Benefits Upon Termination. If the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows: (a) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations (as defined in Section 5.5); (b) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as defined in Section 5.5), the Executive shall be entitled to the following benefits: (i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to one hundred percent (100%) of the Executive’s annualized Base Salary (as in effect immediately prior to the termination of the Executive’s employment). Such amount is referred to hereinafter as the “Severance Benefit.” The Company shall pay the Severance Benefit to the Executive in equal installments on a bi-weekly basis over a period of twelve (12) months following the Severance Date (the “Severance Period”). (ii) During the Severance Period, the Company shall continue to make available to the Executive and the Executive’s spouse and dependents covered under any group health plans or life insurance plans of the Company on the Severance Date, all group health, life and other similar insurance plans in which Executive or such spouse or dependents participate on the Severance Date at the same cost to the Executive as the Executive paid for such benefits prior to such date. To the extent that the Company cannot continue to provide such benefits, it will pay the Executive an amount that would be sufficient to enable the Executive to purchase substantially the same level of such benefits from a third party at the same cost to the Executive as the Executive paid for such benefits immediately prior to the Severance Date. (c) If a Change of Control (as defined herein) occurs at any time during the Period of Employment, the vesting of each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the date of such Change of Control. Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of such breach, (i) the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Benefit, and (ii) the Executive will no longer be entitled to, and the Company will no longer be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans. The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees consistent with the terms of the applicable Company welfare benefit plan or applicable law.
Appears in 5 contracts
Samples: Employment Agreement (Nobao Renewable Energy Holdings LTD), Employment Agreement (Nobao Renewable Energy Holdings LTD), Employment Agreement (Acorn International, Inc.)
Benefits Upon Termination. If the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:
(a) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations (as defined in Section 5.5);
(b) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as such term is defined in Section 5.5), the Executive shall be entitled to the following benefits:
(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to one hundred percent to__percent (100__ %) of the Executive’s annualized Base Salary (as in effect immediately prior to the termination of the Executive’s employment). Such amount is referred to hereinafter as the “Severance Benefit.” The Company shall pay the Severance Benefit to the Executive in equal installments on a bi-weekly basis over a period of twelve (12) months following the Severance Date (the “Severance Period”).
(ii) During the Severance Period, the The Company shall continue to make available to the Executive and the Executive’s spouse and dependents covered under any group health plans or life insurance plans of the Company on the Severance Date, all group health, life and other similar health insurance plans in which Executive or such spouse or dependents participate on the Severance Date at the same cost to the Executive as the Executive paid for such benefits prior to such date. To the extent that the Company cannot continue to provide such benefits, it will pay the Executive an amount that would be sufficient to enable the Executive to purchase substantially the same level of such benefits from a third party at the same cost to the Executive as the Executive paid for such benefits immediately prior to the Severance Date. Notwithstanding the foregoing, the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall commence with continuation coverage for the month following the month in which the Severance Date occurs and shall cease with continuation coverage for the twelfth month following the month in which the Severance Date occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees).
(c) If a Change of Control (as such term is defined hereinin Section 5.5) occurs at any time during the Period of Employment, and on or within six months following such Change of Control the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as such term is defined in Section 5.5), then the vesting of each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the date of such Change of Control. Involuntary Termination.
(d) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of such breachbreach and not in any way in limitation of any right or remedy otherwise available to the Company, (i) the Executive will no longer be entitled to, and the Company will no longer be obligated to paypay or provide, any remaining unpaid portion of the Severance BenefitBenefit or any remaining unpaid amount or benefit contemplated by Section 5.3(b)(ii) or 5.3(c); provided that, and (ii) if the Executive will no longer provides the release contemplated by Section 5.4, the Executive be entitled toto benefits pursuant to Section 5.3(b) or 5.3(c), as applicable, of no less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Company will no longer be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans. release contemplated by Section 5.4.
(e) The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due to terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act (if applicable) to continue participation in medical, dental, hospitalization and life insurance coverage; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan or applicable law(if any).
Appears in 2 contracts
Samples: Employment Agreement (BTC Digital Ltd.), Employment Agreement (Meten EdtechX Education Group Ltd.)
Benefits Upon Termination. If the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:
(a) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations (as defined in Section 5.5);
(b) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as such term is defined in Section 5.5), the Executive shall be entitled to the following benefits:
(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to one hundred [ ] percent (100[ ]%) of the Executive’s annualized Base Salary (as in effect immediately prior to the termination of the Executive’s employment). Such amount is referred to hereinafter as the “Severance Benefit.” The Company shall pay the Severance Benefit to the Executive in equal installments on a bi-weekly basis over a period of twelve (12) months following the Severance Date (the “Severance Period”).
(ii) During the Severance Period, the The Company shall continue to make available to the Executive and the Executive’s spouse and dependents covered under any group health plans or life insurance plans of the Company on the Severance Date, all group health, life and other similar health insurance plans in which Executive or such spouse or dependents participate on the Severance Date at the same cost to the Executive as the Executive paid for such benefits prior to such date. To the extent that the Company cannot continue to provide such benefits, it will pay the Executive an amount that would be sufficient to enable the Executive to purchase substantially the same level of such benefits from a third party at the same cost to the Executive as the Executive paid for such benefits immediately prior to the Severance Date. Notwithstanding the foregoing, the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall commence with continuation coverage for the month following the month in which the Severance Date occurs and shall cease with continuation coverage for the twelfth month following the month in which the Severance Date occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees).
(c) If a Change of Control (as such term is defined hereinin Section 5.5) occurs at any time during the Period of Employment, and on or within six months following such Change of Control the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as such term is defined in Section 5.5), then the vesting of each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the date of such Change of Control. Involuntary Termination.
(d) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of such breachbreach and not in any way in limitation of any right or remedy otherwise available to the Company, (i) the Executive will no longer be entitled to, and the Company will no longer be obligated to paypay or provide, any remaining unpaid portion of the Severance BenefitBenefit or any remaining unpaid amount or benefit contemplated by Section 5.3(b)(ii) or 5.3(c); provided that, and (ii) if the Executive will no longer provides the release contemplated by Section 5.4, the Executive be entitled toto benefits pursuant to Section 5.3(b) or 5.3(c), as applicable, of no less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Company will no longer be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans. release contemplated by Section 5.4.
(e) The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due to terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act (if applicable) to continue participation in medical, dental, hospitalization and life insurance coverage; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan or applicable law(if any).
Appears in 2 contracts
Samples: Employment Agreement (Meten International Education Group), Employment Agreement (iSoftStone Holdings LTD)
Benefits Upon Termination. If the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, Executive (whether or upon not during or following the expiration of the Period of Employment Employment) (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:
(a) The Company shall pay or provide (or shall cause there to be paid or provided, as the case may be) Executive (or, in the event of his Executive’s death, the Executive’s estate) any Accrued Obligations (as defined in Section 5.5)Obligations;
(b) If, during the Period of Employment, the If Executive’s employment with the Company terminates during the Period of Employment as a result of an Involuntary Termination a termination by the Company without Cause (as defined other than due to Executive’s death or Disability and not including that a change in Section 5.5)title to another “C” level or other suitable position (e.g. Chief Operating Officer) shall not constitute a termination for purposes of this section) or a resignation by Executive for Good Reason, the Executive shall be entitled to the following benefits:
(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to one hundred percent (100%) % of the Executive’s annualized Base Salary (as at the annualized rate in effect immediately prior to on the termination Severance Date (i.e. the equivalent of the 12 months of Executive’s employmentBase Salary). Such amount is referred to hereinafter as the “Severance Benefit.” The Company shall pay Subject to Section 21(b) and except as provided in the next sentence, the Severance Benefit to the Executive shall be paid in equal installments on a bi-weekly basis installment payments (each of the applicable fraction of the total Severance Benefit to be paid) in accordance with the Company’s usual payroll practices (but no less frequently than in monthly installments) over a period of twelve (12) months consecutive months, with the first installment payable on the first regularly scheduled payroll date occurring after the sixtieth (60th) day following Executive’s Separation from Service and such first installment payment including all amounts that otherwise would have been paid to Executive during the period beginning on Executive’s Separation of Service and ending on such first payment date if no delay had been imposed. If, however, such Separation from Service occurs on or within two years following a Change in Control Event, then (subject to Section 21(b)) the Severance Date Benefit shall be paid in a single lump payment on the first regularly scheduled payroll date occurring after the sixtieth (the “Severance Period”)60th) day following Executive’s Separation from (i) Service.
