSUs (other than the Make-Whole RSU grant made pursuant to Section 3.5) will be determined at the earlier of the Severance Term Date or the Equity Cessation Date in accordance with the terms of the applicable award agreement(s), but the shares of Time Warner Common Stock underlying any vested RSUs will not be paid to you until promptly following the next regular vesting date(s) for such award(s) of RSUs. With respect to the Make-Whole RSUs, if there is a termination of employment pursuant to Section 4.2 at a time when you are not eligible for retirement treatment, then, subject to potential further delay in payment pursuant to Section 11.17, a pro-rated portion of the Make-Whole RSU, representing the number of RSUs that would vest through the Severance Term Date, shall vest and be paid to you promptly following the Effective Termination Date.
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause or during the Disability Period, you shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you under this Agreement to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of the Company. At the time you leave the payroll of the Company, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of the Company as a result of a termination pursuant to Section 4.2, then then, except if you shall otherwise qualify for retirement under the terms of the applicable stock option agreement, (i) all stock options granted to you by AOLTW or Time Warner Inc. on or after January 10, 2000 (which options are collectively referred to as your “Term Options”) which would have vested on or before the Company after Term Date (or the comparable date of under any employment agreement that amends, replaces or supersedes this Agreement Agreement) shall vest and become immediately exercisable at upon the time effective date of such termination, (ii) all your vested Term Options shall remain exercisable while you are on the payroll of the Company and for a period of three years after the date you leave the payroll of the Company, (ii) all stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement options), and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the Company.AOLTW or Time Warner Inc.
Appears in 1 contract
Benefits After a Termination or Disability. During After the period you remain on the payroll Effective Termination Date of the Company after a termination without cause of employment pursuant to Section 4.2 and prior to the Severance Term Date or during the Disability Period, you shall continue to be eligible treated as an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its senior executives; provided, however. After the Effective Termination Date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At the time you leave the payroll of the Company, Severance Term Date your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or shall be determined in accordance with the terms and provisions of such plans. At the Severance Term Date or, if earlier, the Equity Cessation Date, your rights to benefits and payments under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other long-term incentive plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, howeverconsistent with the terms of the Prior Agreement, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then then, (i) all stock options granted to you by the Company after the date purchase shares of this Agreement Time Warner Common Stock shall vest continue to vest, and become immediately exercisable at the time you leave the payroll of the Company, (ii) all any such vested stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereofof such options) during through the remainder earlier of the term Severance Term Date or the Equity Cessation Date; (ii) except if you shall then qualify for retirement under the terms of the applicable stock option agreement and would receive more favorable treatment under the terms of the stock option agreement; (x) all stock options to purchase shares of Time Warner Common Stock granted to you on or after January 1, 2005 (the “Term Options”) that would have vested on or before the Severance Term Date (or the comparable date under any employment agreement that amends, replaces or supersedes this Agreement) shall vest and become immediately exercisable upon the earlier of the Severance Term Date or the Equity Cessation Date, and (y) all your vested Term Options shall remain exercisable for a period of three months thereafter years after the earlier of the Severance Term Date or the Equity Cessation Date (but not beyond the term of such longer stock options); (iii) in accordance with the terms of the letter agreement dated December 18, 2001 between you and the Company, the vested stock options granted to you on or prior to April 6, 2001 shall remain exercisable for a period as may of three years after the Severance Term Date or the Equity Cessation Date (but not beyond the term of such options); (iv) all stock options granted to you after April 6, 2001 and before January 1, 2005 shall be specified in any governed by the terms of the applicable stock option plan and agreement under which such options were awarded and (iiiv) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the Company. With respect to awards of restricted stock units (“RSUs”) held at the Effective Termination Date of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 12.17, (i) if you are eligible for retirement treatment at the Effective Termination Date, then for all awards of RSUs that contain special accelerated vesting upon retirement, the vesting of the RSUs will accelerate upon, and the shares of Time Warner Common Stock will be paid to you promptly following, the Effective Termination Date, and (ii) if you are not eligible for retirement treatment at the effective date of the termination of employment, then the treatment of the RSUs will be determined at the earlier of the Severance Term Date or the Equity Cessation Date in accordance with the terms of the applicable award agreement(s), but the shares of Time Warner Common Stock underlying any vested RSUs will not be paid to you until promptly following the next regular vesting date(s) for such award(s) of RSUs.
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause or during the Disability Period, you shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you under this Agreement to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of the Company. At the time you leave the payroll of the Company, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then then, except if you shall otherwise qualify for retirement under the terms of the applicable stock option agreement, (i) all stock options granted to you by the Company after the date of this Agreement prior to a termination pursuant to Section 4.2 shall vest and become immediately exercisable at upon the time effective date of such termination, (ii) all your vested options shall remain exercisable while you are on the payroll of the Company and for a period of three years after the date you leave the payroll of the Company, (ii) all stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement options), and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the Company.
Appears in 1 contract
Benefits After a Termination or Disability. During After the period you remain on Effective Termination Date of employment pursuant to Section 4.2 and prior to the payroll of the Company after a termination without cause Severance Term Date or during the Disability Period, you shall continue to be eligible treated as an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its senior executives; provided, however. After the Effective Termination Date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At the time you leave the payroll of the Company, Severance Term Date your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or shall be determined in accordance with the terms and provisions of such plans. At the Severance Term Date or, if earlier, the Equity Cessation Date, your rights to benefits and payments under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other long-term incentive plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, howeverconsistent with the terms of the employment agreement dated as of February 13, that 2002 between the Company and you (which terms were carried forward to the employment agreement between you and Time Warner Entertainment Company, L.P. and to the Prior Agreements), notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is 11 terminated as a result of a termination pursuant to Section 4.2, then then, (i) all stock options granted to you by the Company after the date purchase shares of this Agreement Time Warner Common Stock shall vest continue to vest, and become immediately exercisable at the time you leave the payroll of the Company, (ii) all any such vested stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during of such options), through the remainder earlier of the term Severance Term Date or the Equity Cessation Date; (ii) except if you shall then qualify for retirement under the terms of the applicable stock option agreement and would receive more favorable treatment under the terms of the stock option agreement, (x) all stock options to purchase shares of Time Warner Common Stock granted to you on or after February 1, 2002 (the “Term Options”) that would have vested on or before the Severance Term Date (or the comparable date under any employment agreement that amends, replaces or supersedes this Agreement) shall vest and become immediately exercisable upon the earlier of the Severance Term Date or the Equity Cessation Date, and (y) all your vested Term Options shall remain exercisable for a period of three months thereafter years after the earlier of the Severance Term Date or the Equity Cessation Date (but not beyond the term of such longer period as may be specified in any stock option agreement options); and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the Company. With respect to awards of restricted stock units for Time Warner Common Stock (“RSUs”) held at the Effective Termination Date of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 11.17, (i) if you are eligible for retirement treatment at the Effective Termination Date, then for all awards of RSUs that contain special accelerated vesting upon retirement, the vesting of the RSUs will accelerate upon, and the shares of Time Warner Common Stock will be paid to you promptly following, the Effective Termination Date; and (ii) if you are not eligible for retirement treatment at the Effective Termination Date, then the treatment of the RSUs (other than the Make-Whole RSU grant made pursuant to Section 3.5) will be determined at the earlier of the Severance Term Date or the Equity Cessation Date in accordance with the terms of the applicable award agreement(s), but the shares of Time Warner Common Stock underlying any vested RSUs will not be paid to you until promptly following the next regular vesting date(s) for such award(s) of RSUs. With respect to the Make-Whole RSUs, if there is a termination of employment pursuant to Section 4.2 prior to their vesting, then, subject to potential further delay in payment pursuant to Section 11.17, a pro-rated portion of the Make-Whole RSU, representing the number of RSUs that would vest through the Severance Term Date, shall vest and be paid to you promptly following the Effective Termination Date.
