Benefits upon a Change in Control Termination. If a Change in Control Termination occurs with respect to Executive, Employer shall provide Executive advance written notice of the Date of Termination as provided in Section 4.1, and Section 5.2 shall apply until the date of the Change in Control Termination. Upon the Change in Control Termination, Executive will be entitled to the benefits described below; provided, however, that to the extent Executive has already received the same type of benefits under this Agreement or otherwise, Executive’s benefits under this Section 6.2 will be offset by these other benefits to the extent necessary to prevent duplication of benefits under this Agreement; and provided further, that Executive executes the Release Agreement in substantially the form attached as Exhibit B to this Agreement and consistent with this Section 6.2. (a) an amount equal to seventeen (17) months of Executive’s Base Salary in effect as of the Date of Termination [in addition to a thirty (30) day notice of termination as set forth in Section 4.1] as separation pay, which separation pay will be made to the Executive in weekly payments equal to the amount of the Executive’s weekly base salary for a period of seventeen months; the first payment will commence beginning at least sixteen (16) days after Executive’s execution of the Release Agreement, provided that Executive has not exercised rights to revoke or rescind the release of claims as provided in the Release Agreement; or, if required for purposes of avoiding excise tax or other penalties under Section 409A of the Internal Revenue Code, payment will commence one week following the sixth month anniversary of the Executive’s Date of Termination and shall include a lump sum equal to the amount that Executive would have received had payment commenced upon the Date of Termination; (b) If Executive (or any individual receiving group health plan benefits through Executive) is eligible under applicable law to continue participation in Employer’s group health plan following the Date of Termination elects to continue these benefits, Employer will, for a period of up to seventeen (17) months commencing as of the Date of Termination, continue to pay Employer’s share of the cost of these benefits as if Executive remained continuously employed with Employer throughout such period but only while Executive or such other individual continues to pay the balance of such cost and the Executive or the person who elected continuation coverage is not eligible for coverage under any other employer’s group health plan; or in the alternative, Employer may elect, in its discretion, to pay to Executive on or about the Date of Termination a lump sum calculated to represent Employer’s share of the cost of these benefits; (c) for a period of at least six (6) months commencing as of the Date of Termination, by direct payment to providers or by reimbursement to Executive, all reasonable expenses of a reputable outplacement organization selected by Executive, but not to exceed Twelve Thousand Dollars [$12,000.00] in the aggregate; (d) a lump sum payment on the date the Release becomes irrevocable, that is necessary to acquire for, and obtain full title issued in the name of, Executive the personal automobile leased by Employer for Executive under its Executive Automobile Program; (e) financial planning and tax preparation expenses, not to exceed Two Thousand Five Hundred Dollars ($2,500.00) per annum, or such greater amount as determined from time to time by the Employer’s Board, from the Date of Termination payable for the seventeen (17) months following the Date of Termination; and (f) in accordance with the terms of the applicable Plan, any management incentive bonus which Executive earned, and to which Executive therefore is entitled, as of the last day of the fiscal year prior to the Date of Termination.