(ii) During the Severance Period, the The Company shall will pay or reimburse Executive for Executive’s premiums charged to continue to make available medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for Executive and the (and, if applicable, Executive’s spouse and dependents covered under any group health plans or life insurance plans of the Company on eligible dependents) as in effect immediately prior to the Severance Date, all group healthto the extent that Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, life and other similar insurance plans subject to Section 21(b), commence with continuation coverage for the month following the month in which Executive’s Separation from Service occurs and shall cease with continuation coverage upon the conclusion of theeighteenth (18th) month after the month in which Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of Executive’s death, the date Executive becomes eligible for coverage under the health plan of a future employer, or such spouse the date the Company ceases to offer group medical coverage to its active executive employees or dependents participate on the Severance Date at the same cost Company is otherwise under no obligation to the Executive as the Executive paid for such benefits prior offer COBRA continuation coverage to such dateExecutive). To the extent that Executive elects COBRA coverage, Executive shall notify the Company canin writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. The Company’s obligations pursuant to this Section 5.3(b)(ii) are subject to the Company’s ability to comply with applicable law and provide such benefit without resulting in adverse tax consequences.
(iii) The Company shall promptly pay to Executive any Incentive Bonus that would otherwise be paid to Executive had Executive’s employment with the Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid.
(iv) The Company shall pay, on the first regularly scheduled payroll date occurring after the sixtieth (60th) day following Executive’s Separation from Service, an amount in cash equal to (x) Executive’s target Incentive Bonus for the fiscal year in which the Severance Date occurs, multiplied by (y) a fraction, the numerator of which is the total number of days in such fiscal year in which Executive was employed by the Company and the denominator of which is the total number of days in such fiscal year.
(v) As to each then-outstanding stock option and other equity-based award granted by the Company to Executive that vests based solely on Executive’s continued service with the Company or its Affiliates, Executive shall vest as of the Severance Date in any portion of such award in which Executive would have vested thereunder if Executive’s employment with the Company had continued through the end of any vesting periods applicable thereto. As to each outstanding stock option or other equity-based award granted by the Company to Executive that is subject to performance-based vesting requirements, the vesting of such award will continue to provide be governed by its terms, provided that (unless otherwise expressly provided in the applicable award agreement) for purposes of any service-based vesting requirement under such benefitsaward, it Executive’s employment with the Company will pay be deemed to have continued for six (6) months after the Severance Date. Notwithstanding the foregoing, if the Severance Date occurs on or after the date of a Change in Control Event, (i) each stock option and other equity-based award granted by the Company to Executive an amount that would vests based solely on Executive’s continued service with the Company or its Affiliates, to the extent then outstanding and unvested, shall be sufficient fully vested as of the Severance Date, and (ii) any service-based vesting requirement under each outstanding stock option or other equity- based award granted by the Company to enable Executive that is subject to performance-based vesting requirements shall (unless otherwise expressly provided in the Executive to purchase substantially the same level of such benefits from a third party applicable award (ii) agreement) be deemed satisfied at the same cost to the Executive applicable “target” performance level as the Executive paid for such benefits immediately prior to of the Severance Date.
(c) If a Change of Control (as defined herein) occurs at any time Executive’s employment with the Company terminates during the Period of EmploymentEmployment as a result of Executive’s death or Disability, the vesting of each outstanding optionCompany shall pay Executive (or Executive’s estate) the Accrued Obligations and, restricted stock award or other stock-based award granted on the first regularly scheduled payroll date occurring after the sixtieth (60th) day following Executive’s Separation from Service, the amounts contemplated by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the date of such Change of Control. Sections 5.3(b)(iii) and 5.3(b)(iv).
(d) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his Executive’s obligations under Section 6 of this Agreement at any time, from and after the date of such breachbreach and not in any way in limitation of any right or remedy otherwise available to the Company, (i) the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, pay any remaining unpaid portion of the Severance Benefit, and (ii) the Executive will no longer be entitled to, and the Company will no longer be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans Benefit or any payment in respect of such plans. continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii).
(e) The foregoing provisions of this Section 5.3 shall not affect: (i) the affect Executive’s receipt of benefits otherwise due terminated employees consistent with the terms of the applicable Company welfare benefit plan or applicable lawrights under COBRA to continue health coverage.
Appears in 2 contracts
Samples: Employment Agreement (Surf Air Mobility Inc.), Employment Agreement (Surf Air Mobility Inc.)
Benefits Upon Termination. If the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:
(a) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations (as defined in Section 5.5);
(b) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as such term is defined in Section 5.5), the Executive shall be entitled to the following benefits:
(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to one hundred ___ percent (100__%) of the Executive’s annualized Base Salary (as in effect immediately prior to the termination of the Executive’s employment). Such amount is referred to hereinafter as the “Severance Benefit.” The Company shall pay the Severance Benefit to the Executive in equal installments on a bi-weekly basis over a period of twelve (12) months following the Severance Date (the “Severance Period”).
(ii) During the Severance Period, the The Company shall continue to make available to the Executive and the Executive’s spouse and dependents covered under any group health plans or life insurance plans of the Company on the Severance Date, all group health, life and other similar health insurance plans in which Executive or such spouse or dependents participate on the Severance Date at the same cost to the Executive as the Executive paid for such benefits prior to such date. To the extent that the Company cannot continue to provide such benefits, it will pay the Executive an amount that would be sufficient to enable the Executive to purchase substantially the same level of such benefits from a third party at the same cost to the Executive as the Executive paid for such benefits immediately prior to the Severance Date. Notwithstanding the foregoing, the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall commence with continuation coverage for the month following the month in which the Severance Date occurs and shall cease with continuation coverage for the twelfth month following the month in which the Severance Date occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees).
(c) If a Change of Control (as such term is defined hereinin Section 5.5) occurs at any time during the Period of Employment, and on or within six months following such Change of Control the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as such term is defined in Section 5.5), then the vesting of each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the date of such Change of Control. Involuntary Termination.
(d) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of such breachbreach and not in any way in limitation of any right or remedy otherwise available to the Company, (i) the Executive will no longer be entitled to, and the Company will no longer be obligated to paypay or provide, any remaining unpaid portion of the Severance BenefitBenefit or any remaining unpaid amount or benefit contemplated by Section 5.3(b)(ii) or 5.3(c); provided that, and (ii) if the Executive will no longer provides the release contemplated by Section 5.4, the Executive be entitled toto benefits pursuant to Section 5.3(b) or 5.3(c), as applicable, of no less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Company will no longer be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans. release contemplated by Section 5.4.
(e) The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due to terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act (if applicable) to continue participation in medical, dental, hospitalization and life insurance coverage; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan or applicable law(if any).
Appears in 1 contract
Benefits Upon Termination. If the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:
(a) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations (as such term is defined in Section 5.5);
(b) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination a termination by the Company without Cause or a resignation by the Executive with Good Reason (as such term is defined in Section 5.5), the Executive shall be entitled to the following benefits:
(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to one hundred percent (100%) of the Executive’s annualized two times his Base Salary (as at the annualized rate in effect immediately prior to on the termination of the Executive’s employment)Severance Date. Such amount is referred to hereinafter as the “Severance Benefit.” The Subject to Section 5.8(a), the Company shall pay the Severance Benefit to the Executive in substantially equal installments on a bi-weekly basis in accordance with the Company’s standard payroll practices over a period of twelve twenty-four (1224) months consecutive months, with the first installment payable in the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 5.5) occurs. (For purposes of clarity, each such installment shall equal the applicable fraction of the aggregate Severance Date Benefit. For example, if such installments were to be made on a monthly basis, each installment would equal one-twenty-fourth (1/24th) of the “Severance Period”Benefit.).