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause or during the Disability Period, you shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you under this Agreement to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of the Company. At the time you leave the payroll of the Company, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then then, except if you shall otherwise qualify for retirement under the terms of the applicable stock option agreement, (i) all stock options granted to you by the Company after which would have vested on or before the Severance Term Date (or the comparable date of any employment agreement that amends, replaces or supersedes this Agreement Agreement) shall vest and become immediately exercisable at upon the time effective date of such termination, (ii) all your vested options, including those which shall vest as provided in subsection (i) above, shall remain exercisable while you are on the payroll of the Company and for a period of three years after the date you leave the payroll of the Company, (ii) all stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement options), and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the Company or “for cause” pursuant to Sections 10(d) and 11(c) of the 1999 Stock Option Plan of the Company (other than in connection with a determination that you committed fraud, embezzlement or misappropriation during your employment with the Company).
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause or during the Disability Period, you shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you under this Agreement to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of the Company. At the time you leave the payroll of the Company, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of the Company as a result of a termination pursuant to Section 4.2, then then, except if you shall otherwise qualify for retirement under the terms of the applicable stock option agreement, consistent with the terms of the Prior Agreement, (i) all stock options granted to purchase shares of Time Warner Inc. common stock will continue to vest, and any vested Time Warner stock options will remain exercisable (but not beyond the term of such stock options), while you by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you leave remain on the payroll of the Company, (ii) all Time Warner Inc. stock options granted to you by on or after January 10, 2000 (which options are collectively referred to as your “Term Options”) that would have vested on or before the Company Severance Term Date (or the comparable date of any employment agreement that amends, replaces or supercedes this Agreement) shall vest and become immediately exercisable on the date you leave the payroll of the Company, (iii) all your vested Term Options shall remain exercisable for a period of three years after the date you leave the payroll of this Agreement shall remain exercisable the Company (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement options), and (iiiiv) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the Company.Time Warner Inc.
Appears in 1 contract
Benefits After a Termination or Disability. During After the period you remain on the payroll Effective Termination Date of the Company after a termination without cause of employment pursuant to Section 4.2 and prior to the Severance Term Date or during the Disability Period, you shall continue to be eligible treated as an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its senior executives; provided, however. After the Effective Termination Date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At the time you leave the payroll of the CompanySeverance Term Date, your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or shall be determined in accordance with the terms and provisions of such plans. At the Severance Term Date or, if earlier, the Equity Cessation Date, your rights to benefits and payments under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other long-term incentive plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, howeverconsistent with the terms of the Prior Agreements, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then then, (i) all stock options granted to you by the Company after the date purchase shares of this Agreement Time Warner Common Stock shall vest continue to vest, and become immediately exercisable at the time you leave the payroll of the Company, (ii) all any such vested stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereofof such options) during through the remainder earlier of the term Severance Term Date or the Equity Cessation Date; (ii) except if you shall then qualify for retirement under the terms of the applicable stock option agreement and would receive more favorable treatment under the terms of the stock option agreement, (x) all stock options to purchase shares of Time Warner Common Stock granted to you on or after January 1, 2005 (the “Term Options”) that would have vested on or before the Severance Term Date (or the comparable date under any employment agreement that amends, replaces or supersedes this Agreement) shall vest and become immediately exercisable upon the earlier of the Severance Term Date or the Equity Cessation Date, and (y) all your vested Term Options shall remain exercisable for a period of three months thereafter years after the earlier of the Severance Term Date or the Equity Cessation Date (but not beyond the term of such longer period as may stock options); (iii) all stock options granted to you after April 6, 2001 and before January 1, 2005 shall be specified in any governed by the terms of the applicable stock option plan and agreement under which such options were awarded; and (iiiiv) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the CompanyCompany . With respect to awards of restricted stock units (“RSUs”) held at the Effective Termination Date of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 12.17, the treatment of the RSUs will be determined in accordance with the terms of the applicable award agreement(s).
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain the Executive remains on the payroll of the Company after a termination without cause pursuant to Section 4.2 or 4.3 and during the Disability Period, you the Executive shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you the Executive under this Agreement Sections 7 and 8.1 to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you the Executive shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You The Executive shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards during the term of employment and until such time as you the Executive shall leave the payroll of the Company. At the time you leave the Executive's term of employment with the Company terminates and he leaves the payroll of the CompanyCompany pursuant to the provisions of Section 4.1, your 4.2, 4.3, 5 or 6, the Executive's rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined determined, subject to the other terms and provisions of this Agreement, in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the Executive leaves the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you the Executive by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you the Executive shall leave the payroll of the CompanyCompany pursuant to Section 4.2, (ii) all stock options granted to you the Executive by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereofexpiration of the option term) during for the later of the remainder of the term of employment or through the Term Date, and for a period of three months thereafter or such longer period as may be specified in any stock option agreement and (iii) the Company shall not be permitted to determine that your the Executive's employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you Company and the Executive. The Executive's rights to receive payment of deferred compensation from the Trust Account, and the Company's and the Trustee's obligations with respect to the maintenance of the Trust Account and the payment of such deferred compensation, shall be governed by the provisions of Section 3.3, Annex A and the Trust Agreement.