Appears in 3 contracts
Samples: Executive Employment Agreement (G&k Services Inc), Executive Employment Agreement (G&k Services Inc), Employment Agreement (G&k Services Inc)
Benefits upon a Change in Control Termination. If a Change in Control Termination occurs with respect to Executive, Employer he shall provide Executive advance written notice of the Date of Termination as provided in Section 4.1, and Section 5.2 shall apply until the date of the Change in Control Termination. Upon the Change in Control Termination, Executive will be entitled to the benefits described belowfollowing benefits; provided, however, that to the extent Executive he has already received the same type of benefits under this Agreement or otherwiseArticle 5 as a result of his Change in Control Termination, Executive’s his benefits under this Section 6.2 will shall be offset by these other benefits to the extent necessary reduced to prevent duplication of benefits under this Agreement; and provided further, that Executive executes the Release Agreement in substantially the form attached as Exhibit B to this Agreement and consistent with this Section 6.2.hereunder:
(a) all of the payments and benefits that Executive would have been entitled to receive if the Change in Control Termination were described in Section 5.7(e), except that in lieu of any further Base Salary payments to Executive for periods subsequent to the Date of Termination, the Company shall pay to Executive an amount equal to seventeen the product of (17i) months the sum of (A) Executive’s 's annual Base Salary in effect as of the Date of Termination [and (B) the amount that otherwise would be earned under any executive compensation Plan in addition which Executive is then participating for the year in which occurs such Date of Termination, assuming all such funds under such Plan had been earned, multiplied by (ii) the number 2.99; such payment to a thirty (30) day notice of termination as set forth in Section 4.1] as separation pay, which separation pay will be made to the Executive in weekly payments equal to the amount of the Executive’s weekly base salary for a period of seventeen months; the first payment will commence beginning at least sixteen (16) days after Executive’s execution of the Release Agreement, provided that Executive has not exercised rights to revoke or rescind the release of claims as provided in the Release Agreement; or, if required for purposes of avoiding excise tax or other penalties under Section 409A of the Internal Revenue Code, payment will commence one week following the sixth month anniversary of the Executive’s Date of Termination and shall include a lump sum equal to on or before the amount that Executive would have received had payment commenced upon fifth calendar day following the Date of Termination;
(b) If for a period of not less than twenty-four (24) months following Executive's Date of Termination, the Company will reimburse Executive for all reasonable expenses incurred by him (but not including any arrangement by which Executive prepays expenses for a period of greater than thirty (30) days) in seeking employment with another employer, including the fees of a reputable out placement organization;
(c) as of the date of the Change in Control Termination, all of Executive's Options granted under Section 4.1 shall become entirely vested and immediately exercisable, notwithstanding any contrary provisions of Section 4.3, except to the extent any of the Options has already become vested, been exercised or expired according to the terms of this Agreement;
(d) if the payments provided under paragraph (b) above in lieu of continuing Base Salary (the "Contract Payment") or any individual receiving group health plan benefits through Executiveother portion of the Total Payments (as defined in paragraph (i) is eligible under applicable law below) will be subject to continue participation in Employer’s group health plan the tax (the "Excise Tax") imposed by section 4999 of the Code, the Company shall pay Executive on or before the fifth calendar day following the Date of Termination elects Termination, an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive, after deduction of any Excise Tax on the Contract Payment and such other Total Payments and any federal and state and local income tax and Excise Tax upon the payment provided for by this paragraph (d), shall be equal to continue these benefitsthe Contract Payment and such other Total Payments. For purposes of determining whether any of the payments will be subject to the Excise Tax and determining the amount of such Excise Tax, Employer willthe following rules shall apply:
(i) any other payments or benefits received or to be received by Executive in connection with a Change in Control or Executive's termination of employment, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, its Successors, any person whose actions resulted in a Change in Control or any corporation affiliated (or which, as a result of the completion of a transaction causing a Change in Control, will become affiliated) with the Company within the meaning of Section 1504 of the Code (together with the Contract Payment, the "Total Payments") shall be treated as "parachute payments" within the meaning of section 280G(b) (2) of the Code; and all "excess parachute payments" within the meaning of section 280G(b) (1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Company's independent auditors and acceptable to Executive the Total Payments (in whole or in part) do not constitute such parachute payments, or such excess parachute payments (in whole or in part) represent "reasonable compensation" for a period services actually rendered within the meaning of up section 280G(b)(4) of the Code either in their entirety or in excess of the "base amount" within the meaning of section 280G(b)(3) of the Code, or are otherwise not subject to seventeen the Excise Tax;
(17ii) months commencing the amount of the Total Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments or (B) the amount of excess parachute payments within the meaning of section 280G(b)(l) (after applying paragraph (i) above); and
(iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's residence on the Date of Termination, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder as of the Date of Termination, continue Executive shall repay to pay Employer’s share the Company (at the time that the amount of such reduction in Excise Tax is finally determined) the portion of the cost Gross-Up Payment attributable to such reduction (plus the portion of these benefits as the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by Executive if Executive remained continuously employed with Employer throughout such period but only while Executive or such other individual continues to pay repayment results in a reduction in Excise Tax and/or a federal and state and local income tax deduction), plus interest on the balance amount of such cost and repayment at the Executive or the person who elected continuation coverage is not eligible for coverage under any other employer’s group health plan; or applicable rate provided in the alternative, Employer may elect, in its discretion, to pay to Executive on or about the Date of Termination a lump sum calculated to represent Employer’s share section 1274(d) of the cost of these benefits;
(c) for a period of at least six (6) months commencing Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder as of the Date of Termination, Termination (including by direct reason of any payment to providers the existence or by reimbursement to Executive, all reasonable expenses amount of a reputable outplacement organization selected by Executive, but which cannot to exceed Twelve Thousand Dollars [$12,000.00] in be determined at the aggregate;
(d) a lump sum payment on the date the Release becomes irrevocable, that is necessary to acquire for, and obtain full title issued in the name of, Executive the personal automobile leased by Employer for Executive under its Executive Automobile Program;
(e) financial planning and tax preparation expenses, not to exceed Two Thousand Five Hundred Dollars ($2,500.00) per annum, or such greater amount as determined from time to time by the Employer’s Board, from the Date of Termination payable for the seventeen (17) months following the Date of Termination; and
(f) in accordance with the terms of the applicable PlanGross-Up Payment), the Company shall make an additional Gross-up Payment in respect of such excess at the time that the amount of such excess is finally determined. Executive shall not be required to mitigate the Company's payment obligations under this Section 6.2 by making any management incentive bonus efforts to secure other employment for which Executive earnedis reasonably qualified by education, experience or background; and to which Executive therefore is entitled, as Executive's commencement of employment with another employer shall not reduce the obligations of the last day of the fiscal year prior Company pursuant to the Date of Terminationthis Section 6.2.
Appears in 2 contracts
Samples: Executive Employment Agreement (Greentree Software Inc), Executive Employment Agreement (Greentree Software Inc)
Benefits upon a Change in Control Termination. If a Change in Control Termination occurs with respect to Executive, Employer he shall provide Executive advance written notice of the Date of Termination as provided in Section 4.1, and Section 5.2 shall apply until the date of the Change in Control Termination. Upon the Change in Control Termination, Executive will be entitled to the benefits described belowfollowing benefits; provided, however, that to the extent Executive he has already received the same type of benefits under this Agreement or otherwiseArticle 5 as a result of his Change in Control Termination, Executive’s his benefits under this Section 6.2 will shall be offset by these other benefits to the extent necessary reduced to prevent duplication of benefits under this Agreement; and provided further, that Executive executes the Release Agreement in substantially the form attached as Exhibit B to this Agreement and consistent with this Section 6.2.hereunder:
(a) all of the payments and benefits that Executive would have been entitled to receive if the Change in Control Termination were described in Section 5.7(e), except that in lieu of any further Base Salary payments to Executive for periods subsequent to the Date of Termination, the Company shall pay to Executive an amount equal to seventeen the product of (17i) months the sum of (A) Executive’s 's annual Base Salary in effect as of the Date of Termination [and (B) the amount that otherwise would be earned under any executive compensation Plan in addition which Executive is then participating for the year in which occurs such Date of Termination, assuming all such funds under such Plan had been earned, multiplied by (ii) the number 2.99; such payment to a thirty (30) day notice of termination as set forth in Section 4.1] as separation pay, which separation pay will be made to the Executive in weekly payments equal to the amount of the Executive’s weekly base salary for a period of seventeen months; the first payment will commence beginning at least sixteen (16) days after Executive’s execution of the Release Agreement, provided that Executive has not exercised rights to revoke or rescind the release of claims as provided in the Release Agreement; or, if required for purposes of avoiding excise tax or other penalties under Section 409A of the Internal Revenue Code, payment will commence one week following the sixth month anniversary of the Executive’s Date of Termination and shall include a lump sum equal to on or before the amount that Executive would have received had payment commenced upon fifth calendar day following the Date of Termination;
(b) If for a period of not less than twenty-four (24) months following Executive's Date of Termination, the Company will reimburse Executive for all reasonable expenses incurred by him (but not including any arrangement by which Executive prepays expenses for a period of greater than thirty (30) days) in seeking employment with another employer, including the fees of a reputable out placement organization;