(ii) During The Company will pay or reimburse the Severance Period, the Company shall Executive for his premiums charged to continue to make available medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive and (and, if applicable, the Executive’s spouse and dependents covered under any group health plans or life insurance plans of the Company on eligible dependents) as in effect immediately prior to the Severance Date, all group healthto the extent that the Executive elects such continued coverage; provided, life and other similar insurance plans that, the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 5.8(a), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage in the twenty-fourth month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or such spouse the date the Company ceases to offer group medical coverage to its active executive employees or dependents participate on the Severance Date at the same cost Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive as the Executive paid for such benefits prior to such dateExecutive). To the extent that the Executive elects COBRA coverage, he shall notify the Company cannot continue to provide such benefits, it will pay the Executive an amount that would be sufficient to enable the Executive to purchase substantially the same level in writing of such benefits from a third party at the same cost to the Executive as the Executive paid for such benefits immediately election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Severance DateCompany may then have in place.
(c) If a Change of Control (as defined herein) occurs at any time during the Period of Employment, the vesting of each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the date of such Change of Control. Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of such breachbreach and not in any way in limitation of any right or remedy otherwise available to the Company, (i) the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance BenefitBenefit or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii). In such event, the first installment of the Severance Benefit contemplated by Section 5.3(b)(i) shall, in and (ii) of itself, constitute good and sufficient consideration for the Executive will no longer be entitled to, and the Company will no longer be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans. release contemplated by Section 5.4(a).
(d) The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan or applicable law(if any).
Appears in 1 contract
Benefits Upon Termination. If (a) In lieu of any amounts that may otherwise be payable to the Executive pursuant to any severance or similar policies of the Company, whether existing on the date hereof or in effect from time to time hereafter, in the event that the Company terminates the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company pursuant to a Without Cause Termination or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s termination of his employment by the Company terminates is referred pursuant to as the “Severance Date”)a Termination for Good Reason, the Company shall have no further obligation continue to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:
(a) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations (as defined in Section 5.5);
(b) If, during Base Salary for the Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as defined in Section 5.5), the Executive shall be entitled to the following benefits:
(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to one hundred percent (100%) remainder of the Executive’s annualized Base Salary (as in effect immediately prior to Term or for one year from the termination date of the Executive’s employment). Such amount termination, whichever is referred to hereinafter as the “Severance Benefit.” The Company shall pay the Severance Benefit to the Executive in equal installments on a bi-weekly basis over a period of twelve (12) months following the Severance Date longer (the “Severance Period”).
(ii) During . The Executive also shall be entitled to any earned but unpaid Base Salary as of the Severance Periodeffective date of termination of employment. No other payments shall be made, or benefits provided, by the Company shall continue to make available to under this Agreement except as otherwise required by law or the Executive and the ExecutiveCompany’s spouse and dependents covered under any group health plans or life insurance plans of the Company on the Severance Date, all group health, life and other similar insurance plans in which Executive or such spouse or dependents participate on the Severance Date at the same cost to the Executive as the Executive paid for such benefits prior to such date. To the extent that the Company cannot continue to provide such benefits, it will pay the Executive an amount that would be sufficient to enable the Executive to purchase substantially the same level of such benefits from a third party at the same cost to the Executive as the Executive paid for such benefits immediately prior to the Severance Datebenefit plans.
(c) If In the event that the Company terminates the Executive’s employment pursuant to a Change of Control Termination for Cause or the Executive terminates his employment with the Company (as defined hereinincluding, without limitation, pursuant to any retirement) occurs at any time during the Period of Employmentbut did not terminate his employment for Good Reason, the vesting Company shall pay the Executive any earned but unpaid Base Salary as of each outstanding optionthe effective date of termination of employment. No other payments shall be made, restricted stock award or other stock-based award granted benefits provided, by the Company under this Agreement or otherwise except to the Executive extent required by law or HUB’s benefit plans.
(d) In the event that the Executive’s employment hereunder is terminated due to the Executive’s death, the Company shall be automatically accelerated so that such award shall be vested in full pay the Executive’s executor or other legal representative (the “Representative”) any earned but unpaid Base Salary as of the date of such Change termination of Controlemployment plus an amount equal to one-half (1/2) of the Executive’s Base Salary immediately prior to the Executive’s death. No other payments shall be made, or benefits provided, by the Company whether under this Agreement or otherwise except to the extent required by law or the Company’s benefit plans. (e) Any payments to be made or benefits to be provided by the Company pursuant to this Section 6 (other than in the event of the Executive’s death or Disability) are subject to the receipt by the Company of an effective general release and agreement not to xxx, in a form reasonably satisfactory to the Company and the Executive (the “Release”) pursuant to which the Executive agrees (i) to release all claims against HUB, the Company, and certain related parties (excluding claims for (x) indemnification under the Company’s Certificate of Incorporation or by-laws or (y) any severance benefits payable hereunder), (ii) not to maintain any action, suit, claim or proceeding against HUB, the Company, or their respective subsidiaries and affiliates and certain related parties, and (iii) to be bound by certain confidentiality and mutual non-disparagement covenants specified therein. Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the due date of such breachany post-employment payment, (i) the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Benefit, and (ii) the Executive will no longer be entitled to, and the Company will no longer shall not be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans. The foregoing provisions of payments under this Section 5.3 shall not affect: (i) 6 until after the Executive’s receipt expiration of benefits otherwise due terminated employees consistent with any revocation period applicable to the terms of the applicable Company welfare benefit plan or applicable lawRelease.
Appears in 1 contract
Benefits Upon Termination. If the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, Executive (whether or upon not during or following the expiration of the Period of Employment Employment) (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:
(a) The Company shall pay or provide (or shall cause there to be paid or provided, as the case may be) Executive (or, in the event of his Executive’s death, the Executive’s estate) any Accrued Obligations (as defined in Section 5.5)Obligations;
(b) If, during the Period of Employment, the If Executive’s employment with the Company terminates during the Period of Employment as a result of an Involuntary Termination a termination by the Company without Cause (as defined other than due to Executive’s death or Disability and not including that a change in Section 5.5)title to another “C” level or other suitable position shall not constitute a termination for purposes of this section) or a resignation by Executive for Good Reason, the Executive shall be entitled to the following benefits:
(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to one hundred percent (100%) % of the Executive’s annualized Base Salary (as at the annualized rate in effect immediately prior to on the termination Severance Date (i.e., the equivalent of the 12 months of Executive’s employmentBase Salary). Such amount is referred to hereinafter as the “Severance Benefit.” The Subject to Section 21(b), the Company shall pay the Severance Benefit to the Executive in equal monthly installments on a bi-weekly basis (rounded down to the nearest whole cent) over a period of twelve (12) months months, with the first installment payable on the first regularly scheduled payroll date occurring after the sixtieth (60th) day following the Severance Date (the “Severance Period”).
(ii) During the Severance Period, the Company shall continue to make available to the Executive and the Executive’s spouse Separation from Service and dependents covered under any group health plans or life insurance plans of the Company on the Severance Date, all group health, life and other similar insurance plans in which Executive or to include each such spouse or dependents participate on the Severance Date at the same cost to the Executive as the Executive paid installment that was otherwise (but for such benefits 60-day delay) scheduled to be paid following Executive’s Separation from Service and prior to such date. To the extent that the Company cannot continue to provide such benefits, it will pay the Executive an amount that would be sufficient to enable the Executive to purchase substantially the same level of such benefits from a third party at the same cost to the Executive as the Executive paid for such benefits immediately prior to the Severance Date.
(c) If a Change of Control (as defined herein) occurs at any time during the Period of Employment, the vesting of each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the date of such payment. If, however, such Separation from Service occurs on or within two years following a 409A Change of in Control. Notwithstanding , then (subject to Section 21(b)) the foregoing provisions of this Section 5.3, if Severance Benefit shall be paid in a single lump payment on the Executive breaches his obligations under Section 6 of this Agreement at any time, from and first regularly scheduled payroll date occurring after the date sixtieth (60th) day following Executive’s Separation from Service. For this purpose, a “409A Change in Control” means a Change in Control Event that constitutes a change in the ownership or effective control of such breachthe Company, (i) or in the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid ownership of a substantial portion of the Severance Benefitassets of the Company, and within the meaning of Code Section 409A (iias such term is defined below) the Executive will no longer be entitled to, and the Company will no longer be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans. The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees consistent with the terms of the applicable Company welfare benefit plan or applicable lawregulations promulgated thereunder.