Appears in 1 contract
Benefits After a Termination or Disability. During After the period you remain on the payroll Effective Termination Date of the Company after a termination without cause of employment pursuant to Section 4.2 and prior to the Severance Term Date or, if earlier, the Benefits Cessation Date, or during the Disability Period, you shall continue to be eligible treated like an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its executives. After the Effective Termination Date of a termination of employment pursuant to Section 4.2 and prior to the Severance Term Date, or, if earlier, the Benefits Cessation Date, you will continue to receive all other benefits maintained in effect by the Company for its senior executives; provided, howeversuch as financial services reimbursement or an automobile allowance. After the Effective Termination Date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive planplan and you shall not be entitled to continue elective deferrals in or accrue additional benefits under any qualified or nonqualified retirement programs maintained by the Company, including the Deferred Compensation Plans. You shall continue As applicable, at (i) the Severance Term Date or, if earlier, the Benefits Cessation Date, in connection with a termination of employment pursuant to be an employee Section 4.2, (ii) the effective date of your retirement, or (iii) the end of the Company for purposes term of any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of the Company. At the time you leave the payroll of the Companyemployment pursuant to Section 4.3, your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, restricted stock unit, performance stock unit, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock, restricted stock unit, performance stock unit, stock appreciation right, bonus unit, management incentive or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, (a) if you leave the payroll of your employment with the Company as a result of a termination is terminated pursuant to Section 4.2, then (i) all stock options options, restricted stock, and performance stock units granted to you by the Company on or after November 1, 2003 that have not vested shall continue to vest through the date of this Agreement shall vest and become immediately exercisable at the time you leave the payroll earlier of the CompanySeverance Term Date and the Benefits Cessation Date, (ii) consistent with the terms of the Prior Agreement and your previous employment agreements, all stock options granted to you by the Company on or after November 1, 2003 and before January 1, 2013 (the date of this Agreement “Existing Options”) that have not vested shall vest on, and all Existing Options shall remain exercisable for a period of five years after, the earlier of the Severance Term Date and the Benefits Cessation Date (but not beyond the term thereofof such options), (iii) during all Term Options and all Extension Term Options that have not vested shall vest on the remainder earlier of the term Severance Term Date and the Benefits Cessation Date and all Term Options and Extension Term Options shall remain exercisable for their full term; (iv) any performance stock units granted to you by the Company will not be pro-rated in determining the number of employment and shares of Time Warner Common Stock to be paid out at the end of the applicable performance period, but will instead vest as though you remained employed for a period of three months thereafter or such longer period as may be specified in any stock option agreement the full performance period; and (iiiv) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the Company; (b) because you have attained age 55 and ten years of service with the Company or an affiliate of the Company, if your employment is voluntarily terminated by you pursuant to Section 4.6 at any time (i) prior to December 31, 2017, then all unvested Existing Options and Term Options shall vest and become immediately exercisable on the date of your retirement, and all Existing Options and Term Options shall remain exercisable for five years following the effective date of your retirement (but not beyond the term of such options) or (ii) on or after January 1, 2018 and before the Term Date, then all unvested Term Options and Extension Term Options shall vest and become immediately exercisable on the date of your retirement, all Existing Options and Extension Term Options shall remain exercisable for five years following the effective date of your retirement (but not beyond the term of such options) and all Term Options shall remain exercisable for their full term; and (c) if your employment is voluntarily terminated by you on or after the Term Date or is terminated by the Company pursuant to Section 4.3, then (i) all Existing Options shall remain exercisable for five years following the effective date of such termination of employment (but not beyond the term of such Existing Options) and (ii) all Term Options and Extension Term Options that have not vested shall vest and become immediately exercisable on the effective date of termination of employment and all Term Options and Extension Term Options shall remain exercisable for their full term; provided, however, that, with respect to each of clauses (b) and (c), if the Company has given notice of termination under Section 4.1 prior to your election to terminate employment pursuant to either clause, then the terms of the applicable stock option plan or agreement shall be controlling. With respect to any awards of restricted stock units (“RSUs”) held at the Effective Termination Date of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 13.17, the treatment of the RSUs will be determined in accordance with the terms of the applicable award agreement(s).
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause or during the Disability Period, you shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you under this Agreement to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of the Company. At the time you leave the payroll of the Company, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then then, except if you would otherwise qualify for retirement under the terms of the applicable stock option agreement, (i) all stock options granted to you by the Company or America Online, Inc. ("America Online") on or after September 1, 2000 (which options are collectively referred to as your "Term Options") which would have vested on or before the Term Date (or the comparable date of any employment agreement that amends, replaces or supersedes this Agreement Agreement) shall vest and become immediately exercisable at upon the time effective date of such termination, (ii) all your vested Term Options shall remain exercisable while you are on the payroll of the Company and for a period of three years after the date you leave the payroll of the Company, (ii) all stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement options), and (iii) the Company shall not be permitted to determine that your employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Company. All stock options granted to you by America Online prior to September 1, 2000 shall be governed by the terms of the applicable stock option agreement.
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Benefits After a Termination or Disability. During After the period you remain on the payroll Effective Termination Date of the Company after a termination without cause of employment pursuant to Section 4.2 and prior to the Severance Term Date or during the Disability Period, you shall continue to be eligible treated like an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its senior executives; provided, however. After the Effective Termination Date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At the time you leave the payroll of the CompanySeverance Term Date, your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or shall be determined in accordance with the terms and provisions of such plans. At the Severance Term Date or, if earlier, the Equity Cessation Date, your rights to benefits and payments under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other long-term incentive plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, howeverconsistent with the terms of the Prior Agreement, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then then, subject to the application of any more favorable terms of the applicable stock option agreement, (i) all stock options to purchase shares of Time Warner Common Stock shall continue to vest, through the earlier of the Severance Term Date or the Equity Cessation Date; (ii) except if you shall then qualify for retirement under the terms of the applicable stock option agreement and would receive more favorable treatment under the terms of the stock option agreement, (x) all stock options to purchase shares of Time Warner Common Stock granted to you by on or after February 17, 2010 (the Company after “Term Options”) that would have vested on or before the later of the Term Date and the Severance Term Date (or the date of that is comparable to the Severance Term Date under any employment agreement that amends, replaces or supersedes this Agreement Agreement) shall vest and become immediately exercisable at upon the time you leave the payroll earlier of the CompanySeverance Term Date or the Equity Cessation Date, and (iiy) all stock options granted to you by the Company after the date of this Agreement your vested Term Options shall remain exercisable for a period of three years after the earlier of the Severance Term Date or the Equity Cessation Date (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement options); and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the Company. With respect to awards of restricted stock units (“RSUs”) held at the Effective Termination Date of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 11.17, the treatment of the RSUs will be determined in accordance with the terms of the applicable award agreement(s).
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Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause Severance Period or during the Disability Period, unless you accept Other Employment as described in Sections 4.2.2 (Severance Benefits) or 5.2 (Recovery From Disability), you shall continue to be eligible to participate in the Company’s health and welfare benefit plans and to receive the benefits required to plans, or comparable arrangements that may be provided to you under this Agreement implemented for former employees covered by severance arrangements, to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, (a) you shall not be entitled to any additional awards or grants under any stock option, restricted stock stock, RSU or other stock based incentive plan. You plan or Additional Compensation Plans, (b) any equity awards granted before January 1, 2010 that would have vested on or before the end of the Severance Period or Disability Period shall continue to be an employee vest during the Severance Period or Disability Period (consistent with the pro-rata vesting terms set forth in Section 7.2(e) below); provided that, any stock option awards that are scheduled to vest on or before the end of the Severance Period or Disability Period shall vest upon the earlier of (i) the original vesting date of the stock option award, (ii) your commencement of Other Employment, and (iii) the end of the Severance Period or Disability Period; provided further that, vested stock options shall remain exercisable until a date that is three years after the earlier of (x) your commencement of Other Employment and (y) the end of the Severance Period or Disability Period, but not beyond the term of such options, (c) any equity awards or other Long-term Incentive Awards granted on or after the Original Effective Date and before the expiration of the Term, shall be subject to the terms and conditions of the respective award agreements and the vesting provisions set forth in Section 4.2.2 and this Section 7.2, (d) during the Term, the Company shall not be permitted to determine that your employment was terminated for “unsatisfactory performance” or “Performance” within the meaning of any stock option, restricted stock, RSU, or other equity compensation agreement between you and the Company, and (e) for purposes of determining whether any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave equity based award granted before January 1, 2010 would have vested on or before the payroll end of the CompanySeverance Period (as contemplated in clause (b) above), such equity based award(s) shall be deemed to vest pro rata over the applicable vesting period notwithstanding any inconsistent provisions in the plan or agreement under which it was granted. At Effective with your termination of employment pursuant to Sections 4, 5 or 6, you will no longer be permitted to contribute to or receive a Company match in the time TWC Savings Plan, or any successor plan, and you leave will no longer accrue benefit service under the payroll Time Warner Cable Pension Plan or the Time Warner Cable Excess Benefit Pension Plan, or any successor plans, and your rights under those plans will be determined in accordance with the terms of the Companythose plans and applicable law. Unless otherwise stated in this Agreement, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation rightRSU, bonus unitor other equity compensation, Additional Compensation Plans, or any management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock optionsrelated award agreements. Notwithstanding the foregoing, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you leave the payroll of your continued participation in the Company, (ii) all stock options granted ’s benefit plans shall be subject to you by the Company after the date limitations of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement and (iii) the Company shall not be permitted to determine that your employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Companyapplicable law.