(c) as of the date of the Change in Control Termination, all of the Option granted to Executive under Section 4.1 shall become entirely vested and immediately exercisable, notwithstanding any contrary provisions of Section 4.3, except to the extent any portion of the Option has already become vested, been exercised or expired according to the terms of this Agreement;
(d) if the payments provided under paragraph (b) above in lieu of continuing Base Salary (the "Contract Payment") or any individual receiving group health plan benefits through Executiveother portion of the Total Payments (as defined in paragraph (i) is eligible under applicable law below) will be subject to continue participation in Employer’s group health plan the tax (the "Excise Tax") imposed by section 4999 of the Code, the Company shall pay Executive on or before the fifth calendar day following the Date of Termination elects Termination, an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive, after deduction of any Excise Tax on the Contract Payment and such other Total Payments and any federal and state and local income tax and Excise Tax upon the payment provided for by this paragraph (d), shall be equal to continue these benefitsthe Contract Payment and such other Total Payments. For purposes of determining whether any of the payments will be subject to the Excise Tax and determining the amount of such Excise Tax, Employer willthe following rules shall apply:
(i) any other payments or benefits received or to be received by Executive in connection with a Change in Control or Executive's termination of employment, whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, its Successors, any person whose actions resulted in a Change in Control or any corporation affiliated (or which, as a result of the completion of a transaction causing a Change in Control, will become affiliated) with the Company within the meaning of Section 1504 of the Code (together with the Contract Payment, the "Total Payments") shall be treated as "parachute payments" within the meaning of section 280G(b) (2) of the Code; and all "excess parachute payments" within the meaning of section 280G(b) (1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Company's independent auditors and acceptable to Executive the Total Payments (in whole or in part) do not constitute such parachute payments, or such excess parachute payments (in whole or in part) represent "reasonable compensation" for a period services actually rendered within the meaning of up section 280G(b)(4) of the Code either in their entirety or in excess of the "base amount" within the meaning of section 280G(b)(3) of the Code, or are otherwise not subject to seventeen the Excise Tax;
(17ii) months commencing the amount of the Total Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments or (B) the amount of excess parachute payments within the meaning of section 280G(b)(l) (after applying paragraph (i) above); and
(iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made, and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's residence on the Date of Termination, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder as of the Date of Termination, continue Executive shall repay to pay Employer’s share the Company (at the time that the amount of such reduction in Excise Tax is finally determined) the portion of the cost Gross-Up Payment attributable to such reduction (plus the portion of these benefits as the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by Executive if Executive remained continuously employed with Employer throughout such period but only while Executive or such other individual continues to pay repayment results in a reduction in Excise Tax and/or a federal and state and local income tax deduction), plus interest on the balance amount of such cost and repayment at the Executive or the person who elected continuation coverage is not eligible for coverage under any other employer’s group health plan; or applicable rate provided in the alternative, Employer may elect, in its discretion, to pay to Executive on or about the Date of Termination a lump sum calculated to represent Employer’s share section 1274(d) of the cost of these benefits;
(c) for a period of at least six (6) months commencing Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder as of the Date of Termination, Termination (including by direct reason of any payment to providers the existence or by reimbursement to Executive, all reasonable expenses amount of a reputable outplacement organization selected by Executive, but which cannot to exceed Twelve Thousand Dollars [$12,000.00] in be determined at the aggregate;
(d) a lump sum payment on the date the Release becomes irrevocable, that is necessary to acquire for, and obtain full title issued in the name of, Executive the personal automobile leased by Employer for Executive under its Executive Automobile Program;
(e) financial planning and tax preparation expenses, not to exceed Two Thousand Five Hundred Dollars ($2,500.00) per annum, or such greater amount as determined from time to time by the Employer’s Board, from the Date of Termination payable for the seventeen (17) months following the Date of Termination; and
(f) in accordance with the terms of the applicable PlanGross-Up Payment), the Company shall make an additional Gross-up Payment in respect of such excess at the time that the amount of such excess is finally determined. Executive shall not be required to mitigate the Company's payment obligations under this Section 6.2 by making any management incentive bonus efforts to secure other employment for which Executive earnedis reasonably qualified by education, experience or background; and to which Executive therefore is entitled, as Executive's commencement of employment with another employer shall not reduce the obligations of the last day of the fiscal year prior Company pursuant to the Date of Terminationthis Section 6.2.