Appears in 1 contract
Benefits Upon Termination. If the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:
(a) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations (as such term is defined in Section 5.5);
(b) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as such term is defined in Section 5.5), the Executive shall be entitled to the following benefits:
(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an a lump-sum amount equal to one hundred percent (100%) of within 10 days after the Executive’s annualized Separation from Service equal to two times the sum of (i) his Base Salary (as at the annualized rate in effect immediately prior to on the termination of Severance Date and (ii) his Target Bonus for the Executive’s employment)year in which the Severance Date occurs. Such amount is referred to hereinafter as the “Severance Benefit.” ”
(ii) The Company shall provide the Executive and his eligible dependents continued medical and dental coverage on substantially the same terms and conditions then generally provided to active employees of the Company (including the terms requiring employees to pay a portion of the applicable premiums) commencing with the day following the day on which the Executive’s Separation from Service occurs and continuing until the earlier of (A) the end of the month in which the Executive attains the age of 65, (B) the date of the Executive’s death, (C) the date the Executive becomes eligible for Initial Initial Medicare benefits under the Social Security Act or (D) the date the Executive becomes eligible for coverage under the health plan of a future employer, provided that to the extent such medical or dental coverage cannot reasonably be provided under the Company’s plans for any particular month in such period and the Company cannot or does not make other arrangements to provide such coverage, the Company shall pay the Severance Benefit Executive a cash amount in such month equal to the Company’s cost of providing such coverage for such month. Such continued medical and dental coverage shall only be provided to the Executive and/or any of his covered dependents during periods of time that they are residing in equal installments on a bi-weekly basis over a period of twelve (12) months following the Severance Date (the “Severance Period”).
(ii) During the Severance Period, the Company shall continue to make available to the Executive and the Executive’s spouse and dependents covered under any group health plans or life insurance plans of the Company on the Severance Date, all group health, life and other similar insurance plans in which Executive or such spouse or dependents participate on the Severance Date at the same cost to the Executive as the Executive paid for such benefits prior to such date. To the extent that the Company cannot continue to provide such benefits, it will pay the Executive an amount that would be sufficient to enable the Executive to purchase substantially the same level of such benefits from a third party at the same cost to the Executive as the Executive paid for such benefits immediately prior to the Severance DateUnited States.
(c) If a Change of Control (as defined herein) occurs at any time If, during the Period of Employment, the vesting of each outstanding option, restricted stock award or other stock-based award granted Executive’s employment with the Company is terminated by the Company without Cause or as a result of a Constructive Termination, then with respect to the equity interests in Parent granted pursuant to Section 3.3, the Executive shall be automatically entitled to receive accelerated so that such award shall be vested in full as vesting of one third of the date total number of such Change of Control. interests that are outstanding and unvested on the Severance Date.
(d) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of such breachbreach and not in any way in limitation of any right or remedy otherwise available to the Company, (i) the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance BenefitBenefit or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii); provided that, and (ii) if the Executive will provides the release contemplated by Section 5.4, in no longer event shall the Executive be entitled toto a Severance Benefit payment of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for the Company will no longer be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans. release contemplated by Section 5.4.
(e) The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan plan; or applicable law(ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage.
Appears in 1 contract
Samples: Employment Agreement
Benefits Upon Termination. If the Executive’s employment by the Company is terminated during the Employment Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment Executive (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:
(a) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations (as defined in Section 5.5);
(b) If, during the Period of EmploymentEmployment Period, the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as defined in Section 5.5), the Executive shall be entitled to the following benefits:
(i) The Company shall pay the Executive (in addition to the Accrued Obligations), Obligations and subject to the release requirement of Section 5.4 and subject to tax withholding and other authorized deductions), an amount equal to one hundred percent the sum of (100%x) of the Executive’s annualized two (2) times his Base Salary (as at the annual rate in effect immediately prior to on the termination of Severance Date, plus (y) one (1) times his target Incentive Bonus for the Executive’s employment)year in which the Severance Date occurs. Such amount is referred to hereinafter as the “Severance Benefit.” The Subject to Section 22(b), Company shall pay the Severance Benefit to the Executive in substantially equal installments on a bi-weekly basis in accordance with Company’s standard payroll practices over a period of twelve twenty-four (1224) months consecutive months, with the first installment payable in the month following the Severance Date month in which Executive’s Separation from Service (as such term is defined in Section 5.5) occurs.
(c) Upon the termination of Executive’s employment for any reason other than by the Company for Cause, the Company will continue to provide Executive with medical insurance coverage (the “Severance PeriodContinuation Coverage”).
(ii) During substantially similar to medical coverage provided to the Severance PeriodCompany’s active employees. If the Company offers more than one medical plan option to its active employees, the Company may determine from time to time, in its discretion, which such option the Continuation Coverage will be modeled after. Executive will not be charged a premium for the Continuation Coverage but will be responsible for any required payments, including without limitation, deductibles, copayments, and coinsurance. The Continuation Coverage shall include coverage for Executive’s spouse and dependent children who meet the eligibility requirements for medical coverage for spouses and dependent children of the Company’s active employees. Executive’s Continuation Coverage shall continue until the earliest of (1) the date on which Executive attains age 65; (2) the date Executive becomes eligible for coverage under an employer’s health plan; or (3) the date the Company ceases to make available offer any group medical coverage to the Executive and the its active employees. Coverage for Executive’s spouse and dependents covered under any group health plans will continue until the earlier of (1) the date Executive’s coverage terminates or life insurance plans (2) the date the spouse or dependent ceases to meet the eligibility requirements for medical coverage for spouses and dependent children of the Company on the Severance Date, all group health, life and other similar insurance plans in which Executive or such spouse or dependents participate on the Severance Date at the same cost Company’s active employees. Notwithstanding anything herein to the Executive as the Executive paid for such benefits prior to such date. To the extent that contrary, if the Company cannot continue determines that it is impractical or infeasible to provide such benefitsthe Continuation Coverage, it will pay the Company may in lieu thereof provide Executive an amount that would be sufficient to enable the Executive to purchase substantially the same level of such benefits from a third party at the same cost with monthly cash payments equal to the Executive as the Executive paid monthly premium for such benefits immediately prior medical coverage provided to the Severance Date.
(c) If a Change Company’s active employees. The Company makes no representation regarding the taxability of Control (as defined herein) occurs at any time during the Period of Employment, the vesting of each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive benefit provided under this section and any tax obligations related thereto shall be automatically accelerated so that such award shall be vested in full as the sole obligation of the date of such Change of ControlExecutive. Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of such breach, (i) the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of any benefits provided in Section 5.3(b) or 5.3(c); provided that, if Executive provides the Severance Benefitrelease contemplated by Section 5.4, and (ii) the in no event shall Executive will no longer be entitled toto benefits pursuant to Section 5.3(b) of less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree is good and the Company will no longer be obligated to make available to Executive or adequate consideration, in and of itself, for Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plansrelease contemplated by Section 5.4. The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (iii) Executive’s receipt of benefits otherwise due in accordance with the terms of Company’s 401(k) plan or applicable law(if any).
Appears in 1 contract
Benefits Upon Termination. If the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:
(a) The Company shall pay the Executive (or, in the event of his her death, the Executive’s estate) any Accrued Obligations (as such term is defined in Section 5.5);
(b) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination a termination by the Company without Cause or a resignation by the Executive with Good Reason (as such term is defined in Section 5.5), the Executive shall be entitled to the following benefits:
(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to one hundred percent (100%) of the Executive’s annualized two times her Base Salary (as at the annualized rate in effect immediately prior to on the termination of the Executive’s employment)Severance Date. Such amount is referred to hereinafter as the “Severance Benefit.” The Subject to Section 5.8(a), the Company shall pay the Severance Benefit to the Executive in substantially equal installments on a bi-weekly basis in accordance with the Company’s standard payroll practices over a period of twelve twenty-four (1224) months consecutive months, with the first installment payable in the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 5.5) occurs. (For purposes of clarity, each such installment shall equal the applicable fraction of the aggregate Severance Date Benefit. For example, if such installments were to be made on a monthly basis, each installment would equal one-twenty-fourth (l/24th) of the “Severance Period”Benefit.).
