By the Company Without Cause or By the Executive for Good Reason. If during the Employment Period the Executive’s employment is terminated by the Company without Cause, other than as a result of the Executive’s death or Disability, or if the Executive terminates the Executive’s employment for Good Reason, then the Company Group shall pay to the Executive: (i) the Accrued Obligations; (ii) any Annual Bonus for the fiscal year of the Company immediately preceding the fiscal year of the Company in which the Date of Termination occurs, earned but not paid as of the Date of Termination, to be paid on the date when bonuses are otherwise paid to Company Group executives, and in all events by March 15 of the calendar year following the year in which the Date of Termination occurs; (iii) a cash severance payment in an amount equal to the product of (x) two (2) multiplied by (y) the sum of (A) the Base Salary and (B) the average Annual Bonus paid to (or earned by, to the extent not yet paid as of the Date of Termination) the 1023088 Executive for the two fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs. The Company shall make such payment in equal installments ratably over twenty-four (24) months following the Date of Termination (the “Severance Period”) in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the date on which the Release (as defined in Section 7(f) below) becomes irrevocable (the “Release Effective Date”); provided, that if the Executive’s death occurs subsequent to the Date of Termination, any unpaid installments shall be paid to the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days following the date of the Executive’s death; (iv) a pro rata portion of the actual Annual Bonus that would have been earned by Executive for the fiscal year in which the Date of Termination occurs (assuming Executive achieved any individual goals for such fiscal year at 100% of target), based on the number of days between and including the first day of the fiscal year of the Company in which the Date of Termination occurs and the Date of Termination, payable on the date when bonuses are otherwise paid to Company executives and in all events by March 15 of the calendar year following the year in which such termination occurs The Company shall make such payment in a lump sum when annual bonuses for the fiscal year in which the Date of Termination occurs are otherwise paid to other similarly situated employees of the Company Group; (v) subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), a cash payment in an amount equal to (A) the total monthly employer contribution rate for Executive’s and any covered dependent’s participation in the medical insurance benefits of the Company (determined based on the rate in effect on the Date of Termination) multiplied by (B) the number of months in the Severance Period. Such amount shall be payable to the Executive in a lump-sum amount in accordance with the Company’s normal payroll cycle and procedures on the first payroll date following the Release Effective Date;
Appears in 1 contract
Samples: Employment Agreement (Academy Sports & Outdoors, Inc.)
By the Company Without Cause or By the Executive for Good Reason. If during the Employment Period (i) The Company may terminate the Executive’s 's employment before the Expiration Date without Cause, and the Executive may terminate Executive's employment before the Expiration Date for Good Reason, upon 30-days written notice to the other party. If the Executive's employment is so terminated by the Company without Cause, other than as a result of the Executive’s death or Disability, or if by the Executive terminates the Executive’s employment for Good Reason, then as the case may be, the Company Group shall pay and provide to the Executive:
Executive (i) any unpaid salary through the Accrued Obligations;
date of termination and any bonus earned in the prior year but not yet paid, as well as reimbursement of any unpaid reimbursable expenses incurred on behalf of the Company, (ii) any Annual the Target Bonus for the fiscal year of the Company immediately preceding the fiscal year of the Company in which the Date of Termination occurs, earned but not paid as of the Date of Termination, to be paid on the date when bonuses are otherwise paid to Company Group executives, and in all events by March 15 of the calendar year following the year in which termination occurs, prorated for the Date portion of Termination occurs;
such year preceding termination (payable no later than the 30th day immediately following termination of employment), (iii) a cash severance payment the Contract Year Bonus for the Contract Year in which termination occurs, prorated for the portion of such year preceding termination (payable no later than the 30th day immediately following termination of employment), (iv) during each month of the Severance Period (as defined below), an amount equal to the product sum of (x) two (2) multiplied by (y) the sum of (A) the Base Salary and (B) the average Annual Bonus paid to (or earned by, to the extent not yet paid as of the Date of Termination) the 1023088 Executive for the two fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs. The Company shall make such payment in equal installments ratably over twenty-four (24) months following the Date of Termination (the “Severance Period”) in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the date on which the Release (as defined in Section 7(f) below) becomes irrevocable (the “Release Effective Date”); provided, that if the Executive’s death occurs subsequent to the Date of Termination, any unpaid installments shall be paid to the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days following the date of the Executive’s death;
(iv) a pro rata portion of the actual Annual Bonus that would have been earned by Executive for the fiscal year in which the Date of Termination occurs (assuming Executive achieved any individual goals for such fiscal year 's monthly salary at 100% of target), based on the number of days between and including the first day of the fiscal year of the Company in which the Date of Termination occurs and the Date of Termination, payable on the date when bonuses are otherwise paid to Company executives and in all events by March 15 of the calendar year following the year in which such termination occurs The Company shall make such payment in a lump sum when annual bonuses for the fiscal year in which the Date of Termination occurs are otherwise paid to other similarly situated employees of the Company Group;
(v) subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), a cash payment in an amount equal to (A) the total monthly employer contribution rate for Executive’s and any covered dependent’s participation in the medical insurance benefits of the Company (determined based on the rate in effect on immediately preceding termination and (y) one-twelfth of the Date Executive's Target Bonus for the calendar year in which termination occurs, and (z) one-twelfth of Terminationthe Contract Year Bonus, (v) multiplied by (B) the number of months in throughout the Severance Period. Such amount shall be payable , continuation of Executive's participation (including the Company's contributions thereto) in all benefit plans and practices in which Executive was participating immediately preceding termination, and (vi) reimbursement to the Executive for up to $10,000 of executive outplacement services. Except as set forth in a lump-sum amount this Subsection 6(c), the Company shall not have any additional obligations to the Executive under this Agreement in accordance with the event of Executive's termination of employment under this Subsection 6(c).
(ii) In addition to the foregoing and notwithstanding any other agreement between the Executive and the Company’s normal payroll cycle , all options to purchase the Company's common stock which were held by the Executive at the time of the termination of the Executive's employment by the Company without Cause or by the Executive for Good Reason (whether or not following a Change of Control), shall become fully exercisable and procedures on shall remain exercisable for the first payroll date same period following termination as would apply if the Release Effective Date;Executive's employment had not terminated.
Appears in 1 contract
By the Company Without Cause or By the Executive for Good Reason. If during the Employment Period The Company may terminate the Executive’s employment is terminated upon thirty (30) days’ written notice by the Company to the Executive of an involuntary termination without Cause, Cause (as defined below) (other than as a result of the Executive’s for death or Disability), or if and the Executive terminates may resign from the Executive’s employment Company for Good Reason (as defined below) upon thirty (30) days’ written notice by the Executive to the Company of resignation for Good Reason, then the Company Group shall pay subject to the ExecutiveCompany’s obligation to pay:
(i) all accrued and unpaid Base Salary and accrued and unused vacation pay, payable within thirty (30) days of the date of termination, and all accrued and vested benefits through the date of termination, payable in accordance with the terms of the applicable benefit plan (the “Accrued Obligations”);
(ii) any Annual Bonus for any prior completed fiscal year (beginning in the fiscal year of the Company immediately preceding the fiscal year of the Company in which the Date of Termination occursstarting on January 1, earned 2021) that has been determined but not paid as of the Date date of Terminationtermination, to be paid on payable within thirty (30) days of the date when bonuses are otherwise paid to Company Group executivesof termination (each, and in all events by March 15 of the calendar year following the year in which the Date of Termination occursa “Prior Year Bonus”);
(iii) a cash severance payment in an amount equal to pro-rata portion (based on days worked through the product date of (xtermination) two (2) multiplied by (y) of the sum of (A) the Base Salary and (B) the average Annual Bonus for the fiscal year of termination that the Executive would have earned for such year had employment continued, based on actual performance results for the full annual performance period, payable at the time that annual bonuses are paid to (or earned by, to the extent not yet paid as of the Date of Termination) the 1023088 Executive for the two fiscal years active executives of the Company immediately preceding (but in no event later than the fiscal year in which time such bonuses are otherwise payable to actively employed senior executives of the Date Company) (the “Pro-Rata Bonus”); and
(iv) continued payment (“Severance Pay”) of Termination occurs. The Company shall make such payment the Executive’s Base Salary, payable in equal installments ratably over twenty-four in accordance with the Company’s payroll practices (24) months following the Date of Termination not less frequently than monthly), for a period (the “Severance Period”) in accordance with of twelve (12) months after the Company’s normal payroll cycle and procedures, with the first installment to be paid date of termination commencing on the first payroll date following the date on which period after the Release (as defined becomes effective in accordance with Section 7(f) 8, below) becomes irrevocable (the “Release Effective Date”); provided, however, that if in the event the Executive enters into a consulting, employment or other service relationship or arrangement with a third party during the Severance Period (such relationship or arrangement, “New Relationship”), the Executive’s death occurs subsequent entitlement to the Date of TerminationSeverance Pay, any unpaid installments shall be paid and the Company’s obligation to pay the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days following Severance Pay, will immediately cease upon the effective date of the Executive’s death;
(iv) a pro rata portion of the actual Annual Bonus that would have been earned by Executive for the fiscal year in which the Date of Termination occurs (assuming Executive achieved any individual goals for such fiscal year at 100% of target), based on the number of days between and including the first day of the fiscal year of the Company in which the Date of Termination occurs and the Date of Termination, payable on the date when bonuses are otherwise paid to Company executives and in all events by March 15 of the calendar year following the year in which such termination occurs The Company shall make such payment in a lump sum when annual bonuses for the fiscal year in which the Date of Termination occurs are otherwise paid to other similarly situated employees of the Company Group;
(v) subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), a cash payment in an amount equal to (A) the total monthly employer contribution rate for Executive’s and any covered dependent’s participation in the medical insurance benefits of the Company (determined based on the rate in effect on the Date of Termination) multiplied by (B) the number of months in the Severance Period. Such amount shall be payable to the Executive in a lump-sum amount in accordance with the Company’s normal payroll cycle and procedures on the first payroll date following the Release Effective Date;New Relationship.
Appears in 1 contract
Samples: Employment Agreement (BurgerFi International, Inc.)