Appears in 2 contracts
Samples: Executive Employment Agreement (Greentree Software Inc), Executive Employment Agreement (Greentree Software Inc)
Benefits upon a Change in Control Termination. If a Change in Control Termination occurs with respect to Executive, Employer shall provide Executive advance written notice of the Date of Termination as provided in Section 4.1, and Section 5.2 shall apply until the date of the Change in Control Termination. Upon the Change in Control Termination, Executive will be entitled to the benefits described belowfollowing benefits; provided, however, that to the extent Executive has already received the same type of benefits under this Agreement or otherwiseArticle 5 as a result of Executive’s Change in Control Termination, Executive’s benefits under this Section 6.2 will be offset by these such other benefits benefits, to the extent necessary to prevent duplication of benefits under this Agreement; and provided further, that Executive executes the Release Agreement in substantially the form attached as Exhibit B to this Agreement and consistent with this Section 6.2.:
(a) all of the payments and benefits that Executive would have been entitled to receive if the Change in Control Termination were described in Section 5.5(c), except that in lieu of any further Base Salary payments to Executive for periods subsequent to the Date of Termination, Employer will pay to Executive an amount equal to seventeen twenty-four (1724) months of (i) Executive’s monthly Base Salary Salary, plus (ii) the Employer-paid portion of health and welfare benefits coverage, plus (iii) the full, unprorated target incentive compensation payable to Executive under the Annual Management Incentive Plan in effect as of the Date of Termination [in addition without regard to actual achievement of incentive objectives, plus (iv) the greater of lease costs and expenses under the Executive Automobile Program or a thirty lump sum of Thirty Thousand Dollars (30) day notice of termination as set forth in Section 4.1] as separation pay, which separation pay will $30,000.00); all such payments to be made to in a single lump sum on or about the Executive in weekly payments equal to the amount of the Executive’s weekly base salary for a period of seventeen months; the first payment will commence beginning at least sixteen (16) days after sixteenth day following Executive’s execution of the Release Agreement, provided that Executive has not exercised rights to revoke or rescind the release of claims as provided in the Release Agreement; or, if required for purposes of avoiding excise tax or other penalties under Section 409A of the Internal Revenue Code, payment will commence one week following the sixth month anniversary of the Executive’s Date of Termination and shall include a lump sum equal to the amount that Executive would have received had payment commenced upon the Date of Termination;
(b) If all terms and conditions of that Change of Control Agreement dated as of November 12, 2002 between Employer and Executive, a copy of which is attached to this Agreement as Exhibit E, shall continue in full force and effect, and is incorporated into this Agreement, granting to Executive (or any individual receiving group health plan benefits through Executive) is eligible the acceleration of incentives provided under applicable law to continue participation in Employer’s group health plan following the Date of Termination elects to continue these benefits, Employer will, for a period of up to seventeen (17) months commencing as of the Date of Termination, continue to pay Employer’s share of the cost of these benefits as if Executive remained continuously employed with Employer throughout such period but only while Executive or such other individual continues to pay the balance of such cost 1998 Stock Option and the Executive or the person who elected continuation coverage is not eligible for coverage under any other employer’s group health planCompensation Plan; or in the alternative, Employer may elect, in its discretion, to pay to Executive on or about the Date of Termination a lump sum calculated to represent Employer’s share of the cost of these benefits;and
(c) for a period of at least not less than six (6) months commencing as of the following Executive’s Date of Termination, by direct payment to providers or by reimbursement to Executive, Employer will reimburse Executive for all reasonable expenses incurred by Executive (excluding any arrangement by which Executive prepays expenses for a period of greater than thirty (30) days) in seeking employment with another employer, including the fees of a reputable outplacement organization selected by ExecutiveEmployer, but not to exceed Twelve Thousand Dollars [$12,000.00] 12,000.00 in the aggregate;
(d) a lump sum payment on the date the Release becomes irrevocable, that is necessary . Executive will not be required to acquire for, and obtain full title issued in the name of, Executive the personal automobile leased by Employer for Executive under its Executive Automobile Program;
(e) financial planning and tax preparation expenses, not to exceed Two Thousand Five Hundred Dollars ($2,500.00) per annum, or such greater amount as determined from time to time by the mitigate Employer’s Board, from payment obligations under this Article 6 by making any efforts to secure other employment; and Executive’s commencement of employment with another employer will not reduce the Date obligations of Termination payable for the seventeen (17) months following the Date of Termination; and
(f) in accordance with the terms of the applicable Plan, any management incentive bonus which Executive earned, and to which Executive therefore is entitled, as of the last day of the fiscal year prior to the Date of TerminationEmployer under this Article 6.