(ii) During The Company will pay or reimburse the Severance Period, the Company shall Executive for her premiums charged to continue to make available medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive and (and, if applicable, the Executive’s spouse and dependents covered under any group health plans or life insurance plans of the Company on eligible dependents) as in effect immediately prior to the Severance Date, all group healthto the extent that the Executive elects such continued coverage; provided, life and other similar insurance plans that, the Company’s obligation to make any payment or reimbursement pursuant to this clause (iii) shall, subject to Section 5.8(a), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage in the twenty-fourth month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or such spouse the date the Company ceases to offer group medical coverage to its active executive employees or dependents participate on the Severance Date at the same cost Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive as the Executive paid for such benefits prior to such dateExecutive). To the extent that the Executive elects COBRA coverage, he shall notify the Company cannot continue to provide such benefits, it will pay the Executive an amount that would be sufficient to enable the Executive to purchase substantially the same level in writing of such benefits from a third party at the same cost to the Executive as the Executive paid for such benefits immediately election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Severance DateCompany may then have in place.
(c) If a Change of Control (as defined herein) occurs at any time during the Period of Employment, the vesting of each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the date of such Change of Control. Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his her obligations under Section 6 of this Agreement at any time, from and after the date of such breachbreach and not in any way in limitation of any right or remedy otherwise available to the Company, (i) the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance BenefitBenefit or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii). In such event, the first installment of the Severance Benefit contemplated by Section 5.3(b)(i) shall, in and (ii) of itself, constitute good and sufficient consideration for the Executive will no longer be entitled to, and the Company will no longer be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans. release contemplated by Section 5.4(a).
(d) The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan or applicable law.(if any);
Appears in 1 contract
Benefits Upon Termination. If the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:
(a) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations (as such term is defined in Section 5.5);
(b) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as such term is defined in Section 5.5), the Executive shall be entitled to the following benefits:
(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to one hundred percent times the sum of (100%i) of the Executive’s annualized his Base Salary (as at the annualized rate in effect immediately prior to on the termination of the Executive’s employmentSeverance Date and (ii) seven hundred and fifty thousand dollars ($750,000). Such amount is referred to hereinafter as the “Severance Benefit.” The Subject to Section 5.8(a), the Company shall pay the Severance Benefit to the Executive in substantially equal installments on a bi-weekly basis in accordance with the Company’s standard payroll practices over a period of twelve six (126) months consecutive months, with the first installment payable in the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 5.5) occurs. (For purposes of clarity, each such installment shall equal the applicable fraction of the aggregate Severance Date Benefit. For example, if such installments were to be made on a monthly basis, each installment would equal one sixth (l/6th) of the “Severance Period”Benefit.).
(ii) During The Company will pay or reimburse the Severance Period, the Company shall Executive for his and his covered dependents’ premiums charged to continue to make available group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive and (and, if applicable, the Executive’s spouse and dependents covered under any group health plans or life insurance plans of the Company on the Severance Date, all group health, life and other similar insurance plans eligible dependents) as in which Executive or such spouse or dependents participate on the Severance Date at the same cost to the Executive as the Executive paid for such benefits prior to such date. To the extent that the Company cannot continue to provide such benefits, it will pay the Executive an amount that would be sufficient to enable the Executive to purchase substantially the same level of such benefits from a third party at the same cost to the Executive as the Executive paid for such benefits effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 5.8(a), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the twelfth month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. To the extent required in order to avoid violating Section 105(h) of the Code, the benefits provided in this Section 5.3(b)(ii) shall be treated as an additional cash severance benefit.
(ciii) If The Company shall pay the Executive a Change pro-rata portion of Control (as defined herein) occurs at any time during Incentive Bonus that is earned for the Period of Employmentfiscal year in which the Executive’s Involuntary Termination occurs, with the vesting of each outstanding option, restricted stock award or other stockpro-rata portion based award granted by the Company on a percentage equal to the Executive shall be automatically accelerated so that number of days in such award shall be vested in full as of fiscal year through the date of the Executive’s Involuntary Termination divided by three hundred sixty five (365)) (the “Pro-Rata Bonus”). The Pro-Rata Bonus shall also be paid if the Executive’s employment is terminated due to the Executive’s death or his Disability. The Pro-Rata Bonus shall be paid in the calendar year immediately following the calendar year in which the Executive’s Involuntary Termination, death or Disability occurs (with such Change payment expected to be made at the same time bonuses are paid to other employees, or by March 31 if bonuses are not paid to other employees), and the penultimate sentence of Control. Section 3.2 of this Agreement shall not apply to such payment.
(d) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of such breachbreach and not in any way in limitation of any right or remedy otherwise available to the Company, (i) the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance BenefitBenefit or the Pro-Rata Bonus or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii); provided that, and (ii) if the Executive will provides the release contemplated by Section 5.4, in no longer event shall the Executive be entitled toto a Severance Benefit payment of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for the Company will no longer be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans. release contemplated by Section 5.4.
(e) The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 40l(k) plan or applicable lawthe Stock Plan.
Appears in 1 contract
Samples: Employment Agreement (Mariner, LLC)
Benefits Upon Termination. If the Executive’s 's employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or provide any benefits to the Executive except as follows:
(a) The the Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations (as defined in Section 5.5below);
, and (b) If, during the Period of Employment, Company shall continue for three months following the termination (one month following the termination if the Executive resigns) (but in no event after Executive becomes employed by a new employer) the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as defined in Section 5.5), the Executive shall be entitled to the following benefits:
(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to one hundred percent (100%) of the Executive’s annualized Base Salary ('s medical insurance as in effect immediately prior to the termination or similar coverage or reimburse the Executive for similar coverage. Those rights that are expressly contemplated pursuant to Section 2.3 or pursuant to the Restricted Stock Agreement to continue following a termination of employment are outside of the Executive’s employment)scope of the preceding sentence. Such amount is referred to hereinafter as the “Severance Benefit.” The Company shall pay the Severance Benefit to If the Executive in equal installments resigns on any day other than the last day of a bi-weekly basis over a period of twelve (12) months following the Severance Date (the “Severance Period”).
(ii) During the Severance Period, the Company shall continue to make available to the Executive and the Executive’s spouse and dependents covered under any group health plans or life insurance plans fiscal year of the Company on or if the Severance DateExecutive's employment is terminated by the Company with Cause, all group health, life and other similar insurance plans the Executive shall not be entitled to any Annual Performance Bonus (or pro rated Annual Performance Bonus) for the year in which Executive or such spouse or dependents participate on his employment terminates. If the Severance Date at the same cost to the Executive as the Executive paid for such benefits prior to such date. To the extent that Executive's employment is terminated by the Company cannot continue to provide such benefits, it will pay without Cause (including termination (other than for Cause) by the Executive an amount that would be sufficient to enable the Executive to purchase substantially the same level of such benefits from a third party at the same cost to the Executive as the Executive paid for such benefits immediately prior to the Severance Date.
(c) If Company upon or following a Change of Control (as defined herein) occurs at any time Control), or if the Executive's employment by the Company terminates due to the Executive's death during the Period of Employment, or if the vesting of each outstanding option, restricted stock award or other stock-based award granted Executive's employment is terminated by the Company during the Period of Employment due to the Executive's Disability, the Company shall also, but only as long as the Executive remains in compliance with the provisions of Section 6:
(a) pay the Executive a lump sum severance payment in an amount equal to 2.0 times Executive's Base Salary; provided, however, that the lump sum severance payment shall be automatically accelerated so that such award shall be vested equal 2.0 times Executive's Base Salary in full as the case of any termination (other than for Cause) by the date of such Company upon or following a Change of Control. Notwithstanding the foregoing provisions of this Section 5.3, if ;
(b) pay the Executive breaches his obligations a pro-rated bonus under Section 6 the Annual Performance Bonus Program (based on the Company's performance for the fiscal year up until the termination of this Agreement at any time, from employment and prorated performance targets) for the year in which the termination occurs; and
(c) continue for twelve months (as opposed to three months) following the termination (but in no event after the date of such breach, (i) the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Benefit, and (ii) the Executive will no longer be entitled to, and the Company will no longer be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans. The foregoing provisions of this Section 5.3 shall not affect: (ibecomes employed by a new employer) the Executive’s receipt of benefits otherwise due terminated employees consistent with 's medical insurance as in effect immediately prior to the terms of termination or similar coverage or reimburse the applicable Company welfare benefit plan or applicable lawExecutive for similar coverage.