By the Company Without Cause or By the Executive for Good Reason. If during the Employment Period Term the Executive’s employment is terminated by the Company without other than for Cause, other than as a result of the Executive’s death or Disability, Disability or if the Executive terminates the Executive’s his employment for Good Reason, then the then, subject to Section 16:
(i) The Company Group shall pay to the Executive, at the times specified in Section 8(e)(vi) below, the following amounts:
(iA) the Accrued ObligationsObligation;
(iiB) any Annual Bonus for the fiscal year of the Company immediately preceding the fiscal year of the Company in which Executive’s Base Salary through the Date of Termination occursfor periods following his Separation From Service, earned but to the extent not paid theretofore paid;
(C) a lump sum in cash equal to two times the Executive’s Base Salary (at the rate in effect as of the Date of Termination);
(D) a lump sum in cash equal to the undiscounted value of the employer contributions or credits the Company would have made to the GulfMark Offshore, Inc. 401(k) Plan and the GulfMark Offshore, Inc. Deferred Compensation Plan (including but not limited to be paid on the date when bonuses are otherwise paid to Company Group executivesmatching contributions, and in all events not including elective deferrals by March 15 the Executive) on behalf of the calendar Executive had the Executive continued in the employ of the Company for a period of two years after the Employment Termination Date, assuming for this purpose that (i) the Executive’s earned compensation per year following during that two year period of time was the year Executive’s Base Salary in which effect on the Date of Termination occurs;
Termination; (ii) the Executive had, during such two year period, made the maximum elective deferrals permitted under the GulfMark Offshore, Inc. 401(k) Plan, and the contribution, deferral, credit and accrual percentages made under the GulfMark Offshore, Inc. Deferred Compensation Plan, by and on behalf of the Executive during the two year period, were the same percentages in effect on the Date of Termination; and (iii) the amounts of any legal limitations on benefits (such as section 401(a)(17) of the Code) are the same amounts as are in effect under the Code on the Date of Termination.
(E) a lump sum in cash severance payment in an amount equal to the product of (x) two (2) multiplied by the Executive’s Annual Bonus paid for the immediately preceding calendar year and (y) a fraction, the sum numerator of (A) which is the Base Salary and (B) number of days during the average Annual Bonus paid to (or earned by, to the extent not yet paid as of the Date of Termination) the 1023088 Executive for the two fiscal years of the Company immediately preceding the Company’s then current fiscal year in which through the Date of Termination occursand the denominator of which is 365.
(ii) For a period of six (6) months after the date of the Executive’s Separation From Service, the Company shall promptly reimburse the Executive for reasonable outplacement services incurred by him.
(iii) Any and all then outstanding stock options and restricted stock awards previously granted by the Company to the Executive shall become fully exercisable and vested;
(iv) Payments to the Executive of the amounts under clauses (i)(C), (i)(D) and (i)(E) of this Section 8(e) (other than Accrued Obligations) are contingent upon the Executive’s execution and delivery of a release substantially in the form of Exhibit A hereto by the deadline established by the Company. The Executive will not be paid the remuneration described in clauses (i)(C), (i)(D) and (i)(E) of this Section 8(e), and the Executive shall forfeit any right to such remuneration, unless (I) the Executive has executed and delivered the release, and (II) any statutory revocation period for revoking such release shall have expired (in the case of both clause (I) and clause (II)) on or prior to the payment commencement date for such remuneration specified in clause (vi) of this Section 8(e).
(v) The Executive shall not be permitted to specify the taxable year in which any payment described in this Section 8(e) shall be made to him.
(vi) The Company shall pay the Executive the Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements. The Company shall make such payment in equal installments ratably over twenty-four (24) months following pay the Date of Termination (Executive the “Severance Period”) in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the date on which the Release (as defined amounts specified in Section 7(f8(e)(i)(A) below) becomes irrevocable (the “Release Effective Date”); provided, that if the Executive’s death occurs subsequent to the Date of Termination, any unpaid installments shall be paid to the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days after the Date of Termination. The Company shall pay or provide to the Executive the amounts or benefits specified in Sections 8(e)(i)(B), 8(e)(i)(C), 8(e)(i)(D) and 8(e)(i)(E) 30 days following the date of the Executive’s death;
(iv) Separation From Service if he is not a pro rata portion of the actual Annual Bonus that would have been earned by Executive for the fiscal year in which the Date of Termination occurs (assuming Executive achieved any individual goals for such fiscal year at 100% of target), based on the number of days between and including the first day of the fiscal year of the Company in which the Date of Termination occurs and the Date of Termination, payable Specified Employee or on the date when bonuses are otherwise paid to Company executives and in all events by March 15 of the calendar year that is six months following the year in which such termination occurs The Company shall make such payment in date of his Separation From Service if he is a lump sum when annual bonuses for the fiscal year in which the Date of Termination occurs are otherwise paid to other similarly situated employees of the Company Group;
(v) subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), a cash payment in an amount equal to (A) the total monthly employer contribution rate for Executive’s and any covered dependent’s participation in the medical insurance benefits of the Company (determined based on the rate in effect on the Date of Termination) multiplied by (B) the number of months in the Severance Period. Such amount shall be payable to the Executive in a lump-sum amount in accordance with the Company’s normal payroll cycle and procedures on the first payroll date following the Release Effective Date;Specified Employee.
Appears in 1 contract
By the Company Without Cause or By the Executive for Good Reason. If during the Employment Period (i) The Company may terminate the Executive’s 's employment before the Expiration Date without Cause, and the Executive may terminate Executive's employment before the Expiration Date for Good Reason, upon 30-days written notice to the other party. If the Executive's employment is so terminated by the Company without Cause, other than as a result of the Executive’s death or Disability, or if by the Executive terminates the Executive’s employment for Good Reason, then as the case may be, the Company Group shall pay and provide to the Executive:
Executive (i) any unpaid salary through the Accrued Obligations;
date of termination, as well as reimbursement of any unpaid reimbursable expenses incurred on behalf of the Company, (ii) any Annual the Target Bonus for the fiscal year of the Company immediately preceding the fiscal year of the Company in which the Date of Termination occurs, earned but not paid as of the Date of Termination, to be paid on the date when bonuses are otherwise paid to Company Group executives, and in all events by March 15 of the calendar year following the year in which termination occurs, prorated for the Date portion of Termination occurs;
such year preceding termination (payable no later than the 30th day immediately following termination of employment), (iii) a cash severance payment in during each month of the Severance Period (as defined below), an amount equal to the product sum of (x) two (2) multiplied by (y) the sum of (A) the Base Salary and (B) the average Annual Bonus paid to (or earned by, to the extent not yet paid as of the Date of Termination) the 1023088 Executive for the two fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs. The Company shall make such payment in equal installments ratably over twenty-four (24) months following the Date of Termination (the “Severance Period”) in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the date on which the Release (as defined in Section 7(f) below) becomes irrevocable (the “Release Effective Date”); provided, that if the Executive’s death occurs subsequent to the Date of Termination, any unpaid installments shall be paid to the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days following the date of the Executive’s death;
(iv) a pro rata portion of the actual Annual Bonus that would have been earned by Executive for the fiscal year in which the Date of Termination occurs (assuming Executive achieved any individual goals for such fiscal year 's monthly salary at 100% of target), based on the number of days between and including the first day of the fiscal year of the Company in which the Date of Termination occurs and the Date of Termination, payable on the date when bonuses are otherwise paid to Company executives and in all events by March 15 of the calendar year following the year in which such termination occurs The Company shall make such payment in a lump sum when annual bonuses for the fiscal year in which the Date of Termination occurs are otherwise paid to other similarly situated employees of the Company Group;
(v) subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), a cash payment in an amount equal to (A) the total monthly employer contribution rate for Executive’s and any covered dependent’s participation in the medical insurance benefits of the Company (determined based on the rate in effect on immediately preceding termination and (y) one-twelfth of the Date of TerminationExecutive's Target Bonus for the calendar year in which termination occurs, (iv) multiplied by (B) the number of months in throughout the Severance Period. Such amount shall be payable , continuation of Executive's participation (including the Company's contributions thereto) in all benefit plans and practices in which Executive was participating immediately preceding termination, (iv) reimbursement to the Executive in for up to $10,000 of executive outplacement services, and (v) a lump-sum amount in accordance with equal to the Company’s normal payroll cycle 's cost for health insurance, life insurance and procedures on retirement benefits for the first payroll date Severance Period.
(ii) In addition to the foregoing and notwithstanding any other agreement between the Executive and the Company, all Accelerated Options which were held by the Executive at the time of the termination of the Executive's employment by the Company without Cause or by the Executive for Good Reason (whether or not following a Change of Control), shall become fully exercisable and shall remain exercisable for the Release Effective Date;same period following termination as would apply if the Executive's employment had not terminated.