Appears in 1 contract
Benefits upon a Change in Control Termination. If a Change in Control Termination occurs with respect to Executive, Employer shall provide Executive advance written notice of the Date of Termination as provided in Section 4.15.1, and Section 5.2 6.2 shall apply until the date of the Change in Control Termination. Upon the Change in Control Termination, Executive will be entitled to the benefits described below; provided, however, that to the extent Executive has already received the same type of benefits under this Agreement or otherwise, Executive’s benefits under this Section 6.2 7.2 will be offset by these other benefits to the extent necessary to prevent duplication of benefits under this Agreement; and provided further, that Executive executes the Release Agreement in substantially the form attached as Exhibit B C to this Agreement and consistent with this Section 6.27.2.
(a) an amount equal to seventeen (17) months of Executive’s annual Base Salary in effect as of the Date of Termination [multiplied by the factor 2.99 as Change in addition to a thirty (30) day notice of termination as set forth in Section 4.1] as separation payControl Separation Pay, which separation pay Change in Control Separation Pay will be made to the Executive in weekly payments equal to the amount of the Executive’s weekly base salary for a period of seventeen eighteen months; the . The first payment will commence beginning at least sixteen (16) days after Executive’s execution of the Release Agreement, provided that Executive has not exercised rights to revoke or rescind the release of claims as provided in the Release Agreement; or, if required for purposes of avoiding excise tax or other penalties under Section 409A of the Internal Revenue Code, payment will commence one week following the sixth month anniversary of the Executive’s Date of Termination and shall include a lump sum equal to the amount that Executive would have received had payment commenced upon the his Date of Termination;
(b) an amount equal to Executive’s full, un-prorated target incentive that Executive may otherwise have been entitled under the annual management incentive plan in effect as of the Date of Termination, calculated as provided under said plan, multiplied by the factor of 2.99, which amount shall be payable at the later of the time provided for under the Plan;
(c) If Executive (or any individual receiving group health plan benefits through Executive) is eligible under applicable law to continue participation in Employer’s group health plan following the Date of Termination elects to continue these benefits, Employer will, for a period of up to seventeen eighteen (1718) months commencing as of the Date of Termination, continue to pay Employer’s share of the cost of these benefits as if Executive remained continuously employed with Employer throughout such period but only while Executive or such other individual continues to pay the balance of such cost and the Executive or the person who elected continuation coverage is not eligible for coverage under any other employer’s group health plan; or in . In the alternative, Employer may elect, in its discretion, to pay to Executive on or about the Date of Termination a lump sum calculated to represent Employer’s share of the cost of these benefits;
(cd) for a period of at least six one (61) months year commencing as of the Date of Termination, by direct payment to providers or by reimbursement to Executive, all reasonable expenses of a reputable outplacement organization selected by Executive, but not to exceed Twelve Thousand Dollars twenty-five thousand dollars [$12,000.0025,000.00] in the aggregate;
(de) a lump sum payment on the date the Release becomes irrevocable equal to the value of the fringe benefits made available in accordance with 3.2(i) for an eighteen (18) month period following the Date of Termination;
(f) a lump sum payment on the date the Release becomes irrevocable, that is necessary to acquire for, and obtain full title issued in the name of, Executive the personal automobile leased by Employer for Executive under its Executive Automobile Program;
(eg) financial planning and tax preparation expenses, not to exceed Two Thousand Five Hundred Dollars five thousand dollars ($2,500.005,000.00) per annum, or such greater amount as determined from time to time by the Employer’s Board, from the Date of Termination payable for the seventeen eighteen (1718) months following the Date of Termination; and
(fh) in accordance with the terms of the applicable Plan, any management incentive bonus which that Executive earned, and has a right to which Executive therefore is entitled, as of receive on the last day of the fiscal year prior to the his Date of Termination. Executive will not be required to mitigate Employer’s payment obligations under this Article 7 by making any efforts to secure other employment, and Executive’s commencement of employment with another employer will not reduce the obligations of Employer pursuant to this Article 7.