Appears in 1 contract
Samples: Employment Agreement (Skilled Healthcare Group Inc)
Benefits Upon Termination. If the Executive’s employment by the Company or WFB is terminated during within twenty-four (24) months after a Change in Control or WFB Change in Control by (i) the Period of Employment Company or WFB for any reason by the Company other than Cause, Disability, Retirement or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make death or provide to the Executive, and (ii) the Executive shall have no further right to receive or obtain from the Companyfor Good Reason, any payments or benefits except as followsthen:
(a) The Company shall pay to the Executive in a lump sum as of the Date of Termination (or, and in all events within 30 days of the event Date of his death, Termination) a cash severance amount equal to 2.99 times the Executive’s estate) any Accrued Obligations (as defined in Section 5.5)Annual Compensation;
(b) IfThe Company shall continue, during for an eighteen (18) month period from the Period Date of EmploymentTermination, the Executive’s employment with participation in the Company’s group medical, dental, life and disability insurance programs and, if applicable, Medicare supplemental coverages (“Continued Benefits”). The Continued Benefits shall be provided by the Company terminates as a result of an Involuntary Termination (as defined in Section 5.5), at the Executive shall be entitled same premium to the following benefits:
(i) The Company shall pay Executive, and at the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to one hundred percent (100%) of the Executive’s annualized Base Salary (as same coverage levels in effect immediately prior to the termination Date of the Executive’s employment)Termination. Such amount is referred to hereinafter as the “Severance Benefit.” The Company Continued Benefits shall pay the Severance Benefit be provided to the Executive in equal installments on a bi-weekly basis over a period compliance with the terms of twelve (12) months following COBRA; provided that in the Severance Date (the “Severance Period”).
(ii) During the Severance Period, the Company shall continue to make available to the Executive and event that the Executive’s spouse and dependents covered under participation in any group health plans plan as provided in this Section 2(b) is barred by the underlying service provider or life insurance plans of carrier used by the Company on the Severance Date, all group health, life and other similar insurance plans in which Executive or such spouse or dependents participate on the Severance Date at the same cost to the Executive as the Executive paid for such benefits prior to such date. To the extent that the Company cannot continue to provide such benefits, it will pay or during such period any such plan is discontinued, the Company shall arrange to either provide the Executive an amount that would be sufficient with benefits substantially similar to enable those which the Executive was entitled to purchase substantially the same level of receive under such benefits from a third party at the same cost to the Executive as the Executive paid for such benefits plans immediately prior to the Severance Date.Date of Termination or a cash amount equal to the cost the Company would have incurred to provide for such benefits for the remainder of the continuation period. The Continued Benefits will be discontinued prior to the end of the eighteen (18) month period in the event the Executive receives substantially similar benefits from a subsequent employer, as determined in good faith by the Board. For purposes of enforcing this Section 2(b), to the extent necessary for the Company to make an off-set deduction, the Executive shall have a duty to keep the Company informed as to the terms and conditions of any subsequent employment and the corresponding benefits from employment and shall provide or cause to provide to the Company, in writing, correct, complete and timely information concerning the same;
(c) If a Change of Control (as defined herein) occurs at any time during the Period of EmploymentAll unvested stock options, the vesting of each outstanding optionrestricted stock, restricted stock award units or other stock-based award granted by equity interests of the Company issued to the Executive under the Equity Plans or otherwise that are subject only to time vesting and are not performance stock or performance units shall fully vest on the Date of Termination (and in all events within 30 days of the Date of Termination) to the extent such options, restricted stock, restricted stock units or other equity interests do not otherwise vest upon the change of control as defined in the applicable Equity Plan or agreement;
(d) All performance stock or performance units of the Company issued to the Executive under the Equity Plans that are intended to qualify for the performance-based compensation exception provided by Section 162(m) of the Code shall be automatically accelerated so that prorated to the Date of Termination and paid on actual performance at the end of the performance period (and in all events not later than March 15th following the end of the performance period) to the extent such award performance stock or performance units do not otherwise vest upon the change of control as defined in the applicable Equity Plan or agreement; and
(e) Section 6(b) (Development of Intellectual Property) of this Agreement and similar provisions (including non-competition and non-solicitation provisions but excluding confidentiality provisions) in other agreements between the Executive and the Company shall be vested in full terminated and of no further force and effect as of the date Date of such Change Termination, but Section 6(a) (Nondisclosure of Control. Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 Confidential Information) of this Agreement at any time, from and after the date of such breach, (i) similar confidentiality provisions in other agreements between the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion shall remain in full force and effect after the Date of the Severance Benefit, and (ii) the Executive will no longer be entitled to, and the Company will no longer be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans. The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees consistent with the terms of the applicable Company welfare benefit plan or applicable lawTermination.
Appears in 1 contract
Samples: Management Change of Control Severance Agreement (Cabelas Inc)
Benefits Upon Termination. If the Executive’s 's employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s 's employment by the Company terminates is referred to as the “"Severance Date”"), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:
(a) The Company shall pay the Executive (or, in the event of his death, the Executive’s 's estate) any Accrued Obligations (as defined in Section 5.5);
(b) If, during the Period of Employment, the Executive’s 's employment with the Company terminates as a result of an Involuntary Termination (as defined in Section 5.5), the Executive shall be entitled to the following benefits:
(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to one hundred percent (100%) of the Executive’s 's annualized Base Salary (as in effect immediately prior to the termination of the Executive’s 's employment). Such amount is referred to hereinafter as the “"Severance Benefit.” " The Company shall pay the Severance Benefit to the Executive in equal installments on a bi-weekly basis over a period of twelve (12) months following the Severance Date (the “"Severance Period”").
(ii) During the Severance Period, the Company shall continue to make available to the Executive and the Executive’s 's spouse and dependents covered under any group health plans or life insurance plans of the Company on the Severance Date, all group health, life and other similar insurance plans in which Executive or such spouse or dependents participate on the Severance Date at the same cost to the Executive as the Executive paid for such benefits prior to such date. To the extent that the Company cannot continue to provide such benefits, it will pay the Executive an amount that would be sufficient to enable the Executive to purchase substantially the same level of such benefits from a third party at the same cost to the Executive as the Executive paid for such benefits immediately prior to the Severance Date.
(c) If a Change of Control (as defined herein) occurs at any time during the Period of Employment, the vesting of each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the date of such Change of Control. Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of such breach, (i) the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Benefit, and (ii) the Executive will no longer be entitled to, and the Company will no longer be obligated to make available to Executive or Executive’s 's spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans. The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s 's receipt of benefits otherwise due terminated employees consistent with the terms of the applicable Company welfare benefit plan or applicable law.
Appears in 1 contract
Samples: Employment Agreement (Mindray Medical International LTD)
Benefits Upon Termination. If the Executive’s 's employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or provide any benefits to the Executive except as follows:
(a) The the Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations (as defined in Section 5.5below);
, and (b) If, during the Period of Employment, Company shall continue for three months following the termination (one month following the termination if the Executive resigns) (but in no event after Executive becomes employed by a new employer) the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as defined in Section 5.5), the Executive shall be entitled to the following benefits:
(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to one hundred percent (100%) of the Executive’s annualized Base Salary ('s medical insurance as in effect immediately prior to the termination or similar coverage or reimburse the Executive for similar coverage. Those rights that are expressly contemplated pursuant to Section 2.3 or pursuant to the Restricted Stock Agreement to continue following a termination of employment are outside of the Executive’s employment)scope of the preceding sentence. Such amount is referred to hereinafter as the “Severance Benefit.” The Company shall pay the Severance Benefit to If the Executive in equal installments resigns on any day other than the last day of a bi-weekly basis over a period of twelve (12) months following the Severance Date (the “Severance Period”).