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause or during the Disability Period, you shall continue to be an employee of the Company and shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you under this Agreement to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of the Company. At the time you leave the payroll of the Company, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then then, except if you shall otherwise qualify for retirement under the terms of the applicable stock option agreement, (i) all stock options granted to you by Time Warner shall continue to vest, and any such vested stock options shall remain exercisable (but not beyond the Company after the date term of this Agreement shall vest and become immediately exercisable at the time such options) while you leave are on the payroll of the Company, (ii) all stock options granted to you by Time Warner after the Effective Date that would have vested on or before the Severance Term Date (or the comparable date under any employment agreement that amends, replaces or supersedes this Agreement) shall vest and become immediately exercisable upon the date you leave the payroll of the Company (such vested options, your “Term Options”), (iii) all your Term Options shall remain exercisable for a period of three years after the date you leave the payroll of this Agreement shall remain exercisable the Company (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement options), and (iiiiv) the Company and Time Warner shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the CompanyTime Warner.
Appears in 1 contract
Samples: Employment Agreement (AOL Inc.)
Benefits After a Termination or Disability. During the period you remain the Executive remains on the payroll of the Company after a termination without cause pursuant to Section 4.2 or 4.3 and during the Disability Period, you the Executive shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you the Executive under this Agreement Sections 7 and 8.1 to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you the Executive shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You The Executive shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards during the term of employment and until such time as you the Executive shall leave the payroll of the Company. At the time you leave the Executive's term of employment with the Company terminates and he leaves the payroll of the CompanyCompany pursuant to the provisions of Section 4.1, your 4.2, 4.3, 5 or 6, the Executive's rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined determined, subject to the other terms and provisions of this Agreement, in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the Executive leaves the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you the Executive by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you the Executive shall leave the payroll of the CompanyCompany pursuant to Section 4.2, (ii) all stock options granted to you the Executive by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder expiration of the term of employment and for a period of three months thereafter option term) through the Term Date or such longer period as may be specified in any stock option agreement and (iii) the Company shall not be permitted to determine that your the Executive's employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you Company and the Executive. The Executive's rights to receive payment of deferred compensation from the Trust Account, and the Company's and the Trustee's obligations with respect to the maintenance of the Trust Account and the payment of such deferred compensation, shall be governed by the provisions of Section 3.3, Annex A and the Trust Agreement.
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain the Executive remains on the payroll of the Company after a termination without cause pursuant to Section 4.2 or 4.3 and during the Disability Period, you the Executive shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you the Executive under this Agreement Sections 7 and 8.1 to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you the Executive shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You In the event of a termination of the term of employment pursuant to Section 4.2, the Company shall, at its sole election, either issue to the Executive the stock options the Executive would have received from the Company for the remainder of the term of employment had such termination not occurred or pay to the Executive in cash an amount equal to the value of such stock options. The Executive shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards during the term of employment and until such time as you the Executive shall leave the payroll of the Company. At the time you leave the Executive's term of employment with the Company terminates and he leaves the payroll of the CompanyCompany pursuant to the provisions of Section 4.1, your 4.2, 4.3, 5 or 6, the Executive's rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined determined, subject to the other terms and provisions of this Agreement, in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the Executive leaves the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you the Executive by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you the Executive shall leave the payroll of the CompanyCompany pursuant to Section 4.2, (ii) all stock options granted to you the Executive by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement and (iii) the Company shall not be permitted to determine that your employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Company.employment
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain the Executive remains on the payroll of the Company after a termination without cause or pursuant to Section 4.2 and during the Disability Period, you Period the Executive shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you the Executive under this Agreement Sections 7.2 and 8.1 to the extent such benefits are maintained in effect by the Company for its senior executivesexecutives (and under Section 7.1 without regard to whether such benefits are maintained in effect for other senior executives of the Company); provided, however, you that except with respect to the Contract Options, the Executive shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You The Executive shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards during the term of employment and until such time as you the Executive shall leave the payroll of the Company. At the time you leave the Executive's term of employment with the Company terminates and he leaves the payroll of the CompanyCompany pursuant to the provisions of Section 4.1, your 4.2, 4.6, 5 or 6, the Executive's rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined determined, subject to the other terms and provisions of this Agreement, in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive the provisions of any such plan or agreement, if you leave the Executive leaves the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you the Executive by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you the Executive shall leave the payroll of the CompanyCompany pursuant to Section 4.2, (ii) all stock options granted to you the Executive by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereofexpiration of the option term) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may shall be specified in any applicable stock option agreement and (iii) the Company shall not be permitted to determine that your the Executive's employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you Company and the CompanyExecutive.
Appears in 1 contract
Benefits After a Termination or Disability. During After the period you remain on the payroll Effective Termination Date of the Company after a termination without cause of employment pursuant to Section 4.2 and prior to the Severance Term Date or during the Disability Period, you shall continue to be eligible treated like an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its executives. After the Effective Termination Date or a termination of employment pursuant to Section 4.2 and prior to the Severance Term Date, you will continue to receive all other benefits maintained in effect by the Company for its senior executives; provided, howeversuch as financial services reimbursement. After the Effective Termination Date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At the time you leave the payroll of the CompanySeverance Term Date, your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or shall be determined in accordance with the terms and provisions of such plans. At the Severance Term Date or, if earlier, the Equity Cessation Date, your rights to benefits and payments under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other long-term incentive plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, howeverconsistent with the terms of the Prior Agreement, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then then, subject to the application of any more favorable terms of the applicable stock option agreement, (i) all stock options to purchase shares of Time Warner Common Stock shall continue to vest, through the earlier of the Severance Term Date or the Equity Cessation Date; (ii) except if you shall then qualify for retirement under the terms of the applicable stock option agreement and would receive more favorable treatment under the terms of the stock option agreement, (x) all stock options to purchase shares of Time Warner Common Stock granted to you by on or after February 17, 2010 (the Company after “Term Options”) that would have vested on or before the later of the Term Date and the Severance Term Date (or the date of that is comparable to the Severance Term Date under any employment agreement that amends, replaces or supersedes this Agreement Agreement) shall vest and become immediately exercisable at upon the time you leave the payroll earlier of the CompanySeverance Term Date or the Equity Cessation Date, and (iiy) all stock options granted to you by the Company after the date of this Agreement your vested Term Options shall remain exercisable for a period of three years after the earlier of the Severance Term Date or the Equity Cessation Date (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement options); and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” or “cause”, in either case within the meaning of any stock option agreement between the you and the Company. With respect to awards of restricted stock units (“RSUs”) held at the Effective Termination Date of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 12.17, the treatment of the RSUs will be determined in accordance with the terms of the applicable award agreement(s).