Appears in 1 contract
By the Company Without Cause or By the Executive for Good Reason. If during the Employment Period ‘the Executive’s employment is terminated by the Company without CauseCause (including as a result of the Company’s non-extension of the Employment Period pursuant to Section 1), other than as a result of the Executive’s death or Disability, or if the Executive terminates the Executive’s employment for Good Reason, then the Company Group shall pay to the Executivethen:
(i) Within thirty (30) days after the Date of Termination the Company shall pay, or cause Academy to pay, the Executive the Accrued ObligationsSalary;
(ii) The Company shall pay, or cause Academy to pay, the Executive the Prior Year Bonus, if any Annual Bonus for is due, at the fiscal same time in the year of termination as such payment would be made if the Company immediately preceding the fiscal year of the Company in which the Date of Termination occurs, earned but not paid as of the Date of Termination, Executive continued to be paid on employed by the date when bonuses are otherwise paid to Company Group executives, and in all events by March 15 of the calendar year following the year in which the Date of Termination occursCompany;
(iii) The Company shall pay, or cause Academy to pay, to the Executive a cash severance payment in an amount equal to the product of (x) two (2) multiplied by (y) the sum of (A) the Base Salary and (B) the average Annual Bonus paid to (or earned by, to the extent not yet paid as of the Date of Termination) the 1023088 Executive under the Annual Incentive Plan for the two fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occursoccurs (or (I) if the Date of Termination occurs during the Company’s 2018 fiscal year, then the Annual Bonus paid to (or earned by, to the extent not yet paid as of the Date of Termination) the Executive for the Company’s 2017 fiscal year. or (II) if the Date of Termination occurs during the Company’s 2017 fiscal year, then the Target Bonus Opportunity). The Company shall make such payment in equal installments ratably over twenty-four (24) months following the Date of Termination (the “Severance Period”) in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the date on which the Release (as defined in Section 7(f8(1) below) becomes irrevocable (the “Release Effective Date”); provided, that if the Executive’s death occurs subsequent to the Date of Termination, any unpaid installments shall be paid to the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days following the date of the Executive’s death;
(iv) a pro rata portion The Company shall pay, or cause Academy to pay, to the Executive an amount equal to the product of (x) the actual Annual Bonus that would have been earned by the Executive under the Annual Incentive Plan for the fiscal year of the Company immediately preceding the fiscal year of the Company in which the Date of Termination occurs occurs, multiplied by (assuming Executive achieved any individual goals for such fiscal year at 100% y) a fraction. the numerator of target), based on which is equal to the number of days between and including the first day of the fiscal year of the Company in which the Date of Termination occurs and the Date of Termination, payable on and the date when bonuses are otherwise paid denominator of which is equal to Company executives and 365. Such payment is in all events by March 15 lieu of the calendar year following Annual Bonus that would have otherwise been due to the year Executive under the Annual Incentive Plan for the performance period in which such termination occurs the Date of Termination occurs. The Company shall make such payment in a lump sum when annual bonuses for the fiscal year in which equal installments ratably over twelve (12) months following the Date of Termination in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the Release Effective Date: provided, that if the Executive’s death occurs are otherwise subsequent to the Date of Termination, any unpaid installments shall be paid to other similarly situated employees the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days following the date of the Company GroupExecutive’s death;
(v) subject During the Severance Period the Company shall (or shall cause Academy to) arrange to provide the Executive and the Executive’s timely election of covered dependents medical insurance benefits, contingent on the Executive electing continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), no less favorable than those provided to active senior executives of the Company and their dependents at a cash payment in price equal to the COBRA rate while eligible for COBRA and thereafter at the cost of coverage (which shall be deemed to be the COBRA cost unless otherwise defined by the U.S. Treasury), and the Company shall pay, or cause Academy to pay, to the Executive each month during the Severance Period an amount equal to (A) the total excess, if any, of the monthly employer contribution rate for Executivepremium under the Company’s and any covered dependent’s participation in the benefit plans under which such medical insurance benefits are provided, as in effect from time to time, over the amount of the Company (determined based Executive’s portion of such premiums as if the Executive was an active employee, which payment shall be paid in advance on the rate in effect on first payroll day of each month during the such Severance Period, commencing with the month immediately following the Date of Termination; provided, that the first such payment shall be made on the Release Effective Date. Notwithstanding the foregoing, the payments provided under this clause (v) multiplied by shall cease at such time as the Executive commences to receive such benefits from a subsequent employer of the Executive during the Severance Period (Band the Executive shall have the obligation to notify the Company that the Executive is receiving such benefits from a subsequent employer);
(vi) The Company shall, pay, or cause Academy to pay, the Executive an amount equivalent to the product of (x) the monthly basic life insurance premium applicable to the Executive’s basic life insurance coverage immediately prior to the Date of Termination and (y) the number of full and fractional calendar months in of the Severance Period. Such amount The Company shall be payable to the Executive make such payment in a lump-lump sum amount in accordance with the Company’s normal payroll cycle and procedures cash on the first payroll date following the Release Effective Date;. If applicable, the Executive may, at the Executive’s option, convert the Executive’s basic life insurance coverage to an individual policy after the Date of Termination by completing the forms required by the Company for this purpose, and the Company will reasonably cooperate in order to assist the Executive with such conversion; and
(vii) The Company shall pay, or cause Academy to pay, the Executive the Accrued Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements.
Appears in 1 contract
Samples: Employment Agreement (Academy Sports & Outdoors, Inc.)
By the Company Without Cause or By the Executive for Good Reason. If during the Employment Period (i) The Company may terminate the Executive’s 's employment before the Expiration Date without Cause, and the Executive may terminate Executive's employment before the Expiration Date for Good Reason, upon 30-days written notice to the other party. If the Executive's employment is so terminated by the Company without Cause, other than as a result of the Executive’s death or Disability, or if by the Executive terminates the Executive’s employment for Good Reason, then as the case may be, the Company Group shall pay and provide to the Executive:
Executive (i) any unpaid salary through the Accrued Obligations;
date of termination, as well as reimbursement of any unpaid reimbursable expenses incurred on behalf of the Company, (ii) any Annual the Target Bonus for the fiscal year of the Company immediately preceding the fiscal year of the Company in which the Date of Termination occurs, earned but not paid as of the Date of Termination, to be paid on the date when bonuses are otherwise paid to Company Group executives, and in all events by March 15 of the calendar year following the year in which termination occurs, prorated for the Date portion of Termination occurs;
such year preceding termination (payable no later than the 30th day immediately following termination of employment), (iii) a cash severance payment the Contract Year Bonus for the Contract Year in which termination occurs, prorated for the portion of such year preceding termination (payable no later than the 30th day immediately following termination of employment), (iv) during each month of the Severance Period (as defined below), an amount equal to the product sum of (x) two (2) multiplied by (y) the sum of (A) the Base Salary and (B) the average Annual Bonus paid to (or earned by, to the extent not yet paid as of the Date of Termination) the 1023088 Executive for the two fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs. The Company shall make such payment in equal installments ratably over twenty-four (24) months following the Date of Termination (the “Severance Period”) in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the date on which the Release (as defined in Section 7(f) below) becomes irrevocable (the “Release Effective Date”); provided, that if the Executive’s death occurs subsequent to the Date of Termination, any unpaid installments shall be paid to the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days following the date of the Executive’s death;
(iv) a pro rata portion of the actual Annual Bonus that would have been earned by Executive for the fiscal year in which the Date of Termination occurs (assuming Executive achieved any individual goals for such fiscal year 's monthly salary at 100% of target), based on the number of days between and including the first day of the fiscal year of the Company in which the Date of Termination occurs and the Date of Termination, payable on the date when bonuses are otherwise paid to Company executives and in all events by March 15 of the calendar year following the year in which such termination occurs The Company shall make such payment in a lump sum when annual bonuses for the fiscal year in which the Date of Termination occurs are otherwise paid to other similarly situated employees of the Company Group;
(v) subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), a cash payment in an amount equal to (A) the total monthly employer contribution rate for Executive’s and any covered dependent’s participation in the medical insurance benefits of the Company (determined based on the rate in effect on immediately preceding termination and (y) one-twelfth of the Date Executive's Target Bonus for the calendar year in which termination occurs, and (z) one-twelfth of Terminationthe Contract Year Bonus, (v) multiplied by (B) the number of months in throughout the Severance Period. Such amount shall be payable , continuation of Executive's participation (including the Company's contributions thereto) in all benefit plans and practices in which Executive was participating immediately preceding termination, and (vi) reimbursement to the Executive for up to $10,000 of <PAGE> 6 executive outplacement services. Except as set forth in a lump-sum amount this Subsection 6(c), the Company shall not have any additional obligations to the Executive under this Agreement in accordance with the event of Executive's termination of employment under this Subsection 6(c).
(ii) In addition to the foregoing and notwithstanding any other agreement between the Executive and the Company’s normal payroll cycle , all options to purchase the Company's common stock which were held by the Executive at the time of the termination of the Executive's employment by the Company without Cause or by the Executive for Good Reason (whether or not following a Change of Control), shall become fully exercisable and procedures on shall remain exercisable for the first payroll date same period following termination as would apply if the Release Effective Date;Executive's employment had not terminated.
Appears in 1 contract
By the Company Without Cause or By the Executive for Good Reason. If during the Employment Period Term the Company terminates Executive’s employment is terminated without Cause (which may be done at any time without prior notice) or Executive terminates her employment for Good Reason upon at least fifteen (15) days prior written notice, the Executive shall receive the incremental severance payments set forth in this Section 5.3, as described below (in addition to the payments upon termination specified in Section 5.2) upon execution without revocation of a valid release agreement in a form reasonably acceptable to the Company (but which does not require Executive to release any rights under this section of the Agreement or indemnification rights under section 8 of the Agreement or under the articles of incorporation or by-laws of the Company or any of its subsidiaries) and provided that the Executive honors all applicable provisions of this Agreement following termination and that Executive agrees to provide consulting services to the Company, upon request, of up to ten (10) hours of Executive’s time per month during this eighteen (18) month time period, at no additional payment or remuneration other than the severance amount stated herein:
5.3.1. continued Base Salary for the greater of eighteen (18) months after the date of termination or the remainder of the number of months remaining in the then current contract term payable in a lump sum on the last business day of the month following the Separation from Service;
5.3.2. Bonus payments in an aggregate amount equal to the lesser of the Bonus amount earned by the Company without Cause, other than as a result Executive for the years prior to the calendar year of the Executive’s death termination (without regard to any pro ration) or Disabilitythe Target Bonus, or if the Executive terminates the Executive’s employment for Good Reason, then the Company Group shall pay to the Executive:
(i) the Accrued Obligations;
(ii) any Annual Bonus for the fiscal year of the Company immediately preceding the fiscal year of the Company in which the Date of Termination occurs, earned but not paid as of the Date of Termination, to be paid on the date when bonuses are otherwise paid to Company Group executives, and in all events by March 15 of the calendar year following the year in which the Date of Termination occurs;
(iii) a cash severance payment in an amount equal to the product of (x) two (2) multiplied by (y) the sum of (A) the Base Salary and (B) the average Annual Bonus paid to (or earned by, to the extent not yet paid as of the Date of Termination) the 1023088 Executive for the two fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs. The Company shall make such payment in equal installments ratably over twenty-four (24) months following the Date of Termination (the “Severance Period”) in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the date on which the Release (as defined in Section 7(f) below) becomes irrevocable (the “Release Effective Date”); provided, that if the Executive’s death occurs subsequent to the Date of Termination, any unpaid installments shall be paid to the Executive’s estate or beneficiaries payable in a lump sum payment within thirty (30) days following the date of the Executive’s death;
(iv) a pro rata portion of the actual Annual Bonus that would have been earned by Executive for the fiscal year in which the Date of Termination occurs (assuming Executive achieved any individual goals for such fiscal year at 100% of target), based on the number of days between and including the first last business day of the fiscal month following the Separation from Service, or if such prior year bonus has not been determined at such time on the last business day of the month following such determination in a lump sum.
5.3.3. to the extent Executive elects to continue her group health coverage pursuant to COBRA, the Company shall pay its usual share of her group health insurance premium during the period in which the Date of Termination occurs and the Date of Termination, Base Salary is paid under Section 5.3.1 payable on the date when bonuses are otherwise paid to Company executives and in all events by March 15 of the calendar year following the year in which such termination occurs The Company shall make such payment in a lump sum when annual bonuses for on the fiscal year in which the Date of Termination occurs are otherwise paid to other similarly situated employees last business day of the Company Group;month following the Separation from Service, after which Executive may exercise her rights (at her sole expense) to continuation coverage of group health coverage pursuant to COBRA. Notwithstanding the foregoing, the benefits provided under this Section 5.3.3, shall cease when Executive is covered under another group health plan.