(ii) During the Severance Period, the Company shall continue to make available to the Executive and the Executive’s spouse and dependents covered under any group health plans or life insurance plans fiscal year of the Company on or if the Severance DateExecutive's employment is terminated by the Company with Cause, all group health, life and other similar insurance plans the Executive shall not be entitled to any bonus under the Annual Performance Bonus Program (or pro rated bonus under the Annual Performance Bonus Program) for the year in which Executive or such spouse or dependents participate on his employment terminates. If the Severance Date at the same cost to the Executive as the Executive paid for such benefits prior to such date. To the extent that Executive's employment is terminated by the Company cannot continue to provide such benefits, it will pay without Cause (including a termination (other than for Cause) by the Executive an amount that would be sufficient to enable the Executive to purchase substantially the same level of such benefits from a third party at the same cost to the Executive as the Executive paid for such benefits immediately prior to the Severance Date.
(c) If Company upon or following a Change of Control (as defined herein) occurs at any time Control), or if the Executive's employment by the Company terminates due to the Executive's death during the Period of Employment, or if the vesting of each outstanding option, restricted stock award or other stock-based award granted Executive's employment is terminated by the Company during the Period of Employment due to the Executive's Disability, the Company shall also, but only as long as the Executive remains in compliance with the provisions of Section 6:
(a) pay the Executive a lump sum severance payment in an amount equal to 1.5 times Executive's Base Salary; provided, however, that the lump sum severance payment shall be automatically accelerated so that such award shall be vested equal 1.5 times Executive's Base Salary in full as the case of any termination (other than for Cause) by the date of such Company upon or following a Change of Control. Notwithstanding the foregoing provisions of this Section 5.3, if ;
(b) pay the Executive breaches his obligations a pro-rated bonus under Section 6 the Annual Performance Bonus Program (based on the Company's performance for the fiscal year up until the termination of this Agreement at any time, from employment and pro-rated performance targets) for the year in which the termination occurs; and
(c) continue for twelve months (as opposed to three months) following the termination (but in no event after the date of such breach, (i) the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Benefit, and (ii) the Executive will no longer be entitled to, and the Company will no longer be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans. The foregoing provisions of this Section 5.3 shall not affect: (ibecomes employed by a new employer) the Executive’s receipt of benefits otherwise due terminated employees consistent with 's medical insurance as in effect immediately prior to the terms of termination or similar coverage or reimburse the applicable Company welfare benefit plan or applicable lawExecutive for similar coverage.
Appears in 1 contract
Samples: Employment Agreement (Skilled Healthcare Group Inc)
Benefits Upon Termination. If the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:
(a) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations (as such term is defined in Section 5.5);
(b) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as such term is defined in Section 5.5), the Executive shall be entitled to the following benefits:
(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to one hundred percent Base Salary for the greater of (100%i) 12 months or (ii) if the Severance Date occurs before the second anniversary of the Executive’s annualized Base Salary (as in effect immediately prior to Effective Date, the termination period of time between the Severance Date and the second anniversary of the Executive’s employmentEffective Date (the period described in (i) or (ii), as applicable, the “Severance Period”). Such amount is referred to hereinafter as the “Severance Benefit.” The Subject to Section 5.8(a), the Company shall pay the Severance Benefit to the Executive in substantially equal installments on a bi-weekly basis in accordance with the Company’s standard payroll practices over a period of twelve (12) months 12 months, with the first installment payable in the month following the month in which the Executive’s Separation from Service (as such term is defined in Section 5.5) occurs. In addition, if the Executive’s employment terminates as a result of an Involuntary Termination, the Executive shall, solely to the extent the applicable performance objectives have been met for the Bonus Year that includes the Severance Date Date, be paid an Incentive Bonus for such Bonus Year at such time as such Incentive Bonus would have been paid in accordance with Section 3.2 had the Executive’s employment continued until such payment date; provided, however, that such Incentive Bonus will be reduced to reflect the percentage of the Bonus Year during which the Executive was employed under this Agreement (any such Incentive Bonus, the “Severance PeriodStub Bonus”).
(ii) During the Severance Period, the Company shall continue to make available to the Executive and the Executive’s spouse and dependents covered under any group health plans or life insurance plans of the Company on the Severance Date, all group health, life and other similar insurance plans in which Executive or such spouse or dependents participate on the Severance Date at the same cost to the Executive as the Executive paid for such benefits prior to such date. To the extent that the Company cannot continue to provide such benefits, it will pay the Executive an amount that would be sufficient to enable the Executive to purchase substantially the same level of such benefits from a third party at the same cost to the Executive as the Executive paid for such benefits immediately prior to the Severance Date.
(c) If a Change of Control (as defined herein) occurs at any time during the Period of Employment, the vesting of each outstanding option, restricted stock award or other stock-based award granted by the Company to the Executive shall be automatically accelerated so that such award shall be vested in full as of the date of such Change of Control. Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 or under any other agreement signed by the Executive and the Company or any of this Agreement its Affiliates that imposes restrictions with respect to the Executive’s activities at any time, from and after the date of such breachbreach and not in any way in limitation of any right or remedy otherwise available to the Company, (i) the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Benefit; provided that, and (ii) if the Executive will provides the release contemplated by Section 5.4, in no longer event shall the Executive be entitled toto a Severance Benefit payment of less than $5,000, which amount the parties agree is good and adequate consideration, standing alone, for the Company will no longer be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans. release contemplated by Section 5.4.
(d) The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of any benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the an applicable Company welfare benefit plan; (ii) the Executive’s rights to continued health coverage under COBRA; (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan or applicable law(if any); and (iv) the Executive’s receipt of any accrued but unpaid Incentive Bonus for the Bonus Year ended on the most recent anniversary of the Effective Date, payable at the time provided in Section 3.2.
Appears in 1 contract
Benefits Upon Termination. If the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:
(a) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations (as such term is defined in Section 5.5);
(b) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as such term is defined in Section 5.5), the Executive shall be entitled to the following benefits:
(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an a lump-sum amount equal to one hundred percent (100%) of within 10 days after the Executive’s annualized Separation from Service equal to two times the sum of (i) his Base Salary (as at the annualized rate in effect immediately prior to on the termination of Severance Date and (ii) his Target Bonus for the Executive’s employment)year in which the Severance Date occurs. Such amount is referred to hereinafter as the “Severance Benefit.” ”
(ii) The Company shall provide the Executive and his eligible dependents continued medical and dental coverage on substantially the same terms and conditions then generally provided to active employees of the Company (including the terms requiring employees to pay a portion of the applicable premiums) commencing with the day following the day on which the Executive’s Separation from Service occurs and continuing until the earlier of (A) the end of the month in which the Executive attains the age of 65, (B) the date of the Executive’s death, (C) the date the Executive becomes eligible for Medicare benefits under the Social Security Act or (D) the date the Executive becomes eligible for coverage under the health plan of a future employer, provided that to the extent such medical or dental coverage cannot reasonably be provided under the Company’s plans for any particular month in such period and the Company cannot or does not make other arrangements to provide such coverage, the Company shall pay the Severance Benefit Executive a cash amount in such month equal to the Company’s cost of providing such coverage for such month. Such continued medical and dental coverage shall only be provided to the Executive and/or any of his covered dependents during periods of time that they are residing in equal installments on a bi-weekly basis over a period of twelve (12) months following the Severance Date (the “Severance Period”).
(ii) During the Severance Period, the Company shall continue to make available to the Executive and the Executive’s spouse and dependents covered under any group health plans or life insurance plans of the Company on the Severance Date, all group health, life and other similar insurance plans in which Executive or such spouse or dependents participate on the Severance Date at the same cost to the Executive as the Executive paid for such benefits prior to such date. To the extent that the Company cannot continue to provide such benefits, it will pay the Executive an amount that would be sufficient to enable the Executive to purchase substantially the same level of such benefits from a third party at the same cost to the Executive as the Executive paid for such benefits immediately prior to the Severance DateUnited States.
(c) If a Change of Control (as defined herein) occurs at any time If, during the Period of Employment, the vesting of each outstanding option, restricted stock award or other stock-based award granted Executive’s employment with the Company is terminated by the Company without Cause or as a result of a Constructive Termination, then with respect to the equity interests in Parent granted pursuant to Section 3.3, the Executive shall be automatically entitled to receive accelerated so that such award shall be vested in full as vesting of one third of the date total number of such Change of Control. interests that are outstanding and unvested on the Severance Date.
