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Common use of BENEFITS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL Clause in Contracts

BENEFITS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL. If at any time within one year following the occurrence of a Change in Control (as defined in Section 14 below) (i) the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause (as defined in Section 14 below), or (ii) Executive terminates his or her employment with Employer for Good Reason (as defined in Section 14 below), the following provisions will apply: (a) Employer shall pay Executive an amount equal to 200% of Executive's Base Salary (as defined in Section 14 below). Such amount will be paid to Executive in equal weekly payments using Employer's regular payroll periods. (b) For purposes of any Incentive Plans, Executive shall be given service credit for all purposes for, and shall be deemed to be an employee of Employer during the Coverage Period (as defined in Section 14 below), notwithstanding the fact that Executive is not an employee of Employer or any Affiliate (as defined in Section 14 below) thereof during the Coverage Period; provided that, if the terms of any of such Incentive Plans do not permit such credit or deemed employee treatment, Employer will make payments and distributions to Executive outside of the Incentive Plans in amounts substantially equivalent to the payments and distributions Executive would have received pursuant to the terms of the Incentive Plans and attributable to such credit or deemed employee treatment, had such credit or deemed employee treatment been permitted pursuant to the terms of the Incentive Plans. (c) During the Coverage Period, Executive and his or her spouse and family will continue to be covered by all Welfare Plans (as defined in Section 14 below), maintained by Employer in which Executive or his or her spouse or family were participating immediately prior to the date of Executive's termination as if Executive continued to be an employee of Employer; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will provide substantially identical benefits. If, however, Executive obtains employment with another employer during the Coverage Period, such coverage shall be provided until the earlier of: (i) the end of the Coverage Period or (ii) the date on which the Executive and his or her spouse and family can be covered under the plans of a new employer without being excluded from full coverage because of any actual pre-existing condition. Nothing contained herein is intended to in any way limit Employee's rights under COBRA. Compensation under Section 1(a), (b) and (c) hereof is contingent upon Executive's compliance with Section 4 hereof.

Appears in 9 contracts

Samples: Change in Control Agreement (Shoneys Inc), Change in Control Agreement (Shoneys Inc), Change in Control Agreement (Shoneys Inc)

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BENEFITS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL. If at any time within one year two years following the occurrence of a Change in Control (as defined in Section 14 below) (i) the employment of Executive with Employer is terminated by Employer for any reason other than Good Cause (as defined in Section 14 below), or (ii) Executive terminates his or her employment with Employer for Good Reason (as defined in Section 14 below), the following provisions will apply: (a) Employer shall pay Executive an amount equal to Two Hundred Percent (200% %) of the sum of Executive's Base Salary (as defined in Section 14 below) and Incentive Plan Payments (as defined in Section 14 below). Such amount will be paid to Executive over the Coverage Period (as defined in Section 14 below) in equal weekly payments using Employer's regular payroll periods. (b) For purposes of any Incentive Plans, Executive shall be given service credit for all purposes for, and shall be deemed to be an employee of Employer during the Coverage Period (as defined in Section 14 below), notwithstanding the fact that Executive is not an employee of Employer or any Affiliate (as defined in Section 14 below) thereof during the Coverage Period; provided that, if the terms of any of such Incentive Plans do not permit such credit or deemed employee treatment, Employer will make payments and distributions to Executive outside of the Incentive Plans in amounts substantially equivalent to the payments and distributions Executive would have received pursuant to the terms of the Incentive Plans and attributable to such credit or deemed employee treatment, had such credit or deemed employee treatment been permitted pursuant to the terms of the Incentive Plans. (c) During the Coverage Period, Executive and his or her spouse and family will continue to be covered by all Welfare Plans (as defined in Section 14 below), maintained by Employer in which Executive or his or her spouse or family were participating immediately prior to the date of Executive's termination as if Executive continued to be an employee of Employer; provided that, if participation in any one or more of such Welfare Plans is not possible under the terms thereof, Employer will provide substantially identical benefits. If, however, Executive obtains employment with another employer during the Coverage Period, such coverage shall be provided until the earlier of: (i) the end of the Coverage Period or (ii) the date on which the Executive and his or her spouse and family can be covered under the plans of a new employer without being excluded from full coverage because of any actual pre-existing condition. Nothing contained herein is intended to in any way limit EmployeeExecutive's rights under COBRA. (c) All stock options granted to Executive shall be completely vested. (d) Employer will pay Executive an amount (the "Additional Amount") equal to the excise tax under the United States Internal Revenue Code of 1986, as amended (the "Code"), if any, incurred by Executive by reason of the payments under this Agreement constituting excess parachute payments under Section 280G of the Code (or any successor provision thereof). In addition, Employer will pay Executive an amount equal to all excise taxes and federal, state and local income taxes incurred by Executive with respect to receipt of the Additional Amount. All determinations required to be made under this Section 1, including whether an Additional Amount is required and the amount of any Additional Amount, will be made by the independent auditors engaged by Employer immediately prior to the Change in Control (the "Accounting Firm"), which will provide detailed supporting calculations to Employer and Executive. In computing taxes, the Accounting Firm will use the highest marginal federal, state and local income tax rates applicable to Executive and will assume the full deductibility of state and local income taxes for purposes of computing federal income tax liability, unless Executive demonstrates non-entitlement to such a deduction for the year of payment. The Additional Amount will be paid to Executive at the in proportion to the and at the times that the other payments under Section 1 are made to Executive. Compensation under Section 1(a), (b) and (c) 1 hereof is contingent upon Executive's compliance with Section 4 hereof.

Appears in 1 contract

Samples: Management Retention Agreement (Shoneys Inc)

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