(v) subject 5.3.4. to the Executive’s timely election extent the Company is publicly traded, the Executive may exercise vested options until 90 days after termination and to the extent the Company is not publicly traded at the time of continuation coverage under termination, the Consolidated Omnibus Budget Reconciliation Act Executive shall exercise vested options until 90 days after the Company becomes publicly traded, but in either case, not after the expiration date of 1985, an option as amended (“COBRA”), a cash payment in an amount equal to (A) the total monthly employer contribution rate for Executive’s and any covered dependent’s participation set forth in the medical insurance benefits of the Company (determined based on the rate in effect on the Date of Termination) multiplied by (B) the number of months in the Severance Periodaward agreement, and
5.3.5. Such amount shall be payable expenses reimbursable under Section 4.5 and Temporary Living Expenses under Section 4.7 incurred but not yet reimbursed to the Executive in a lump-sum amount in accordance with to the Company’s normal payroll cycle and procedures on the first payroll date following the Release Effective Date;of termination.
Appears in 1 contract
Samples: Employment Agreement (Talecris Biotherapeutics Holdings Corp.)
By the Company Without Cause or By the Executive for Good Reason. If during the Employment Period the Executive’s employment is terminated by the Company without Cause, other than as a result of the Executive’s death or Disability, or if the Executive terminates the Executive’s employment for Good Reason, then the Company Group shall pay to the Executivethen:
(i) Within thirty (30) days after the Date of Termination the Company shall pay, or cause Academy to pay, the Executive the Accrued ObligationsSalary;
(ii) The Company shall pay, or cause Academy to pay, the Executive the Prior Year Bonus, if any Annual Bonus for is due, at the fiscal same time in the year of termination as such payment would be made if the Company immediately preceding the fiscal year of the Company in which the Date of Termination occurs, earned but not paid as of the Date of Termination, Executive continued to be paid on employed by the date when bonuses are otherwise paid to Company Group executives, and in all events by March 15 of the calendar year following the year in which the Date of Termination occursCompany;
(iii) The Company shall pay, or cause Academy to pay, to the Executive a cash severance payment in an amount equal to the product of (x) two (2) multiplied by (y) the sum of (A) the Base Salary and (B) the average Annual Bonus paid to (or earned by, to the extent not yet paid as of the Date of Termination) the 1023088 Executive under the Annual Incentive Plan for the two fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs. The Company shall make such payment in equal installments ratably over twenty-four (24) months following the Date of Termination (the “Severance Period”) in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the date on which the Release (as defined in Section 7(f8(f) below) becomes irrevocable (the “Release Effective Date”); provided, that if the Executive’s death occurs subsequent to the Date of Termination, any unpaid installments shall be paid to the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days following the date of the Executive’s death;
(iv) a pro rata portion The Company shall pay, or cause Academy to pay, to the Executive an amount equal to the product of (x) the actual Annual Bonus that would have been earned by the Executive under the Annual Incentive Plan for the fiscal year of the Company immediately preceding the fiscal year of the Company in which the Date of Termination occurs occurs, multiplied by (assuming Executive achieved any individual goals for such fiscal year at 100% y) a fraction, the numerator of target), based on which is equal to the number of days between and including the first day of the fiscal year of the Company in which the Date of Termination occurs and the Date of Termination, payable on and the date when bonuses are otherwise paid denominator of which is equal to Company executives and 365. Such payment is in all events by March 15 lieu of the calendar year following Annual Bonus that would have otherwise been due to the year Executive under the Annual Incentive Plan for the performance period in which such termination occurs the Date of Termination occurs. The Company shall make such payment in a lump sum when annual bonuses for the fiscal year in which equal installments ratably over twelve (12) months following the Date of Termination in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the Release Effective Date; provided, that if the Executive’s death occurs are otherwise subsequent to the Date of Termination, any unpaid installments shall be paid to other similarly situated employees the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days following the date of the Company GroupExecutive’s death;
(v) subject During the Severance Period, the Company shall (or shall cause Academy to) arrange to provide the Executive and the Executive’s timely election of covered dependents medical insurance benefits, contingent on the Executive electing continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), no less favorable than those provided to active senior executives of the Company and their dependents at a cash payment in price equal to the COBRA rate while eligible for COBRA and thereafter at the cost of coverage (which shall be deemed to be the COBRA cost unless otherwise defined by the U.S. Treasury), and the Company shall pay, or cause Academy to pay, to the Executive each month during the Severance Period an amount equal to (A) the total excess, if any, of the monthly employer contribution rate for Executivepremium under the Company’s and any covered dependent’s participation in the benefit plans under which such medical insurance benefits are provided, as in effect from time to time, over the amount of the Company (determined based Executive’s portion of such premiums as if the Executive was an active employee, which payment shall be paid in advance on the rate in effect on first payroll day of each month during the such Severance Period, commencing with the month immediately following the Date of Termination; provided, that the first such payment shall be made on the Release Effective Date. Notwithstanding the foregoing, the payments provided under this clause (v) multiplied by shall cease at such time as the Executive becomes eligible to receive such benefits from a subsequent employer of the Executive during the Severance Period (Band the Executive shall have the obligation to notify the Company that the Executive is eligible to receive such benefits from a subsequent employer);
(vi) The Company shall, pay, or cause Academy to pay, the Executive an amount equivalent to the product of (x) the monthly basic life insurance premium applicable to the Executive’s basic life insurance coverage immediately prior to the Date of Termination and (y) the number of full and fractional calendar months in of the Severance Period. Such amount The Company shall be payable to the Executive make such payment in a lump-lump sum amount in accordance with the Company’s normal payroll cycle and procedures cash on the first payroll date following the Release Effective Date;. If applicable, the Executive may, at the Executive’s option, convert the Executive’s basic life insurance coverage to an individual policy after the Date of Termination by completing the forms required by the Company for this purpose, and the Company will reasonably cooperate in order to assist the Executive with such conversion; and
(vii) The Company shall pay, or cause Academy to pay, the Executive the Accrued Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements.
Appears in 1 contract
Samples: Executive Employment Agreement (Academy Sports & Outdoors, Inc.)
By the Company Without Cause or By the Executive for Good Reason. If during the Employment Period the Executive’s employment is terminated by the Company without Cause, other than as a result of the Executive’s death or Disability, or if the Executive terminates the Executive’s employment for Good Reason, then then:
(i) Within thirty (30) days after the Date of Termination the Company Group shall pay the Executive the Accrued Salary (or such earlier date as may be required by applicable law);
(ii) The Company Group shall pay the Executive the Prior Year Bonus, if any is due, at the same time in the year of termination as such payment would be made if the Executive continued to be employed by the Company;
(iii) The Company Group shall pay to the Executive:
(i) the Accrued Obligations;
(ii) any Annual Bonus for the fiscal year of the Company immediately preceding the fiscal year of the Company in which the Date of Termination occurs, earned but not paid as of the Date of Termination, to be paid on the date when bonuses are otherwise paid to Company Group executives, and in all events by March 15 of the calendar year following the year in which the Date of Termination occurs;
(iii) Executive a cash severance payment in an amount equal to the product of (x) two (2) multiplied by (y) the sum of (A) the Base Salary and (B) the average Annual Bonus paid to (or earned by, to the extent not yet paid as of the Date of Termination) the 1023088 Executive under the Annual Incentive Plan for the two fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs. The Company shall make such payment in equal installments ratably over twenty-four (24) months following the Date of Termination (the “Severance Period”) in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the date on which the Release (as defined in Section 7(f) below) becomes irrevocable (the “Release Effective Date”); provided, that if the Executive’s death occurs subsequent to the Date of Termination, any unpaid installments shall be paid to the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days following the date of the Executive’s death;
(iv) a pro rata portion The Company Group shall pay to the Executive an amount equal to the product of (x) the actual Annual Bonus that would have been earned by the Executive under the Annual Incentive Plan for the fiscal year of the Company immediately preceding the fiscal year of the Company in which the Date of Termination occurs occurs, multiplied by (assuming Executive achieved any individual goals for such fiscal year at 100% y) a fraction, the numerator of target), based on which is equal to the number of days between and including the first day of the fiscal year of the Company in which the Date of Termination occurs and the Date of Termination, payable on and the date when bonuses are otherwise paid denominator of which is equal to Company executives and the number of days in all events by March 15 the fiscal year during which the Date of Termination occurs. Such payment is in lieu of the calendar year following Annual Bonus that Executive would have otherwise been eligible to earn under the year Annual Incentive Plan for the performance period in which such termination occurs the Date of Termination occurs. The Company shall make such payment in a lump sum when annual bonuses for the fiscal year in which the Date of Termination occurs are otherwise paid to other similarly situated employees of the Company Group; provided, that if the Executive’s death occurs subsequent to the Date of Termination, any unpaid amount shall be paid to the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days following the date of the Executive’s death;
(v) subject Subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company Group shall pay to the Executive a cash payment in an amount equal to (A) the total amount of the monthly employer contribution rate COBRA insurance premium for Executive’s and any covered dependent’s participation in the medical insurance benefits of the Company (determined based on the rate in effect on the Date of Termination) multiplied by (B) the number of months in the Severance Period. Such amount shall be payable to the Executive in a lump-sum amount in accordance with the Company’s normal payroll cycle and procedures on the first payroll date following the Release Effective Date;
(vi) The Company Group shall pay the Executive an amount equivalent to the product of (x) the monthly basic life insurance premium applicable to the Executive’s basic life insurance coverage immediately prior to the Date of Termination and (y) the number of full and fractional calendar months of the Severance Period. The Company shall make such payment in a lump sum in cash on the first payroll date following the Release Effective Date. If applicable, the Executive may, at the Executive’s option, convert the Executive’s basic life insurance coverage to an individual policy after the Date of Termination by completing the forms required by the Company for this purpose, and the Company will reasonably cooperate in order to assist the Executive with such conversion; and
(vii) The Company Group shall pay the Executive the Accrued Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements.
Appears in 1 contract
Samples: Employment Agreement (Academy Sports & Outdoors, Inc.)