(d) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of such breachbreach and not in any way in limitation of any right or remedy otherwise available to the Company, (i) the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance BenefitBenefit or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii); provided that, and (ii) if the Executive will provides the release contemplated by Section 5.4, in no longer event shall the Executive be entitled toto a Severance Benefit payment of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for the Company will no longer be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans. release contemplated by Section 5.4.
(e) The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan plan; or applicable law(ii) the Executive’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage.
Appears in 1 contract
Samples: Employment Agreement (NCL CORP Ltd.)
Benefits Upon Termination. If the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:
(a) The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations (as defined in Section 5.5)Obligations;
(b) If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of an Involuntary Termination a termination by the Company without Cause (as defined in Section 5.5)other than due to the Executive’s death or Disability) or a resignation by the Executive for Good Reason, the Executive shall be entitled to the following benefits:
(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to one hundred percent the sum of (100%x) twenty-four (24) months of Executive’s Base Salary at the monthly rate in effect on the Severance Date, plus (y) two (2) times the Executive’s annualized Base Salary target Incentive Bonus for the fiscal year of the Company in which the Severance Date occurs, plus two (as in effect immediately prior to the termination of 2) times the Executive’s employment)Revenue Bonus, if any, for the fiscal year of the Company immediately preceding the fiscal year in which the Severance Date occurs. Such amount is referred to hereinafter as the “Severance Benefit.” The Subject to Section 21(b), the Company shall pay the Severance Benefit to the Executive in equal monthly installments on a bi-weekly basis (rounded down to the nearest whole cent) over a period of twelve (12) months consecutive months, with the first installment payable on (or within ten (10) days following) the sixtieth (60th) day following the Severance Date (the “Severance Period”)Executive’s Separation from Service.
(ii) During The Company will pay or reimburse the Severance Period, the Company shall Executive for his premiums charged to continue to make available medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive and (and, if applicable, the Executive’s spouse and dependents covered under any group health plans or life insurance plans of the Company on the Severance Date, all group health, life and other similar insurance plans eligible dependents) as in which Executive or such spouse or dependents participate on the Severance Date at the same cost to the Executive as the Executive paid for such benefits prior to such date. To the extent that the Company cannot continue to provide such benefits, it will pay the Executive an amount that would be sufficient to enable the Executive to purchase substantially the same level of such benefits from a third party at the same cost to the Executive as the Executive paid for such benefits effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 21(b), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the six month (6th) month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place
(iii) The Company shall promptly pay to the Executive any Incentive Bonus or Revenue Bonus that would otherwise be paid to the Executive had his employment by the Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid (such payment to be made at the time bonuses for the fiscal year are paid to the Company’s executives generally).
(civ) If a Change of Control (as defined herein) occurs at any time during the Period of Employment, the vesting of As to each then-outstanding option, restricted stock award or option and other stockequity-based award granted by the Company to the Executive that vests based solely on the Executive’s continued service with the Company, the Executive shall be automatically accelerated so that such award shall be vested in full vest as of the Severance Date in any portion of such award in which the Executive would have vested thereunder if the Executive’s employment with the Company had continued for twelve (12) months after the Severance Date (and any portion of such award that is not vested after giving effect to this acceleration provision shall terminate on the Severance Date). As to each outstanding stock option or other equity-based award granted by the Company to the Executive that is subject to performance-based vesting requirements, the vesting of such award will continue to be governed by its terms, provided that for purposes of any service-based vesting requirement under such award, the Executive’s employment with the Company will be deemed to have continued for twelve (12) months after the Severance Date. Notwithstanding the foregoing, if the Severance Date occurs on or after the date of a Change in Control Event, each stock option and other equity-based award granted by the Company to the Executive, to the extent then outstanding and unvested, shall be fully vested as of the Severance Date.
(v) As to any such Change vested stock options, the Company shall promptly, at the election of Controlthe Executive, (i) issue to the Executive in consideration of the cancellation of such stock options and, without the payment by the Executive of any additional consideration, a number of shares of the Company’s common stock computed using the following formula: X = Y (A-B) Where: X = The number of shares of the Company’s common stock to be issued to the Executive pursuant to this clause; Y = The aggregate number of shares of the Company’s common stock that are issuable upon exercise of such stock options;
A = The fair market value of one share of the Company’s common stock on the Severance Date; and
B = The option exercise price (as adjusted to the Severance Date). or (ii) pay to the Executive in cash an amount equal to the fair market value of the shares of the Company’s common stock that are issuable pursuant to clause (i) above. For purposes of this subparagraph (v), the “fair market value” of one share of the Company’s common stock as of a particular date shall be determined as follows: (i) if traded on a securities exchange or through an interdealer quotation system such as the OTC Bulletin Board, the value shall be deemed to be the average of the closing sale prices of the Company’s common stock on such exchange or quotation system over the ten (10) day period ending on the trading day immediately preceding the Severance Date; or (ii) if traded over-the-counter, the value shall be deemed to be the average of the closing sale price over the ten (10) day period ending on the trading day immediately preceding the Severance Date. If there is no reported sale price for the Company’s common stock the fair market value of the Company’s common stock shall be the value as determined in good faith by the Board of Directors of the Company.
(c) In the event of the death of Executive during the Period of Employment, in addition to any other benefits or entitlements herein provided for, the legal representative of Executive shall be entitled to the compensation provided for in Section 3 above for one year plus the month in which death shall have occurred, at the rate being paid at the time of death, and the Period of Employment shall be deemed to have ended as of the close of business on the first anniversary of the last day of the month in which death shall have occurred, which payments shall be payable promptly and without prejudice to any payments due in respect of Executive’s death. The Company shall cause to be obtained and maintain a Two Million Dollar ($2,000,000) fully-paid whole life insurance policy insuring the life of the Executive. Such policy shall be maintained on a Equity Split Dollar basis for the entire term of employment and upon the cessation of employment, for a period of ten years thereafter at a maximum cost of no more than $20,000 per year.
(d) In the event of the Total Disability of Executive during the Period of Employment, the Period of Employment shall be deemed to have ended as of the close of business on the day the Executive shall first be considered to have a Total Disability and in lieu of the compensation payable to the Executive pursuant to Section 3 above, the Executive shall thereafter be entitled to 90% of the compensation provided for in Section 3 above, at the rate and in the manner being paid at the time of the commencement of Total Disability, (i) for the period of such Disability or (ii) until death or (iii) until the Executive becomes 75 years of age or (iv) for a period of 15 years, whichever of the events shall first occur. The Company shall obtain insurance policies at an annual cost of no more than $20,000 per year to cover the disability of Executive, provided, however, that the failure so to do for any reason shall not mitigate the Company’s obligation to pay such compensation to the Executive. The amount of any payments due under this paragraph (d) may be reduced by any payments which the Executive shall have received for the same period because of disability under any disability or pension plan of the Company or any subsidiary or affiliate thereof.
(e) If during the Period of Employment the Executive shall become temporarily, or intermittently, disabled through illness or accident from performing his duties hereunder, he shall be entitled to a leave of absence from his employment duties for the period of such temporary or intermittent disability, not to exceed 180 days in any twelve-month period. The Executive’s full compensation and status as an employee shall continue during any such temporary or intermittent disability and leaves of absence.
(f) During any period of leave of absence occasioned by illness or injury, Executive will submit to such physical examinations as may reasonably be requested by the Board of Directors and shall authorize release to the Board of Directors of copies of all hospital or other medical reports concerning Executive’s illness, injury, and course and progress of treatment.
(g) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of such breachbreach and not in any way in limitation of any right or remedy otherwise available to the Company, (i) the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance BenefitBenefit or any remaining unpaid amount contemplated by Section 5.3(b)(iii), and (ii5.3(c),5.3(d), 5.3(e) the Executive will no longer be entitled to, and the Company will no longer be obligated to make available to Executive or Executive’s spouse or dependents any group health, life or other similar insurance plans 5.3(f) above or any payment in respect of such plans. required pursuant to Section 5.8 below, or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii).
(h) The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue health coverage; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan or applicable law(if any).
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