Appears in 1 contract
Benefits After a Termination or Disability. During After the period you remain on the payroll effective date of the Company after a termination without cause of employment pursuant to Section 4.2 and prior to the Severance Term Date or during the Disability Period, you shall continue to be eligible treated as an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its senior executives; provided, however. After the effective date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock unit or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At the time you leave the payroll of the CompanySeverance Term Date, your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or shall be determined in accordance with the terms and provisions of such plans. At the Severance Term Date or, if earlier, the Equity Cessation Date, your rights to benefits and payments under any stock option, restricted stockstock unit, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock units or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then then, (i) all stock options granted to you by the Company after the date purchase shares of this Agreement Time Warner Common Stock shall vest continue to vest, and become immediately exercisable at the time you leave the payroll of the Company, (ii) all any such vested stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereofof such options) during through the remainder earlier of the term Severance Term Date or the Equity Cessation Date; (ii) except if you shall then qualify for retirement under the terms of the applicable stock option agreement and would receive more favorable treatment under the terms of the stock option agreement, (x) then, consistent with the terms of the Prior Employment Agreement, all stock options to purchase shares of Time Warner Common Stock granted to you on or after November 26, 2006 and prior to the Effective Date (the “Term Options”) that would have vested on or before the Severance Term Date (or the comparable date under any employment agreement that amends, replaces or supersedes this Agreement) shall vest and become immediately exercisable upon the earlier of the Severance Term Date or the Equity Cessation Date, (y) all stock options to purchase shares of Time Warner Common Stock granted to you on or after the Effective Date (the “Subsequent Term Options”) shall vest and become immediately exercisable on the earlier of the Severance Term Date or the Equity Cessation Date, and (z) all your vested Term Options and Subsequent Term Options shall remain exercisable for a period of three months thereafter years after the earlier of the Severance Term Date or the Equity Cessation Date (but not beyond the term of such longer period as may be specified in any stock option agreement options); and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and Time Warner. With respect to awards of restricted stock units (“RSUs”) granted to you prior to the CompanyEffective Date and held at the time of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 11.17, and except as otherwise provided under Section 3.5 with respect to your initial grant of RSUs, (i) if you are eligible for retirement treatment at the effective date of the termination, then for all awards of RSUs that contain special accelerated vesting upon retirement, the vesting of the RSUs will accelerate upon, and the shares of Time Warner Common Stock will be paid to you promptly following, the effective date of termination of employment, and (ii) if you are not eligible for retirement treatment at the effective date of the termination of employment, then the treatment of the RSUs will be determined at the earlier of the Severance Term Date or the Benefit Cessation Date in accordance with the terms of the applicable award agreement(s), but the shares of Time Warner Common Stock underlying any vested RSUs will not be paid to you until promptly following the next regular vesting date(s) for such award(s) of RSUs. Subject to potential further delay in payment pursuant to Section 11.17, the vesting of any awards of RSUs granted to you on or after the Effective Date and held at the time of a termination of employment pursuant to Section 4.2 will accelerate upon, and the shares of Time Warner Common Stock will be paid to you promptly following, the effective date of a termination of employment pursuant to Section 4.2.
Appears in 1 contract
Samples: Employment Agreement (AOL Inc.)
Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause or during the Disability Period, you shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you under this Agreement to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of the Company. At the time you leave the payroll of the Company, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then except if you shall otherwise qualify for retirement under the terms of the applicable stock option agreement, (i) all stock options granted to you by the Company or America Online, Inc. ("America Online") on or after September 1, 2000 (which options are collectively referred to as your "Term Options") which would have vested on or before the Severance Term Date (or the comparable date of any employment agreement that amends, replaces or supersedes this Agreement Agreement) shall vest and become immediately exercisable at upon the time effective date of such termination, (ii) all your vested Term Options shall remain exercisable while you are on the payroll of the Company and for a period of three years after the date you leave the payroll of the Company, (ii) all stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement options), and (iii) the Company shall not be permitted to determine that your employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Company. All stock options granted to you by America Online prior to September 1, 2000 shall be governed by the terms of the applicable stock option agreement.
Appears in 1 contract
Benefits After a Termination or Disability. During After the period you remain on the payroll Effective Termination Date of the Company after a termination without cause of employment pursuant to Section 4.2 and prior to the Severance Term Date or during the Disability Period, you shall continue to be eligible treated like an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its executives. After the Effective Termination Date of a termination of employment pursuant to Section 4.2 and prior to the Severance Term Date, you will continue to receive all other benefits maintained in effect by the Company for its senior executives; provided, howeversuch as financial services reimbursement. After the Effective Termination Date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At the time you leave the payroll of the CompanySeverance Term Date, your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or shall be determined in accordance with the terms and provisions of such plans. At the Severance Term Date or, if earlier, the Equity Cessation Date, your rights to benefits and payments under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other long-term incentive plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, howeverconsistent with the terms of the Prior Agreement, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then (i) all stock options to purchase shares of Time Warner Common Stock shall continue to vest through the earlier of the Severance Term Date or the Equity Cessation Date; (ii) except if you shall then qualify for retirement under the terms of the applicable stock option agreement and would receive more favorable treatment under the terms of the stock option agreement, (x) all stock options to purchase shares of Time Warner Common Stock granted to you by on or after December 6, 2013 (the Company after “Term Options”) that would have vested on or before the Severance Term Date (or the comparable date of under any employment agreement that amends, replaces or supersedes this Agreement Agreement) shall vest and become immediately exercisable at on the time you leave the payroll earlier of the CompanySeverance Term Date or the Equity Cessation Date, and (iiy) all stock options granted to you by the Company after the date of this Agreement your vested Term Options shall remain exercisable for a period of three years after the earlier of the Severance Term Date or the Equity Cessation Date (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement options); and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the Company. With respect to awards of restricted stock units (“RSUs”) held at the Effective Termination Date of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 11.17, the treatment of the RSUs will be determined in accordance with the terms of the applicable award agreement(s).
Appears in 1 contract
Benefits After a Termination or Disability. During After the period you remain on the payroll Effective Termination Date of the Company after a termination without cause of employment pursuant to Section 4.2 and prior to the Severance Term Date or, if earlier, the Benefit Cessation Date, or during the Disability Period, you shall continue to be eligible treated as an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its senior executives; provided, however. After the Effective Termination Date pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At the time you leave the payroll of the Company, Severance Term Date your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or shall be determined in accordance with the terms and provisions of such plans. At the Severance Term Date or, if earlier, the Equity Cessation Date, your rights to benefits and payments under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other long-term incentive plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of the Company your employment is terminated as a result of a termination pursuant to Section 4.2, then then, consistent with the Prior Agreement, (i) all stock options granted to you by the Company after the date purchase shares of this Agreement Time Warner Common Stock shall vest continue to vest, and become immediately exercisable at the time you leave the payroll of the Company, (ii) all any such vested stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereofof such stock options) during through the remainder earlier of the term Severance Term Date or the Equity Cessation Date; (ii) except if you shall then qualify for retirement under the terms of the applicable stock option agreement and would receive more favorable treatment under the terms of the stock option agreement, (x) all stock options to purchase shares of Time Warner Common Stock granted to you by the Company that would have vested on or before the Severance Term Date (or the comparable date under any employment agreement that amends, replaces or supersedes this Agreement) shall vest and become immediately exercisable on the earlier of the Severance Term Date or the Equity Cessation Date, and (y) all your vested options shall remain exercisable for a period of three months thereafter years after the earlier of the Severance Term Date or the Equity Cessation Date (but not beyond the term of such longer period as may be specified in any stock option agreement options); and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" performance within the meaning of any stock option agreement between the you and the Company or “for cause” pursuant to Sections 10(d) and 11(c) of the 1999 Stock Option Plan of the Company (other than in connection with a determination that you committed fraud, embezzlement, or misappropriation during your employment with the Company). With respect to awards of restricted stock units (“RSUs”) held at the Effective Termination Date of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 12.17, (i) if you are eligible for retirement treatment at the Effective Termination Date, then for all awards of RSUs that contain special accelerated vesting upon retirement, the vesting of the RSUs will accelerate upon, and the shares of Time Warner Common Stock will be paid to you promptly following, the Effective Termination Date, and (ii) if you are not eligible for retirement treatment at the effective date of the termination of employment, then the treatment of the RSUs will be determined at the earlier of the Severance Term Date or the Equity Cessation Date in accordance with the terms of the applicable award agreement(s), but the shares of Time Warner Common Stock underlying any vested RSUs will not be paid to you until promptly following the next regular vesting date(s) for such award(s) of RSUs.