By the Company Without Cause or By the Executive for Good Reason. If during the Employment Period the Executive’s employment is terminated by the Company without CauseCause (including as a result of the Company’s non-extension of the Employment Period pursuant to Section 1), other than as a result of the Executive’s death or Disability, or if the Executive terminates the Executive’s employment for Good Reason, then the Company Group shall pay to the Executivethen:
(iv) the Accrued Obligations;
Within thirty (ii30) any Annual Bonus for the fiscal year of the Company immediately preceding the fiscal year of the Company in which days after the Date of Termination occursthe Company shall pay, earned but not paid as of or cause Academy to pay, the Date of Termination, to be paid on Executive the date when bonuses are otherwise paid to Company Group executives, and in all events by March 15 of the calendar year following the year in which the Date of Termination occursAccrued Salary;
(iiivi) The Company shall pay, or cause Academy to pay, the Executive the Prior Year Bonus, if any is due, at the same time in the year of termination as such payment would be made if the Executive continued to be employed by the Company;
(vii) The Company shall pay, or cause Academy to pay, to the Executive a cash severance payment in an amount equal to the product of (x) two (2) 1.5 multiplied by (y) the sum of (A) the Base Salary and (B) the average Annual Bonus paid to (or earned by, to the extent not yet paid as of the Date of Termination) the 1023088 Executive under the Annual Incentive Plan for the two fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occursoccurs (or (I) if the Date of Termination occurs during the Company’s 2018 fiscal year, then the Annual Bonus paid to (or earned by, to the extent not yet paid as of the Date of Termination) the Executive for the Company’s 2017 fiscal year, or (II) if the Date of Termination occurs during the Company’s 2017 fiscal year, then the Target Bonus Opportunity). The Company shall make such payment in equal installments ratably over twenty-four eighteen (2418) months following the Date of Termination (the “Severance Period”) in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the date on which the Release (as defined in Section 7(f8(f) below) becomes irrevocable (the “Release Effective Date”); provided, that if the Executive’s death occurs subsequent to the Date of Termination, any unpaid installments shall be paid to the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days following the date of the Executive’s death;
(ivviii) a pro rata portion The Company shall pay, or cause Academy to pay, to the Executive an amount equal to the product of (x) the actual Annual Bonus that would have been earned by the Executive under the Annual Incentive Plan for the fiscal year of the Company immediately preceding the fiscal year of the Company in which the Date of Termination occurs occurs, multiplied by (assuming Executive achieved any individual goals for such fiscal year at 100% y) a fraction, the numerator of target), based on which is equal to the number of days between and including the first day of the fiscal year of the Company in which the Date of Termination occurs and the Date of Termination, payable on and the date when bonuses are otherwise paid denominator of which is equal to Company executives and 365. Such payment is in all events by March 15 lieu of the calendar year following Annual Bonus that would have otherwise been due to the year Executive under the Annual Incentive Plan for the performance period in which such termination occurs the Date of Termination occurs. The Company shall make such payment in a lump sum when annual bonuses for the fiscal year in which equal installments ratably over twelve (12) months following the Date of Termination in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the Release Effective Date; provided, that if the Executive’s death occurs are otherwise subsequent to the Date of Termination, any unpaid installments shall be paid to other similarly situated employees of the Company Group;
(v) subject to the Executive’s timely election estate or beneficiaries in a lump sum payment within thirty (30) days following the date of the Executive’s death;
(ix) During the Severance Period the Company shall (or shall cause Academy to) arrange to provide the Executive and the Executive’s covered dependents medical insurance benefits, contingent on the Executive electing continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), no less favorable than those provided to active senior executives of the Company and their dependents at a cash payment in price equal to the COBRA rate while eligible for COBRA and thereafter at the cost of coverage (which shall be deemed to be the COBRA cost unless otherwise defined by the U.S. Treasury), and the Company shall pay, or cause Academy to pay, to the Executive each month during the Severance Period an amount equal to (A) the total excess, if any, of the monthly employer contribution rate for Executivepremium under the Company’s and any covered dependent’s participation in the benefit plans under which such medical insurance benefits are provided, as in effect from time to time, over the amount of the Company (determined based Executive’s portion of such premiums as if the Executive was an active employee, which payment shall be paid in advance on the rate in effect on first payroll day of each month during the such Severance Period, commencing with the month immediately following the Date of Termination; provided, that the first such payment shall be made on the Release Effective Date. Notwithstanding the foregoing, the payments provided under this clause (v) multiplied by shall cease at such time as the Executive commences to receive such benefits from a subsequent employer of the Executive during the Severance Period (Band the Executive shall have the obligation to notify the Company that the Executive is receiving such benefits from a subsequent employer);
(x) The Company shall, pay, or cause Academy to pay, the Executive an amount equivalent to the product of (x) the monthly basic life insurance premium applicable to the Executive’s basic life insurance coverage immediately prior to the Date of Termination and (y) the number of full and fractional calendar months in of the Severance Period. Such amount The Company shall be payable to the Executive make such payment in a lump-lump sum amount in accordance with the Company’s normal payroll cycle and procedures cash on the first payroll date following the Release Effective Date;. If applicable, the Executive may, at the Executive’s option, convert the Executive’s basic life insurance coverage to an individual policy after the Date of Termination by completing the forms required by the Company for this purpose, and the Company will reasonably cooperate in order to assist the Executive with such conversion; and
(xi) The Company shall pay, or cause Academy to pay, the Executive the Accrued Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements.
Appears in 1 contract
Samples: Employment Agreement (Academy Sports & Outdoors, Inc.)
By the Company Without Cause or By the Executive for Good Reason. If during the Employment Period the Executive’s employment is terminated by the Company without Cause, other than as a result of the Executive’s death or Disability, or if the Executive terminates the Executive’s employment for Good Reason, then then:
(i) Within thirty (30) days after the Date of Termination the Company Group shall pay the Executive the Accrued Salary (or such earlier date as may be required by applicable law);
(ii) The Company Group shall pay the Executive the Prior Year Bonus, if any is due, at the same time in the year of termination as such payment would be made if the Executive continued to be employed by the Company;
(iii) The Company Group shall pay to the Executive:
(i) the Accrued Obligations;
(ii) any Annual Bonus for the fiscal year of the Company immediately preceding the fiscal year of the Company in which the Date of Termination occurs, earned but not paid as of the Date of Termination, to be paid on the date when bonuses are otherwise paid to Company Group executives, and in all events by March 15 of the calendar year following the year in which the Date of Termination occurs;
(iii) Executive a cash severance payment in an amount equal to the product of (x) two (2) multiplied by (y) the sum of (A) the Base Salary and (B) the average Annual Bonus paid to (or earned by, to the extent not yet paid as of the Date of Termination) the 1023088 Executive under the Annual Incentive Plan for the two fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs. The Company shall make such payment in equal installments ratably over twenty-four (24) months following the Date of Termination (the “Severance Period”) in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the date on which the Release (as defined in Section 7(f) below) becomes irrevocable (the “Release Effective Date”); provided, that if the Executive’s death occurs subsequent to the Date of Termination, any unpaid installments shall be paid to the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days following the date of the Executive’s death;
(iv) a pro rata portion The Company Group shall pay to the Executive an amount equal to the product of (x) the actual Annual Bonus that would have been earned by the Executive under the Annual Incentive Plan for the fiscal year of the Company immediately preceding the fiscal year of the Company in which the Date of Termination occurs occurs, multiplied by (assuming Executive achieved any individual goals for such fiscal year at 100% y) a fraction, the numerator of target), based on which is equal to the number of days between and including the first day of the fiscal year of the Company in which the Date of Termination occurs and the Date of Termination, payable on and the date when bonuses are otherwise paid denominator of which is equal to Company executives and the number of days in all events by March 15 the fiscal year during which the Date of Termination occurs Such payment is in lieu of the calendar year following Annual Bonus that Executive would have otherwise been eligible to earn under the year Annual Incentive Plan for the performance period in which such termination occurs the Date of Termination occurs. The Company shall make such payment in a lump sum when annual bonuses for the fiscal year in which the Date of Termination occurs are otherwise paid to other similarly situated employees of the Company Group; provided, that if the Executive’s death occurs subsequent to the Date of Termination, any unpaid amount shall be paid to the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days following the date of the Executive’s death;
(v) subject Subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company Group shall pay to the Executive a cash payment in an amount equal to (A) the total amount of the monthly employer contribution rate COBRA insurance premium for Executive’s and any covered dependent’s participation in the medical insurance benefits of the Company (determined based on the rate in effect on the Date of Termination) multiplied by (B) the number of months in the Severance Period. Such amount shall be payable to the Executive in a lump-sum amount in accordance with the Company’s normal payroll cycle and procedures on the first payroll date following the Release Effective Date;
(vi) The Company Group shall pay the Executive an amount equivalent to the product of (x) the monthly basic life insurance premium applicable to the Executive’s basic life insurance coverage immediately prior to the Date of Termination and (y) the number of full and fractional calendar months of the Severance Period. The Company shall make such payment in a lump sum in cash on the first payroll date following the Release Effective Date. If applicable, the Executive may, at the Executive’s option, convert the Executive’s basic life insurance coverage to an individual policy after the Date of Termination by completing the forms required by the Company for this purpose, and the Company will reasonably cooperate in order to assist the Executive with such conversion; and
(vii) The Company Group shall pay the Executive the Accrued Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements.
Appears in 1 contract
Samples: Employment Agreement (Academy Sports & Outdoors, Inc.)
By the Company Without Cause or By the Executive for Good Reason. If Subject to the Executive’s compliance with Section 7 hereof and subject to the execution by the Executive, without revocation, of a general release in the form attached hereto as Exhibit A or in other form satisfactory to the Company (the “Release”), if during the Employment Period Term the Executive’s employment is terminated by the Company terminates without Cause, other than as a result of the Executive’s death Cause or Disability, or if the Executive terminates the Executive’s his employment for Good Reason, then the Company Group Executive shall pay receive the severance payments set forth in this Section 5.2 at such times and subject to the Executive:provisions of paragraphs (I) and (II) below (which shall be in lieu of any payments or benefits to which the Executive may be entitled under any Company severance plan (the “Severance Plan”)):
(ia) any unpaid Base Salary through the Accrued Obligationsdate of termination;
(iib) a pro rata bonus for the year of termination, calculated as the product of (x) “Severance Bonus Amount” (as defined below) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the date of termination and the denominator of which is 365, payable at the time that bonuses are paid after the Executive’s termination date to similarly situated employees;
(c) any Annual Bonus accrued but unused vacation pay;
(d) an amount equal to two (2) times Base Salary;
(e) continued receipt of welfare benefits for 24 months after the fiscal year Executive’s date of termination; provided, however, if the Executive becomes reemployed with another employer and is eligible to receive welfare benefits under another employer-provided plan, the welfare benefits described in this clause 5.2(e) shall be secondary to those provided under such other plan;
(f) outplacement services substantially similar to those provided pursuant to the terms of the Company immediately preceding Severance Plan; and
(g) accrued benefits pursuant to the fiscal year terms and conditions of the Company’s benefit plans and programs.