Appears in 1 contract
Benefits upon a Change in Control Termination. If a Change in Control Termination occurs with respect to Executive, Employer Executive shall provide Executive advance written notice of the Date of Termination as provided in Section 4.1, and Section 5.2 shall apply until the date of the Change in Control Termination. Upon the Change in Control Termination, Executive will be entitled to the benefits described belowfollowing benefits; provided, however, that to the extent Executive has already received the same type of benefits under this Agreement or otherwiseArticle 5 as a result of Executive's Change in Control Termination, Executive’s 's benefits under this Section 6.2 will shall be offset by these such other benefits benefits, to the extent necessary to prevent duplication of benefits under this Agreement; and provided further, that Executive executes the Release Agreement in substantially the form attached as Exhibit B to this Agreement and consistent with this Section 6.2.hereunder:
(a) all of the payments and benefits that Executive would have been entitled to receive if the Change in Control Termination were described in Section 5.5(c), except that in lieu of any further Base Salary payments to Executive for periods subsequent to the Date of Termination, Employer shall pay to Executive an amount equal to seventeen twenty-four (1724) months of Executive’s 's monthly Base Salary and the Employer-paid portion of health and welfare benefits coverage and the target incentive opportunity under the Annual Management Incentive Plan in effect as of the Date of Termination [in addition Termination; such payment to a thirty (30) day notice of termination as set forth in Section 4.1] as separation pay, which separation pay will be made to the Executive in weekly payments equal to the amount of the Executive’s weekly base salary for a period of seventeen months; the first payment will commence beginning at least sixteen (16) days after Executive’s execution of the Release Agreement, provided that Executive has not exercised rights to revoke or rescind the release of claims as provided in the Release Agreement; or, if required for purposes of avoiding excise tax or other penalties under Section 409A of the Internal Revenue Code, payment will commence one week following the sixth month anniversary of the Executive’s Date of Termination and shall include a lump sum equal to the amount that Executive would have received had payment commenced upon the Date of Termination;
(b) If Executive (or any individual receiving group health plan benefits through Executive) is eligible under applicable law to continue participation in Employer’s group health plan following the Date of Termination elects to continue these benefits, Employer will, for a period of up to seventeen (17) months commencing as of the Date of Termination, continue to pay Employer’s share of the cost of these benefits as if Executive remained continuously employed with Employer throughout such period but only while Executive or such other individual continues to pay the balance of such cost and the Executive or the person who elected continuation coverage is not eligible for coverage under any other employer’s group health plan; or in the alternative, Employer may elect, in its discretion, to pay to Executive on or about before the Date of Termination a lump sum calculated to represent Employer’s share of the cost of these benefits;
tenth (c10th) for a period of at least six (6) months commencing as of the Date of Termination, by direct payment to providers or by reimbursement to Executive, all reasonable expenses of a reputable outplacement organization selected by Executive, but not to exceed Twelve Thousand Dollars [$12,000.00] in the aggregate;
(d) a lump sum payment on the date the Release becomes irrevocable, that is necessary to acquire for, and obtain full title issued in the name of, Executive the personal automobile leased by Employer for Executive under its Executive Automobile Program;
(e) financial planning and tax preparation expenses, not to exceed Two Thousand Five Hundred Dollars ($2,500.00) per annum, or such greater amount as determined from time to time by the Employer’s Board, from the Date of Termination payable for the seventeen (17) months calendar day following the Date of Termination; and
(fb) in accordance with the terms for a period of the applicable Plan, any management incentive bonus which Executive earned, and to which Executive therefore is entitled, as of the last day of the fiscal year prior to the not less than six (6) months following Executive's Date of Termination, Employer will reimburse Executive for all reasonable expenses incurred by Executive (excluding any arrangement by which Executive prepays expenses for a period of greater than thirty (30) days) in seeking employment with another employer, including the fees of a reputable outplacement organization selected by Employer, but not to exceed $12,000.00 in the aggregate. Executive shall not be required to mitigate Employer's payment obligations under this Article 6 by making any efforts to secure other employment; and Executive's commencement of employment with another employer shall not reduce the obligations of Employer pursuant to this Article 6.