Appears in 1 contract
Benefits After a Termination or Disability. During After the period you remain on the payroll Effective Termination Date of the Company after a termination without cause of employment pursuant to Section 4.2 and prior to the Severance Term Date or during the Disability Period, you shall continue to be eligible treated as an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its senior executives; provided, however. After the Effective Termination Date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At the time you leave the payroll of the CompanySeverance Term Date, your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or shall be determined in accordance with the terms and provisions of such plans. At the Severance Term Date or, if earlier, the Equity Cessation Date, your rights to benefits and payments under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other long-term incentive plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of the Company your employment is terminated as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you by the Company after the date purchase shares of this Agreement Time Warner Common Stock shall vest continue to vest, and become immediately exercisable at the time you leave the payroll of the Company, (ii) all any such vested stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereofof such stock options) during through the remainder earlier of the term Severance Term Date or the Equity Cessation Date; (ii) except if you shall then qualify for retirement treatment under the terms of the applicable stock option agreement and would receive more favorable treatment under the terms of the stock option agreement, (x) all stock options to purchase shares of Time Warner Common Stock granted to you on or after the date this Agreement is executed (such stock options, the “Term Options”) that would have vested on or before the Severance Term Date (or the comparable date under any employment agreement that amends, replaces or supersedes this Agreement) shall vest and become immediately exercisable on the earlier of the Severance Term Date or the Equity Cessation Date, and (y) all your vested Term Options shall remain exercisable for a period of three months thereafter years after the earlier of the Severance Term Date or the Equity Cessation Date (but not beyond the term of such longer period as may be specified in any stock option agreement options); and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" performance within the meaning of any stock option agreement between the you and the CompanyTime Warner. With respect to awards of restricted stock units (“RSUs”) held at the Effective Termination Date of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 11.17, the treatment of the RSUs will be determined in accordance with the terms of the applicable award agreement(s) .
Appears in 1 contract
Samples: Employment Agreement (Time Inc.)
Benefits After a Termination or Disability. During After the period you remain on the payroll Effective Termination Date of the Company after a termination without cause of employment pursuant to Section 4.2 and prior to the Severance Term Date or during the Disability Period, you shall continue to be eligible treated like an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its executives. After the Effective Termination Date of a termination of employment pursuant to Section 4.2 and prior to the Severance Term Date, you will continue to receive all other benefits maintained in effect by the Company for its senior executives; provided, howeversuch as financial services reimbursement. After the Effective Termination Date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At the time you leave the payroll of the CompanySeverance Term Date, your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or shall be determined in accordance with the terms and provisions of such plans. At the Severance Term Date or, if earlier, the Equity Cessation Date, your rights to benefits and payments under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other long-term incentive plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, howeverconsistent with the terms of the Prior Agreements, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then then, (i) all stock options to purchase shares of Time Warner Common Stock shall continue to vest through the earlier of the Severance Term Date or the Equity Cessation Date; (ii) except if you shall then qualify for retirement under the terms of the applicable stock option agreement and would receive more favorable treatment under the terms of the stock option agreement, (x) all stock options to purchase shares of Time Warner Common Stock granted to you by the Company after that would have vested on or before the Severance Term Date (or the comparable date of under any employment agreement that amends, replaces or supersedes this Agreement Agreement) shall vest and become immediately exercisable at on the time you leave the payroll earlier of the CompanySeverance Term Date or the Equity Cessation Date, and (iiy) all stock your vested options granted to you by the Company after the date of this Agreement shall remain exercisable for a period of three years after the earlier of the Severance Term Date or the Equity Cessation Date (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement options); and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the Company. With respect to awards of restricted stock units (“RSUs”) held at the Effective Termination Date of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 12.17, the treatment of the RSUs will be determined in accordance with the terms of the applicable award agreement(s).
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain the Executive remains on the payroll of the Company after a termination without cause pursuant to Section 4.2 or 4.3 and during the Disability Period, you the Executive shall continue to be eligible to participate in the benefit plans and to receive the benefits required to be provided to you the Executive under this Agreement Sections 7 and 8.1 to the extent such benefits are maintained in effect by the Company for its senior executives; provided, however, you the Executive shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock based incentive plan. You The Executive shall continue to be an employee of the Company for purposes of any stock option and restricted shares agreements and any other incentive plan awards during the term of employment and until such time as you the Executive shall leave the payroll of the Company. At the time you leave the Executive's term of employment with the Company terminates and he leaves the payroll of the CompanyCompany pursuant to the provisions of Section 4.1, your 4.2, 4.3, 5 or 6, the Executive's rights to benefits and payments under any benefit plans or any insurance 17 or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined determined, subject to the other terms and provisions of this Agreement, in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the Executive leaves the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you the Executive by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you the Executive shall leave the payroll of the CompanyCompany pursuant to Section 4.2, (ii) all stock options granted to you the Executive by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereofexpiration of the option term) during for the later of the remainder of the term of employment or through the Term Date, and for a period of three months thereafter or such longer period as may be specified in any stock option agreement and (iii) the Company shall not be permitted to determine that your the Executive's employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you Company and the Executive. The Executive's rights to receive payment of deferred compensation from the Trust Account, and the Company's and the Trustee's obligations with respect to the maintenance of the Trust Account and the payment of such deferred compensation, shall be governed by the provisions of Section 3.3, Annex A and the Trust Agreement.
Appears in 1 contract
Benefits After a Termination or Disability. During After the period you remain on the payroll effective date of the Company after a termination without cause of employment pursuant to Section 4.2 and prior to the Severance Term Date or, if earlier, the Benefit Cessation Date, or during the Disability Period, you shall continue to be eligible treated as an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its senior executives; provided, however. After the effective date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At the time you leave Severance Term Date or , if earlier, the payroll of the CompanyBenefit Cessation Date, your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other non-equity-based plan of the Company shall be determined in accordance with the terms and provisions of such plans. At the later of (i) the date you cease to serve as a director of the Company and (ii) the Severance Term Date or the Benefit Cessation Date, if earlier, your rights to benefits and payments under any stock option, restricted stock unit, performance stock unit or other equity-based award shall be determined in accordance with the terms and provisions of the plans and any agreements under which such stock options, restricted stock units, performance stock units or other awards were granted; provided. However, howeverconsistent with the terms of the Prior Employment Agreement, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, (i) if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then, all stock options to purchase shares of Time Warner Common Stock shall continue to vest, and any such vested stock options shall remain exercisable (but not beyond the term of such options) through the later of (a) the date you cease to serve as a director of the Company and (b) the Severance Term Date or the Benefit Cessation Date, if earlier; (ii) because you have attained age 55 and ten years of service with the Company, if your employment is terminated pursuant to Section 4.2 or is terminated voluntarily by you, then (i) all stock options granted to you by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you leave the payroll of the Companyexercisable, (ii) all stock options granted to you by the Company after the date of this Agreement and shall remain exercisable for five years (but not beyond the term thereofof such options) during following the remainder later of (a) the term of employment date you cease to serve as a director fo the Company and for a period of three months thereafter (b) the Severance Term Date or such longer period as may be specified in any stock option agreement the Benefit Cessation Date, if earlier; and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the Company. With respect to awards of restricted stock units (“RSUs”) held at the time of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 12.17, (i) for all awards of RSUs that contain special accelerated vesting upon retirement, the vesting of the RSUs will accelerate upon, and the shares of Time Warner Common Stock will be paid to you promptly following, the effective date of termination of employment, and (ii) if the award agreement does not contain special treatment for retirement, then the treatment of the RSUs will be determined 13 at the earlier of the Severance Term Date or the Benefit Cessation Date in accordance with the terms of the applicable award agreement(s), but the shares of Time Warner Common Stock underlying any vested RSUs will not be paid to you until promptly following the next regular vesting date(s) for such award(s) of RSUs.