(I) Upon a termination without Cause or for Good Reason, the payment set forth in Section 5.2(a) shall be paid within 10 business days after the date of termination (unless an earlier date is prescribed by law).
(II) Upon a termination without Cause or for Good Reason, the payments set forth in Sections 5.2(b)-(d) shall be made in a lump sum only after the Executive has executed and delivered to the Company the Release within the period stated below and after any applicable revocation period in which the Date Release has expired. Within forty-five (45) days after the date of Termination occurstermination (the “Delivery Deadline”), earned but not paid the Executive shall deliver to the Company either an executed Release or a notice stating that the Executive has a good faith, bona fide dispute regarding his employment or the termination of his employment with the Company (“Dispute Notice”). If the Executive delivers an executed Release by the Delivery Deadline, the Company shall make the payments set forth in Sections 5.2(c)-(d) on the first business day that is sixty (60) days after the date of termination (provided that, as permitted by Section 409A of the Date Internal Revenue Code of Termination1986, as amended (the “Code”), the Company may, in its sole discretion, make such payments on any date that is no more than thirty (30) days prior to be paid on such date), and the date when Company shall make the payment set forth in Section 5.2(b) at the time that bonuses are otherwise paid to Company Group executives, and in all events by similarly situated employees (on or before March 15 of the calendar year following the year in which the Date of Termination occurs;
(iii) relevant services required for payment have been performed). If the Executive delivers a cash severance payment in an amount equal to Dispute Notice by the product of (x) two (2) multiplied Delivery Deadline, the Company shall, as permitted by (y) the sum of (A) the Base Salary and (B) the average Annual Bonus paid to (or earned by, to the extent not yet paid as Section 409A of the Date of TerminationCode, make the payments set forth in Sections 5.2(b)-(d) the 1023088 Executive for the two fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs. The Company shall make such payment in equal installments ratably over twenty-four (24) months following the Date of Termination (the “Severance Period”) in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the date on which the Release (as defined in Section 7(f) below) becomes irrevocable (the “Release Effective Date”); provided, that if the Executive’s death occurs subsequent to the Date of Termination, any unpaid installments shall be paid to the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days following after the date that the dispute is resolved, an executed Release is delivered and the Release becomes effective and irrevocable in accordance with its terms (the “Resolution Date”), but in no event later than the end of the Executive’s death;
(iv) a pro rata portion of the actual Annual Bonus that would have been earned by Executive for the fiscal calendar year in which the Resolution Date of Termination occurs (assuming Executive achieved any individual goals for such fiscal year at 100% of targetexcept with respect to Section 5.2(b), based on not sooner than the number of days between time that bonuses are paid to similarly situated employees). If the Executive fails to deliver either an executed Release or a Dispute Notice by the Delivery Deadline, the Executive will be deemed to have waived the payments set forth in Sections 5.2(b)-(d) and including the first day of the fiscal year of the Company in which the Date of Termination occurs and the Date of Termination, payable on the date when bonuses are otherwise paid will have no further obligation to Company executives and in all events by March 15 of the calendar year following the year in which such termination occurs make those payments. The Company shall make such payment in a lump sum when annual bonuses for have no obligation to provide the fiscal year in which the Date of Termination occurs are otherwise paid to other similarly situated employees of the Company Group;
(v) subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), a cash payment in an amount equal to (A) the total monthly employer contribution rate for Executive’s payments and any covered dependent’s participation benefits set forth above in the medical insurance benefits event that Executive breaches the provisions of the Company (determined based on the rate in effect on the Date of Termination) multiplied by (B) the number of months in the Severance Period. Such amount shall be payable to the Executive in a lump-sum amount in accordance with the Company’s normal payroll cycle and procedures on the first payroll date following the Release Effective Date;Section 7.
Appears in 1 contract
Samples: Employment Agreement (NewPage CORP)
By the Company Without Cause or By the Executive for Good Reason. If during the Employment Period Term the Executive’s employment is terminated by the Company without other than for Cause, other than as a result of the Executive’s death or Disability, Disability or if the Executive terminates the Executive’s his employment for Good Reason, then the then:
(i) The Company Group shall pay to the Executive, at the times specified in Section 8(e)(vii) below, the following amounts:
(iA) the Accrued ObligationsObligation;
(iiB) any Annual Bonus for the fiscal year of the Company immediately preceding the fiscal year of the Company in which Executive’s Base Salary through the Date of Termination occursfor periods following his Separation From Service, earned but to the extent not paid theretofore paid;
(C) a lump sum in cash equal to two times the Executive’s Base Salary (at the rate in effect as of the Date of Termination, to be paid on the date when bonuses are otherwise paid to Company Group executives, and in all events by March 15 of the calendar year following the year in which the Date of Termination occurs);
(iiiD) a lump sum in cash severance payment in an amount equal to the product of (x) two (2) multiplied by the monthly basic life insurance premium applicable to the Executive’s basic life insurance coverage immediately prior to the Date of Termination and (y) the sum number of full months and fractional months (Aif any) remaining in the Base Salary and (B) the average Annual Bonus paid Term. The Executive may, at his option, convert his basic life insurance coverage to (or earned by, to the extent not yet paid as of an individual policy after the Date of TerminationTermination by completing the forms required by the Company for this purpose;
(E) a lump sum in cash equal to the employer contributions the Company would have credited to the Executive’s Xxxxx Xxxxxx Incorporated Supplemental Retirement Plan (the “Supplemental Retirement Plan”) account had he continued to remain employed by the Company for the remainder of the Term, assuming for this purpose that (1) the 1023088 Executive’s earned compensation for a year is the sum of the average of the Executive’s three highest Annual Bonus Amounts received by the Executive for with respect to the two five fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs. The Company shall make such payment in equal installments ratably over twenty-four (24) months following occurs the Date of Termination (the “Severance PeriodHighest Bonus Amount”) and the amount of Executive’s annualized Base Salary for the calendar year in accordance with which the Date of Termination occurs, and (2) the applicable legal limitations and the contribution, deferral, credit and accrual percentages under the Supplemental Retirement Plan by and on behalf of the Executive under the Supplemental Retirement Plan for the remainder of the Term, are the same percentages and limitations in effect immediately prior to the Date of Termination; and
(F) a lump sum in cash equal to the product of (x) the Executive’s Highest Bonus Amount and (y) a fraction, the numerator of which is the number of days during the Company’s normal payroll cycle then current fiscal year through the Date of Termination and procedures, with the first installment denominator of which is 365. Such payment is in lieu of the bonus that would have otherwise been due to be paid on the first payroll date following Executive under the date on Annual Incentive Plan and any other bonus programs for the performance period in which the Release Date of Termination occurs.
(as defined ii) Subject to clause (iv), for the remainder of the Term the Company shall arrange to provide the Executive and his dependents medical insurance benefits substantially similar to those provided to the Executive and his dependents immediately prior to the Date of Termination (at no greater cost to the Executive than such cost to the Executive in Section 7(f) below) becomes irrevocable (the “Release Effective Date”); provided, that if the Executive’s death occurs subsequent effect immediately prior to the Date of Termination, or, if greater, the cost to similarly situated active employees of the Company under the applicable group health plan of the Company). Except for any unpaid installments shall be paid reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 8(e)(ii), or in-kind benefits provided, during the Executive’s estate taxable year shall not affect the expenses eligible for reimbursement, or beneficiaries in-kind benefits to be provided, in any other taxable year of the Executive. The Executive’s right to reimbursement or in-kind benefits pursuant to this Section 8(e)(ii) shall not be subject to liquidation or exchange for another benefit. To the extent that the payments or reimbursements made pursuant to this Section 8(e)(ii) are taxable to the Executive and are not otherwise exempt from Section 409A, if the Executive is a lump sum payment within thirty (30Specified Employee, any amounts to which the Executive would otherwise be entitled under this Section 8(e)(ii) days during the first six months following the date of the Executive’s death;Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service.
(iii) For the remainder of the Term the Company shall continue to provide the Executive perquisites, other than executive life insurance, in the manner specified in Section 4(e). However, to the extent that the payments made pursuant to this Section 8(e)(iii) are taxable to the Executive and are not otherwise exempt from Section 409A, if the Executive is a Specified Employee, any amounts to which the Executive would otherwise be entitled under this Section 8(e)(iii) during the first six months following the date of the Executive’s Separation From Service shall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service.
(iv) a pro rata portion of the actual Annual Bonus that would have been earned by Executive for the fiscal year in which the Date of Termination occurs (assuming Executive achieved any individual goals for such fiscal year at 100% of target), based on the number of days between and including the first day of the fiscal year of the Company in which the Date of Termination occurs and the Date of Termination, payable on the date when bonuses are otherwise paid to Company executives and in all events by March 15 of the calendar year following the year in which such termination occurs The Company shall make such payment in a lump sum when annual bonuses for the fiscal year in which the Date of Termination occurs are otherwise paid to other similarly situated employees of the Company Group;
(v) subject Subject to the Executive’s timely election of group health plan coverage continuation coverage rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended amended, the benefits and perquisites listed in clauses (“COBRA”ii) and (iii) of this Section 8(e) shall be reduced to the extent benefits and perquisites of the same type are received by or made available to the Executive during such period, and provided, further, that the Executive shall have the obligation to notify the Company that he is entitled to or receiving such benefits and perquisites. The Company agrees that, if the Executive’s employment with the Company terminates for any reason during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to this Section 8. Further, except with respect to the benefits provided pursuant to clause (ii) and (iii) above, the amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, or by offset against any amount claimed to be owed by the Executive to the Company.
(v) Payments to the Executive under this Section 8 (other than Accrued Obligations) are contingent upon the Executive’s execution of a release substantially in the form of Exhibit A hereto.
(vi) The Executive shall not be permitted to specify the taxable year in which a payment described in this Section 8(e) shall be made to him.