Appears in 1 contract
Benefits upon a Change in Control Termination. If a Change in Control Termination occurs with respect to Executive, Employer shall provide Executive advance written notice of the Date of Termination as provided in Section 4.15.1, and Section 5.2 6.2 shall apply until the date of the Change in Control Termination. Upon the Change in Control Termination, Executive will be entitled to the benefits described below; provided, however, that to the extent Executive has already received the same type of benefits under this Agreement or otherwise, Executive’s benefits under this Section 6.2 7.2 will be offset by these other benefits to the extent necessary to prevent duplication of benefits under this Agreement; and provided further, that Executive executes the Release Agreement in substantially the form attached as Exhibit B to this Agreement and consistent with this Section 6.27.2.
(a) an amount equal to seventeen (17) months of Executive’s Base Salary in effect as of the Date of Termination [in addition to a thirty (30) day notice of termination as set forth in Section 4.15.1] as separation pay, which separation pay will be made to the Executive in weekly payments equal to the amount of the Executive’s weekly base salary for a period of seventeen months; the first payment will commence beginning at least sixteen (16) days after Executive’s execution of the Release Agreement, provided that Executive has not exercised rights to revoke or rescind the release of claims as provided in the Release Agreement; or, if required for purposes of avoiding excise tax or other penalties under Section 409A of the Internal Revenue Code, payment will commence one week following the sixth month anniversary of the Executive’s Date of Termination and shall include a lump sum equal to the amount that Executive would have received had payment commenced upon the Date of Termination;
(b) If Executive (or any individual receiving group health plan benefits through Executive) is eligible under applicable law to continue participation in Employer’s group health plan following the Date of Termination elects to continue these benefits, Employer will, for a period of up to seventeen (17) months commencing as of the Date of Termination, continue to pay Employer’s share of the cost of these benefits as if Executive remained continuously employed with Employer throughout such period but only while Executive or such other individual continues to pay the balance of such cost and the Executive or the person who elected continuation coverage is not eligible for coverage under any other employer’s group health plan; or in the alternative, Employer may elect, in its discretion, to pay to Executive on or about the Date of Termination a lump sum calculated to represent Employer’s share of the cost of these benefits;
(c) for a period of at least six (6) months commencing as of the Date of Termination, by direct payment to providers or by reimbursement to Executive, all reasonable expenses of a reputable outplacement organization selected by Executive, but not to exceed Twelve Thousand Dollars [$12,000.00] in the aggregate;
(d) a lump sum payment on the date the Release becomes irrevocable, that is necessary to acquire for, and obtain full title issued in the name of, Executive the personal automobile leased by Employer for Executive under its Executive Automobile Program;
(e) financial planning and tax preparation expenses, not to exceed Two Thousand Five Hundred Dollars ($2,500.00) per annum, or such greater amount as determined from time to time by the Employer’s Board, from the Date of Termination payable for the seventeen (17) months following the Date of Termination; and
(f) in accordance with the terms of the applicable Plan, any management incentive bonus which Executive earned, and to which Executive therefore is entitled, as of the last day of the fiscal year prior to the Date of Termination.
Appears in 1 contract