Appears in 1 contract
Benefits After a Termination or Disability. During the period you remain on the payroll of the Company after a termination without cause Severance Period or during the Disability Period, unless you accept Other Employment as described in Sections 4.2.2 (Severance Benefits) or 5.2 (Recovery From Disability), you shall continue to be eligible to participate in the Company’s health and welfare benefit plans and to receive the benefits required to plans, or comparable arrangements that may be provided to you under this Agreement implemented for former employees covered by severance arrangements, to the extent such benefits are maintained in effect by the Company for its senior executives; provided, provided however, (a) you shall not be entitled to any additional awards or grants under any stock option, restricted stock stock, RSU or other stock based incentive plan. You plan or Additional Compensation Plans, (b) any equity awards granted before the Original Effective Date shall continue to vest until the earlier of (i) 12 months after the date of your termination of employment pursuant to Sections 4.2 or 5.1, and (ii) your commencement of Other Employment; provided that, vested stock options shall remain exercisable for the time periods set forth in the respective stock option award agreements beginning upon the earlier of (x) your commencement of Other Employment and (y) the end of such 12-month period; provided further that, RSU awards granted on or after January 1, 2010 but before the Original Effective Date shall receive pro-rata accelerated vesting treatment based on the number of RSUs that would have vested during such 12 month period and the related shares shall be an employee distributed pursuant to the terms of the award agreement and any addendums thereto, (c) any equity awards or other Long-term Incentive Awards granted on or after the Original Effective Date and before the expiration of the Term, shall be subject to the terms and conditions of the respective award agreements and the vesting provisions set forth in Section 4.2.2 and this Section 7.2, (d) during the Term, but only for equity awards granted on and after the Original Effective Date, the Company shall not be permitted to determine that your employment was terminated for purposes “Performance” within the meaning of any stock option option, restricted stock, RSU, or other equity compensation agreement between you and restricted shares agreements the Company, and (e) you shall not be eligible for continuation of Company car, automobile allowance and/or country club membership reimbursements, to the extent applicable, during or after the Severance Period or Disability Period, or any other incentive plan awards until such time as termination of employment under this Agreement. Effective with your termination of employment pursuant to Sections 4, 5 or 6, you leave will no longer be permitted to contribute to or receive a Company match in the payroll TWC Savings Plan, or any successor plan, and you will no longer accrue benefit service under the Time Warner Cable Pension Plan or the Time Warner Cable Excess Benefit Pension Plan, or any successor plans, and your rights under those plans will be determined in accordance with the terms of the Companythose plans and applicable law. At the time you leave the payroll of the CompanyUnless otherwise stated in this Agreement, your rights to benefits and payments under any benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation rightRSU, bonus unitor other equity compensation, Additional Compensation Plans, or any management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock optionsrelated award agreements. Notwithstanding the foregoing, restricted stock or other awards were granted; provided, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of the Company as a result of a termination pursuant to Section 4.2, then (i) all stock options granted to you by the Company after the date of this Agreement shall vest and become immediately exercisable at the time you leave the payroll of your continued participation in the Company, (ii) all stock options granted ’s benefit plans shall be subject to you by the Company after the date limitations of this Agreement shall remain exercisable (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement and (iii) the Company shall not be permitted to determine that your employment was terminated for "unsatisfactory performance" within the meaning of any stock option agreement between the you and the Companyapplicable law.
Appears in 1 contract
Benefits After a Termination or Disability. During After the period you remain on the payroll Effective Termination Date of the Company after a termination without cause of employment pursuant to Section 4.2 and prior to the Severance Term Date or during the Disability Period, you shall continue to be eligible treated as an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its senior executives; provided, however. After the Effective Termination Date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At the time you leave the payroll of the CompanySeverance Term Date, your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or shall be determined in accordance with the terms and provisions of such plans. At the Severance Term Date or, if earlier, the Equity Cessation Date, your rights to benefits and payments under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other long-term incentive plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of the Company your employment is terminated as a result of a termination pursuant to Section 4.2, then (i) all stock options to purchase shares of Time Warner Common Stock shall continue to vest through the earlier of the Severance Term Date or the Equity Cessation Date; (ii) except if you shall then qualify for retirement under the terms of the applicable stock option agreement and would receive more favorable treatment under the terms of the stock option agreement, (x) all stock options to purchase shares of Time Warner Common Stock granted to you by the Company on or after the date of this Agreement is executed (such stock options, the “Term Options”) that would have vested on or before the Severance Term Date (or the comparable date under any employment agreement that amends, replaces or supersedes this Agreement) shall vest and become immediately exercisable at on the time you leave the payroll earlier of the CompanySeverance Term Date or the Equity Cessation Date, and (iiy) all stock options granted to you by the Company after the date of this Agreement your vested Term Options shall remain exercisable for a period of three years after the earlier of the Severance Term Date or the Equity Cessation Date (but not beyond the term thereof) during the remainder of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement options); and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" performance within the meaning of any stock option agreement between the you and the Company. The time period to exercise stock options to purchase Time Warner Common Stock granted to you prior to the date this Agreement is executed shall be governed by the terms of the applicable stock option agreement. With respect to awards of restricted stock units (“RSUs”) held at the Effective Termination Date of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 11.17, the treatment of the RSUs will be determined in accordance with the terms of the applicable award agreement(s).