(vii) The Company shall pay the Executive the Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements. The Company shall pay the Executive the amounts specified in Section 8(e)(i)(A) within thirty (30) days after the Date of Termination. The Company shall pay or provide to the Executive the amounts or benefits specified in Sections 8(e)(i)(B), 8(e)(i)(C), 8(e)(i)(D), 8(e)(i)(E) and 8(e)(i)(F) 30 days following the date of the Executive’s Separation From Service if he is not a cash payment in Specified Employee or on the date that is six months following the date of his Separation From Service if he is a Specified Employee. Further, if the Executive is a Specified Employee at the time of his Separation From Service, the Company shall pay to the Executive, on the date that is six months following the Executive’s Separation From Service, an additional interest amount equal to (Athe amount of interest that would be earned on the amounts specified in Sections 8(e)(i)(B), 8(e)(i)(C), 8(e)(i)(D), 8(e)(i)(E) and 8(e)(i)(F) and, to the total monthly employer contribution rate extent subject to a mandatory six-month delay in payment, the amounts specified in Sections 8(e)(ii) and 8(e)(iii), for the period commencing on the date of the Executive’s and any covered dependent’s participation in Separation From Service until the medical insurance benefits date of payment of such amounts, calculated using an interest rate equal to the Company (determined based on the rate six month London Interbank Offered Rate in effect on the Date date of Termination) multiplied by (B) the number of months in the Severance Period. Such amount shall be payable to the Executive in a lump-sum amount in accordance with the CompanyExecutive’s normal payroll cycle and procedures on the first payroll date following the Release Effective Date;Separation From Service plus two percentage points.
Appears in 1 contract
By the Company Without Cause or By the Executive for Good Reason. If If, following the date the Condition is achieved, but during the Employment Period Term, the Executive’s employment is terminated by the Company without other than for Cause, other than as a result of the Executive’s death or Disability, Disability or if the Executive terminates the Executive’s his employment for Good Reason, then then, the Company Group Executive shall pay to receive the Executivefollowing benefits and compensation from the Company:
(i) the Accrued Obligations;
(ii) any Annual Bonus for the fiscal year of the Company immediately preceding the fiscal year of the Company in which the Date of Termination occurs, earned but not paid as of the Date of Termination, to be paid on the date when bonuses are otherwise paid to Company Group executives, and in all events by March 15 of the calendar year following the year in which the Date of Termination occurs;
(iii) a cash severance payment in an amount equal to the product of (x) two (2) multiplied by (y) the sum of (A) the Base Salary and (B) the average Annual Bonus paid to (or earned by, to the extent not yet paid as of the Date of Termination) the 1023088 Executive for the two fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs. The Company shall make such payment in equal installments ratably over twenty-four (24) months following pay the Date of Termination (Executive the “Severance Period”) in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the date on which the Release (as defined in Section 7(f) below) becomes irrevocable (the “Release Effective Date”); provided, that if the Executive’s death occurs subsequent to the Date of Termination, any unpaid installments shall be paid to the Executive’s estate or beneficiaries in a lump sum payment Accrued Obligation within thirty (30) 30 days following the date of the Executive’s deathDate of Termination;
(ii) the Company shall pay Executive a lump-sum payment consisting of (1) Two times Executive’s Base Salary, payable on the 60th day following Executive’s Date of Termination and (2) the Incentive Bonus, based on actual performance through the Measurement Date and multiplied by a fraction, the numerator of which is the number of days Executive was employed by the Company between the Effective Date and the Executive’s Date of Termination and the denominator of which is the number of days in the Service Period, with such amount paid at the time the Incentive Bonus would have been paid if Executive’s employment with the Company had not terminated;
(iii) the Company will cause all unexercisable Options to become exercisable and remain exercisable until the sooner of (1) the expiration of the term of the Options or (2) two years following the Date of Termination;
(iv) a pro rata portion the Company shall pay Executive the Benefit Obligation at the times specified in and in accordance with the terms of the actual Annual Bonus that would have been earned by Executive for applicable employee benefit plans and compensation arrangements; and
(v) during the fiscal year in which the Date of Termination occurs (assuming Executive achieved any individual goals for such fiscal year at 100% of target), based on the number of days between and including the first day of the fiscal year of the Company in which the Date of Termination occurs and the eighteen-month period following Executive’s Date of Termination, payable on the date when bonuses are otherwise paid Company shall allow Executive and his eligible dependents to continue to be covered by all medical, vision and dental benefit plans maintained by the Company executives and in all events by March 15 under which Executive was covered immediately prior to Executive’s Date of Termination at the calendar year following same active employee premium cost as a similarly situated active employee. Notwithstanding the foregoing, neither Executive, nor his estate, shall be permitted to specify the taxable year in which such termination occurs a payment described in this Section 6.1(e) shall be paid. The Company shall make such payment in a lump sum when annual bonuses not have breached this Agreement if it terminates this Agreement for the fiscal year in which the Date of Termination occurs are otherwise paid to other similarly situated employees of the Company Group;
(v) subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985any reason, as amended (“COBRA”), a cash payment in an amount equal to (A) the total monthly employer contribution rate for Executive’s and any covered dependent’s participation in the medical insurance benefits of the Company (determined based on the rate in effect on the Date of Termination) multiplied by (B) the number of months in the Severance Period. Such amount shall be payable to the Executive in a lump-sum amount in accordance with the Company’s normal payroll cycle and procedures on the first payroll date following the Release Effective Date;or no reason.
Appears in 1 contract
By the Company Without Cause or By the Executive for Good Reason. If during the Employment Period the Executive’s employment is terminated by the Company without Cause, other than as a result of the Executive’s death or Disability, or if the Executive terminates the Executive’s employment for Good Reason, then the Company Group shall pay to the Executive:
(i) the Accrued Obligations;
(ii) any Annual Bonus for the fiscal year of the Company immediately preceding the fiscal year of the Company in which the Date of Termination occurs, earned but not paid as of the Date of Termination, to be paid on the date when bonuses are otherwise paid to Company Group executives, and in all events by March 15 of the calendar year following the year in which the Date of Termination occurs;
(iii) a cash severance payment in an amount equal to the product of (x) two (2) multiplied by (y) the sum of (A) the Base Salary and (B) the average Annual Bonus paid to (or earned by, to the extent not yet paid as of the Date of Termination) the 1023088 Executive for the two fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs. The Company shall make such payment in equal installments ratably over twenty-four (24) months following the Date of Termination (the “Severance Period”) in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date 1022765 following the date on which the Release (as defined in Section 7(f) below) becomes irrevocable (the “Release Effective Date”); provided, that if the Executive’s death occurs subsequent to the Date of Termination, any unpaid installments shall be paid to the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days following the date of the Executive’s death;
(iv) a pro rata portion of the actual Annual Bonus that would have been earned by Executive for the fiscal year in which the Date of Termination occurs (assuming Executive achieved any individual goals for such fiscal year at 100% of target), based on the number of days between and including the first day of the fiscal year of the Company in which the Date of Termination occurs and the Date of Termination, payable on the date when bonuses are otherwise paid to Company executives and in all events by March 15 of the calendar year following the year in which such termination occurs The Company shall make such payment in a lump sum when annual bonuses for the fiscal year in which the Date of Termination occurs are otherwise paid to other similarly situated employees of the Company Group;
(v) subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), a cash payment in an amount equal to (A) the total monthly employer contribution rate for Executive’s and any covered dependent’s participation in the medical insurance benefits of the Company (determined based on the rate in effect on the Date of Termination) multiplied by (B) the number of months in the Severance Period. Such amount shall be payable to the Executive in a lump-sum amount in accordance with the Company’s normal payroll cycle and procedures on the first payroll date following the Release Effective Date;
Appears in 1 contract
Samples: Employment Agreement (Academy Sports & Outdoors, Inc.)
By the Company Without Cause or By the Executive for Good Reason. If during the Employment Period the Executive’s employment is terminated by the Company without CauseCause (including as a result of the Company’s non-extension of the Employment Period pursuant to Section 1), other than as a result of the Executive’s death or Disability, or if the Executive terminates the Executive’s employment for Good Reason, then the Company Group shall pay to the Executivethen:
(i) Within thirty (30) days after the Date of Termination the Company shall pay, or cause Academy to pay, the Executive the Accrued ObligationsSalary;
(ii) The Company shall pay, or cause Academy to pay, the Executive the Prior Year Bonus, if any Annual Bonus for is due, at the fiscal same time in the year of termination as such payment would be made if the Company immediately preceding the fiscal year of the Company in which the Date of Termination occurs, earned but not paid as of the Date of Termination, Executive continued to be paid on employed by the date when bonuses are otherwise paid to Company Group executives, and in all events by March 15 of the calendar year following the year in which the Date of Termination occursCompany;
(iii) The Company shall pay, or cause Academy to pay, to the Executive a cash severance payment in an amount equal to the product of (x) two (2) multiplied by (y) the sum of (A) the Base Salary and (B) the average Annual Bonus paid to (or earned by, to the extent not yet paid as of the Date of Termination) the 1023088 Executive under the Annual Incentive Plan for the two fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occursoccurs (or (I) if the Date of Termination occurs during the Company’s 2018 fiscal year, then the Annual Bonus paid to (or earned by, to the extent not yet paid as of the Date of Termination) the Executive for the Company’s 2017 fiscal year, or (II) if the Date of Termination occurs during the Company’s 2017 fiscal year, then the Target Bonus Opportunity). The Company shall make such payment in equal installments ratably over twenty-four (24) months following the Date of Termination (the “Severance Period”) in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the date on which the Release (as defined in Section 7(f8(f) below) becomes irrevocable (the “Release Effective Date”); provided, that if the Executive’s death occurs subsequent to the Date of Termination, any unpaid installments shall be paid to the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days following the date of the Executive’s death;
(iv) a pro rata portion The Company shall pay, or cause Academy to pay, to the Executive an amount equal to the product of (x) the actual Annual Bonus that would have been earned by the Executive under the Annual Incentive Plan for the fiscal year of the Company immediately preceding the fiscal year of the Company in which the Date of Termination occurs occurs, multiplied by (assuming Executive achieved any individual goals for such fiscal year at 100% y) a fraction, the numerator of target), based on which is equal to the number of days between and including the first day of the fiscal year of the Company in which the Date of Termination occurs and the Date of Termination, payable on and the date when bonuses are otherwise paid denominator of which is equal to Company executives and 365. Such payment is in all events by March 15 lieu of the calendar year following Annual Bonus that would have otherwise been due to the year Executive under the Annual Incentive Plan for the performance period in which such termination occurs the Date of Termination occurs. The Company shall make such payment in a lump sum when annual bonuses for the fiscal year in which equal installments ratably over twelve (12) months following the Date of Termination in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the Release Effective Date; provided, that if the Executive’s death occurs are otherwise subsequent to the Date of Termination, any unpaid installments shall be paid to other similarly situated employees the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days following the date of the Company GroupExecutive’s death;
(v) subject During the Severance Period the Company shall (or shall cause Academy to) arrange to provide the Executive and the Executive’s timely election of covered dependents medical insurance benefits, contingent on the Executive electing continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), no less favorable than those provided to active senior executives of the Company and their dependents at a cash payment in price equal to the COBRA rate while eligible for COBRA and thereafter at the cost of coverage (which shall be deemed to be the COBRA cost unless otherwise defined by the U.S. Treasury), and the Company shall pay, or cause Academy to pay, to the Executive each month during the Severance Period an amount equal to (A) the total excess, if any, of the monthly employer contribution rate for Executivepremium under the Company’s and any covered dependent’s participation in the benefit plans under which such medical insurance benefits are provided, as in effect from time to time, over the amount of the Company (determined based Executive’s portion of such premiums as if the Executive was an active employee, which payment shall be paid in advance on the rate in effect on first payroll day of each month during the such Severance Period, commencing with the month immediately following the Date of Termination; provided, that the first such payment shall be made on the Release Effective Date. Notwithstanding the foregoing, the payments provided under this clause (v) multiplied by shall cease at such time as the Executive commences to receive such benefits from a subsequent employer of the Executive during the Severance Period (Band the Executive shall have the obligation to notify the Company that the Executive is receiving such benefits from a subsequent employer);
(vi) The Company shall, pay, or cause Academy to pay, the Executive an amount equivalent to the product of (x) the monthly basic life insurance premium applicable to the Executive’s basic life insurance coverage immediately prior to the Date of Termination and (y) the number of full and fractional calendar months in of the Severance Period. Such amount The Company shall be payable to the Executive make such payment in a lump-lump sum amount in accordance with the Company’s normal payroll cycle and procedures cash on the first payroll date following the Release Effective Date;. If applicable, the Executive may, at the Executive’s option, convert the Executive’s basic life insurance coverage to an individual policy after the Date of Termination by completing the forms required by the Company for this purpose, and the Company will reasonably cooperate in order to assist the Executive with such conversion; and
(vii) The Company shall pay, or cause Academy to pay, the Executive the Accrued Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements.