Appears in 1 contract
Benefits After a Termination or Disability. During After the period you remain on Effective Termination Date of employment pursuant to Section 4.2 and prior to the payroll of the Company after a termination without cause Severance Term Date or during the Disability Period, you shall continue to be eligible treated as an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its senior executives; provided, however. After the Effective Termination Date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At the time you leave the payroll of the Company, Severance Term Date your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or shall be determined in accordance with the terms and provisions of such plans. At the Severance Term Date or, if earlier, the Equity Cessation Date, your rights to benefits and payments under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other long-term incentive plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, howeverconsistent with the terms of the employment agreement dated as of February 13, that 2002 between the Company and you (which terms were carried forward to 11 the employment agreement between you and Time Warner Entertainment Company, L.P. and to the Original Agreement), notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave the payroll of your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then then, (i) all stock options granted to you by the Company after the date purchase shares of this Agreement Time Warner Common Stock shall vest continue to vest, and become immediately exercisable at the time you leave the payroll of the Company, (ii) all any such vested stock options granted to you by the Company after the date of this Agreement shall remain exercisable (but not beyond the term thereofof such options) during through the remainder earlier of the term Severance Term Date or the Equity Cessation Date; (ii) except if you shall then qualify for retirement under the terms of the applicable stock option agreement and would receive more favorable treatment under the terms of the stock option agreement, (x) all stock options to purchase shares of Time Warner Common Stock granted to you on or after February 1, 2002 (the “Term Options”) that would have vested on or before the Severance Term Date (or the comparable date under any employment agreement that amends, replaces or supersedes this Agreement) shall vest and become immediately exercisable upon the earlier of the Severance Term Date or the Equity Cessation Date, and (y) all your vested Term Options shall remain exercisable for a period of three months thereafter years after the earlier of the Severance Term Date or the Equity Cessation Date (but not beyond the term of such longer period as may be specified in any stock option agreement options); and (iii) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the Company. With respect to awards of restricted stock units for Time Warner Common Stock (“RSUs”) held at the Effective Termination Date of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 11.17, (i) if you are eligible for retirement treatment at the Effective Termination Date, then for all awards of RSUs that contain special accelerated vesting upon retirement, the vesting of the RSUs will accelerate upon, and the shares of Time Warner Common Stock will be paid to you promptly following, the effective date of termination of employment, and (ii) if you are not eligible for retirement treatment at the effective date of the termination of employment, then the treatment of the RSUs (other than the Make-Whole RSU grant made pursuant to Section 3.5) will be determined at the earlier of the Severance Term Date or the Equity Cessation Date in accordance with the terms of the applicable award agreement(s), but the shares of Time Warner Common Stock underlying any vested RSUs will not be paid to you until promptly following the next regular vesting date(s) for such award(s) of RSUs. With respect to the Make-Whole RSUs, if there is a termination of employment pursuant to Section 4.2 at a time when you are not eligible for retirement treatment, then, subject to potential further delay in payment pursuant to Section 11.17, a pro-rated portion of the Make-Whole RSU, representing the number of RSUs that would vest through the Severance Term Date, shall vest and be paid to you promptly following the Effective Termination Date.
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Benefits After a Termination or Disability. During After the period you remain on the payroll effective date of the Company after a termination without cause of employment pursuant to Section 4.2 and prior to the Severance Term Date or, if earlier, the Benefit Cessation Date or during the Disability Period, you shall continue to be eligible treated as an employee of the Company for purposes of eligibility to participate in the Company’s health and welfare benefit plans other than disability programs and to receive the health and welfare benefits (other than disability programs) required to be provided to you under this Agreement to the extent such health and welfare benefits are maintained in effect by the Company for its executives. During the same period, you will also continue to receive all other benefits maintained in effect by the Company for its senior executives; provided, howeversuch as financial services reimbursement or an automobile allowance. After the effective date of a termination of employment pursuant to Section 4 or during a Disability Period, you shall not be entitled to any additional awards or grants under any stock option, restricted stock or other stock stock-based incentive plan. You plan and you shall not be entitled to continue to be an employee of the Company for purposes of elective deferrals in or accrue additional benefits under any stock option and restricted shares agreements and any other incentive plan awards until such time as you leave the payroll of qualified or nonqualified retirement programs maintained by the Company. At As applicable, at (i) the time you leave Severance Term Date or, if earlier, the payroll Benefit Cessation Date in connection with a termination of employment pursuant to Section 4.2, (ii) the effective date of your retirement, or (iii) the end of the Companyterm of employment pursuant to Section 4.3, your rights to benefits and payments under any health and welfare benefit plans or any insurance or other death benefit plans or arrangements of the Company or under any stock option, restricted stock, stock appreciation right, bonus unit, management incentive or other plan of the Company shall be determined in accordance with the terms and provisions of such plans and any agreements under which such stock options, restricted stock or other awards were granted; provided. However, however, that notwithstanding the foregoing or any more restrictive provisions of any such plan or agreement, if you leave (a) consistent with the payroll terms of the Prior Agreement and your previous employment agreement, (x) stock options to purchase shares of Time Warner Common Stock granted to you after May 1, 1996 and prior to January 1, 2000 shall remain exercisable for the full term thereof in the event of your termination of employment pursuant to Section 4.2 or 4.3 or due to your death or disability and (y) stock options to purchase shares of Time Warner Common Stock granted to you after December 31, 1999 and prior to November 1, 2003 shall remain exercisable for a period of five years (but not beyond the term of such stock options) following the Severance Term Date or, if earlier, the Benefit Cessation Date if your employment is terminated pursuant to Section 4.2 and for five years (but not beyond the term of such stock options) following the effective date of termination if your employment is terminated pursuant to Section 4.3; (b) if your employment with the Company is terminated as a result of a termination pursuant to Section 4.2, then (i) all stock options options, restricted stock, and performance stock units granted to you by the Company on or after November 1, 2003 (other than the date of this Agreement Upfront PSU Grant and the Upfront Options awarded under Section 3.5) shall continue to vest and become immediately exercisable at through the time you leave the payroll earlier of the CompanySeverance Term Date or the Benefit Cessation Date, (ii) all stock options granted to you by the Company on or after November 1, 2003 (other than the date of this Agreement Upfront Options awarded under Section 3.5) shall vest on, and remain exercisable for a period of five years after, the earlier of the Severance Term Date or the Benefit Cessation Date (but not beyond the term thereofof such options), (iii) during any performance stock units granted to you by the remainder Company after the Effective Date (other than the Upfront PSU Grant awarded under Section 3.5) will not be pro-rated in determining the number of shares of Time Warner Common Stock to be paid out at the end of the term of employment and for a period of three months thereafter or such longer period as may be specified in any stock option agreement applicable performance period; and (iiiiv) the Company shall not be permitted to determine that your employment was terminated for "“unsatisfactory performance" ” within the meaning of any stock option agreement between the you and the Company; and (c) because you have attained age 55 and ten years of service with the Company or an Affiliate of the Company, if your employment is voluntarily terminated by you at any time or is terminated by the Company pursuant to Section 4.3, then all options granted to you by the Company (other than the Upfront Options awarded under Section 3.5) shall vest and become immediately exercisable, and shall remain exercisable for five years (and for the full term for stock options granted after May 1, 1996 and prior to January 1, 2000 if the termination of employment is pursuant to Section 4.3) following your date of termination (but not beyond the term of such options); provided, however, that if the Company has given notice of termination under Section 4.1 prior to your election to terminate pursuant to this subsection, then the terms of the applicable stock option plan or agreement shall be controlling. With respect to awards of restricted stock units (“RSUs”) held at the time of a termination of employment pursuant to Section 4.2, subject to potential further delay in payment pursuant to Section 13.17, (i) for all awards of RSUs that contain special accelerated vesting upon retirement, the vesting of the RSUs will accelerate upon, and the shares of Time Warner Common Stock will be paid to you promptly following, the effective date of termination of employment, and (ii) if the award agreement for any RSU award does not contain special treatment for retirement, then the treatment of the RSUs will be determined at the earlier of the Severance Term Date or the Benefit Cessation Date in accordance with the terms of the applicable award agreement(s) and based on a termination of employment at the applicable date, but the shares of Time Warner Common Stock underlying any vested RSUs will not be paid to you until promptly following the next regular vesting date(s) for such award(s) of RSUs. The treatment of the Upfront Options and the Upfront PSU Grant in the event of your termination of employment pursuant to Section 4.2 or your retirement will be as described in Section 3.5.
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