Appears in 1 contract
Samples: Employment Agreement (Academy Sports & Outdoors, Inc.)
By the Company Without Cause or By the Executive for Good Reason. If during the Employment Period Term, (i) the Company terminates the Executive’s 's employment is terminated by the Company without Cause, other than as a result of the Executive’s death Cause (which may be done at any time without prior notice) or Disability, or if (ii) the Executive terminates the Executive’s his employment for Good Reason, then the Company Group shall pay Executive will be entitled to the Accrued Benefits and, subject to the Executive:
's execution without revocation of a valid release agreement, substantially in the form attached hereto as Exhibit A which will not require the release of any claims for indemnification for claims filed by third parties as a result of actions taken in good faith by Executive within the scope of his employment, within forty-five (i) the Accrued Obligations;
(ii) any Annual Bonus for the fiscal year of the Company immediately preceding the fiscal year of the Company in which the Date of Termination occurs, earned but not paid as of the Date of Termination, to be paid on the date when bonuses are otherwise paid to Company Group executives, and in all events by March 15 of the calendar year following the year in which the Date of Termination occurs;
(iii) a cash severance payment in an amount equal to the product of (x) two (2) multiplied by (y) the sum of (A) the Base Salary and (B) the average Annual Bonus paid to (or earned by, to the extent not yet paid as of the Date of Termination) the 1023088 Executive for the two fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs. The Company shall make such payment in equal installments ratably over twenty-four (24) months following the Date of Termination (the “Severance Period”) in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the date on which the Release (as defined in Section 7(f) below) becomes irrevocable (the “Release Effective Date”); provided, that if the Executive’s death occurs subsequent to the Date of Termination, any unpaid installments shall be paid to the Executive’s estate or beneficiaries in a lump sum payment within thirty (3045) days following the date of termination of the Executive’s death;'s employment, the Executive shall receive the severance payments and benefits set forth in paragraphs (a), (b), (c) and (d) of this Section 5.3.
(iva) Base Salary for a pro rata portion period of 2 years following the date of termination of the actual Annual Bonus that would have been earned by Executive for the fiscal Executive's employment. One year in which the Date of Termination occurs (assuming Executive achieved any individual goals for such fiscal year at 100% of target), based on the number of days between and including the first day of the fiscal year base salary shall be paid in a lump sum within forty-five (45) days following the date of termination of Executive's employment. The remaining Base Salary shall be payable in accordance with the customary payroll practices of the Company in which the Date of Termination occurs and the Date of Termination, payable on the date when bonuses are otherwise paid to Company executives and in all events by March 15 of the calendar year following the date of termination of the Executive's employment;
(b) an amount equal to the Executive's Bonus at Target for a period of 2 years. One year in which such termination occurs The Company of the bonus shall make such payment be paid in a lump sum when annual bonuses for within forty-five (45) days following the fiscal date of termination of Executive's employment. The second year shall be payable in which a lump sum on the Date of Termination occurs are otherwise paid to other similarly situated employees first anniversary of the Company Group;date of termination of the Executive's employment; and,
(vc) subject to reimbursement on a monthly basis, beginning on the Executive’s timely election 60th day following the termination Date, of the cost of continuation coverage under of group health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 19851986, as amended (“COBRA”"COBRA "), for a cash payment in an amount equal maximum of eighteen (\ 8) months following the Termination Date to (A) the total monthly extent the Executive elects such continuation coverage and is eligible and subject to the terms of the plan and applicable law; provided that if the Executive becomes eligible to receive coverage from a new employer contribution rate for Executive’s and any covered dependent’s participation he shall cease to be entitled to such reimbursement. Notwithstanding the foregoing, the Company shall have no obligation to provide the severance payments or benefits set forth above in the medical insurance benefits event that the Executive breaches any of the Company (determined based on the rate in effect on the Date provisions of Termination) multiplied by (B) the number of months in the Severance Period. Such amount shall be payable to the Executive in a lump-sum amount in accordance with the Company’s normal payroll cycle and procedures on the first payroll date following the Release Effective Date;Section 6.
Appears in 1 contract
By the Company Without Cause or By the Executive for Good Reason. If during the Employment Period Company terminates the Executive’s employment is terminated by the Company without Cause, other than as a result of the Executive’s death or Disability, Cause or if the Executive terminates the Executive’s his employment for Good Reason, then the Executive shall be entitled to receive only the following, subject to execution without revocation of a valid general release of all claims against the Company Group shall pay to and its Affiliates, substantially in the Executive:
(i) the Accrued Obligations;
(ii) any Annual Bonus for the fiscal year of the Company immediately preceding the fiscal year of the Company in which the Date of Termination occursform attached hereto as Exhibit A, earned but not paid as of the Date of Termination, to be paid on the date when bonuses are otherwise paid to Company Group executives, and in all events by March 15 of the calendar year following the year in which the Date of Termination occurs;
(iii) a cash severance payment in an amount equal to the product of (x) two (2) multiplied by (y) the sum of (A) the Base Salary and (B) the average Annual Bonus paid to (or earned by, to the extent not yet paid as of the Date of Termination) the 1023088 Executive for the two fiscal years of the Company immediately preceding the fiscal year in which the Date of Termination occurs. The Company shall make such payment in equal installments ratably over twenty-four (24) months following the Date of Termination (the “Severance Period”) in accordance with the Company’s normal payroll cycle and procedures, with the first installment to be paid on the first payroll date following the date on which the Release (as defined in Section 7(f) below) becomes irrevocable (the “Release Effective Date”); provided, that if the Executive’s death occurs subsequent to the Date of Termination, any unpaid installments shall be paid to the Executive’s estate or beneficiaries in a lump sum payment within thirty (30) days following the date of such termination:
(a) the Accrued Benefits, payable as soon as reasonably practicable (but in any event within fifteen (15) days) after timely execution and delivery by the Executive to the Company of the release;
(b) the Executive’s deathaccrued but unpaid vacation, if any, to the date of termination, payable as soon as reasonably practicable (but in any event within fifteen (15) days) after timely execution and delivery by the Executive to the Company of the release;
(ivc) a pro rata portion Base Salary for twelve (12) months, payable in equal installments in accordance with the Company’s customary payroll practices, with such twelve (12) month period to commence: (i) on the business day following the date of termination, if the Executive executes and delivers the release to the Company upon termination; or (ii) if the Executive does not execute and deliver the release to the Company upon termination, as soon as reasonably practicable (but in any event within fifteen (15) days) after timely execution and delivery by the Executive to the Company of the actual Annual release, each of which shall be treated as a separate payment for purposes of Section 409A of the Internal Revenue Code (“Section 409A”);
(d) an amount equal to the product of: (i) the Bonus amount (if any) that the Executive would have been earned by Executive for received with respect to the fiscal year in which the Date Executive’s employment terminates, had the Executive remained employed until the Company pays bonuses to its other executives; and (ii) a fraction, the numerator of Termination occurs (assuming Executive achieved any individual goals for such fiscal year at 100% of target), based on which is the number of days between and including the first day of the fiscal year of the Company in which the Date of Termination occurs and the Date of Termination, payable on the date when bonuses are otherwise paid to Company executives and in all events by March 15 of the calendar year following the year in which such termination occurs The Company shall make such payment in a lump sum when annual bonuses for Executive was employed during the fiscal year in which the Date Executive’s employment terminates and the denominator of Termination occurs are otherwise paid to other similarly situated employees of which is three hundred sixty five (365), payable as soon as reasonably practicable (but in any event within fifteen (15) days) after the date on which the Company Group;
(v) subject pays bonuses to its other executives with respect to the fiscal year in which the Executive’s employment terminates (but in no event later than the date that is two and one-half (2½) months after the end of such fiscal year); provided, however, that no Bonus amount will be payable under this Section 6.2(d) unless the Executive has timely election executed and delivered the release to the Company prior to the time of payment; and
(e) continued coverage under the Company’s medical and dental plans for twelve (12) months after the date of termination; provided, that the Company may provide such coverage through reimbursement of the cost of continuation coverage under of group health coverage, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 19851986, as amended (“COBRA”), a cash payment in an amount equal to (A) the total monthly employer contribution rate for Executive’s extent the Executive is eligible and any covered dependent’s participation in subject to the medical insurance benefits terms of the Company (determined based on plan and the rate in effect on the Date of Termination) multiplied by (B) the number of months in the Severance Period. Such amount shall be payable to the Executive in a lump-sum amount in accordance with law, and no other severance or other benefits from the Company’s normal payroll cycle and procedures on the first payroll date following the Release Effective Date;.
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