By the Company Without Cause or By the Executive for Good Reason. If, following the date the Condition is achieved, but during the Term, the Executive’s employment is terminated by the Company other than for Cause, death or Disability or if the Executive terminates his employment for Good Reason, then, the Executive shall receive the following benefits and compensation from the Company: (i) the Company shall pay the Executive the Accrued Obligation within 30 days following the date of the Executive’s Date 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) the Company shall pay Executive the Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements; and (v) during the eighteen-month period following Executive’s Date of Termination, the 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 under which Executive was covered immediately prior to Executive’s Date of Termination at the 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 a payment described in this Section 6.1(e) shall be paid. The Company shall not have breached this Agreement if it terminates this Agreement for any reason, or no reason.
Appears in 1 contract
By the Company Without Cause or By the Executive for Good Reason. If, following the date the Condition is achieved, but during the Term, (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 other than for without Cause, death or Disability or if by the Executive terminates his employment for Good Reason, thenas the case may be, the Executive shall receive the following benefits and compensation from the Company:
(i) the Company shall pay and provide to the Executive the Accrued Obligation within 30 days following (i) any unpaid salary through the date of termination, as well as reimbursement of any unpaid reimbursable expenses incurred on behalf of the Company, (ii) the Target Bonus for the calendar 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), (iii) during each month of the Severance Period (as defined below), an amount equal to the sum of (x) Executive's monthly salary at the rate in effect immediately preceding termination and (y) one-twelfth of the Executive’s Date 's Target Bonus for the calendar year in which termination occurs, (iv) throughout the Severance Period, continuation of Termination;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 for up to $10,000 of executive outplacement services, and (v) a lump-sum equal to the Company's cost for health insurance, life insurance and retirement benefits for the Severance Period.
(ii) In addition to the Company shall pay foregoing and notwithstanding any other agreement between the Executive a lump-sum payment consisting and the Company, all Accelerated Options which were held by the Executive at the time of (1) Two times the termination of the 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 's employment by the Company between without Cause or by the Effective Date Executive for Good Reason (whether or not following a Change of Control), shall become fully exercisable and shall remain exercisable for the same period following termination as would apply if 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 '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) the Company shall pay Executive the Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements; and
(v) during the eighteen-month period following Executive’s Date of Termination, the 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 under which Executive was covered immediately prior to Executive’s Date of Termination at the 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 a payment described in this Section 6.1(e) shall be paid. The Company shall not have breached this Agreement if it terminates this Agreement for any reason, or no reason.
Appears in 1 contract
By the Company Without Cause or By the Executive for Good Reason. If, following the date the Condition is achieved, but If during the Term, Term the Executive’s employment is terminated by the Company other than for Cause, death or Disability or if the Executive terminates his employment for Good Reason, then, the Executive shall receive the following benefits and compensation from the Companysubject to Section 16:
(i) the The Company shall pay to the Executive Executive, at the times specified in Section 8(e)(vi) below, the following amounts:
(A) the Accrued Obligation within 30 days following the date of Obligation;
(B) the Executive’s Base Salary through the Date of Termination for periods following his Separation From Service, to the extent not 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 matching contributions, and not including elective deferrals by the Executive) on behalf of the 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 during that two year period of time was the Executive’s Base Salary in effect on the Date of Termination; (ii) the Company shall pay 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-lump sum payment consisting in cash equal to the product of (1x) Two times the Executive’s Base Salary, payable on Annual Bonus paid for the 60th day following Executive’s Date of Termination immediately preceding calendar year and (2y) 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 during the Company between Company’s then current fiscal year through the Effective Date and the Executive’s Date of Termination and the denominator of which is 365.
(ii) For a period of six (6) months after the number date 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 Separation From Service, the Company had not terminated;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 will cause all unexercisable Options to the Executive shall become fully 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 Terminationvested;
(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; and
(v) during the eighteen-month period following Executive’s Date of Termination, the 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 under which Executive was covered immediately prior to Executive’s Date of Termination at the 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 a payment described in this Section 6.1(e) shall be paid. 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) and 8(e)(i)(E) 30 days following the date of the Executive’s Separation From Service if he is not have breached this Agreement a Specified Employee or on the date that is six months following the date of his Separation From Service if it terminates this Agreement for any reason, or no reasonhe is a Specified Employee.
Appears in 1 contract
By the Company Without Cause or By the Executive for Good Reason. If, following the date the Condition is achieved, but If during the Term, Employment Period the Executive’s employment is terminated by the Company without Cause, other than for Cause, as a result of the Executive’s death or Disability Disability, or if the Executive terminates his the Executive’s employment for Good Reason, then, the Executive shall receive the following benefits and compensation from the Company:
(i) Within thirty (30) days after the Date of Termination the Company Group shall pay the Executive the Accrued Obligation 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 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 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 30 thirty (30) days following the date of the Executive’s Date of Terminationdeath;
(iiiv) The Company Group shall pay to the Executive an amount equal to the product of (x) the Annual Bonus earned by the Executive under the Annual Incentive Plan for the fiscal year of the Company shall pay Executive a lump-sum payment consisting immediately preceding the fiscal year of (1) Two times Executive’s Base Salary, payable on the 60th day following Executive’s Company in which the Date of Termination and (2) the Incentive Bonusoccurs, based on actual performance through the Measurement Date and multiplied by (y) a fraction, the numerator of which is equal to the number of days Executive was employed by between and including the first day of the fiscal year of the Company between in which the Effective Date and the Executive’s Date of Termination occurs and the Date of Termination, and the denominator of which is equal to the number of days in the Service Period, with such amount paid at fiscal year during which the time Date of Termination occurs. Such payment is in lieu of the Incentive Annual Bonus that Executive would have otherwise been eligible to earn under the Annual Incentive Plan for the performance period in which 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 employment with the Company had not terminated;
(iii) the Company will cause all unexercisable Options death occurs subsequent 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, 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;
(ivv) 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 COBRA insurance premium for 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 Benefit Accrued Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements; and
(v) during the eighteen-month period following Executive’s Date of Termination, the 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 under which Executive was covered immediately prior to Executive’s Date of Termination at the 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 a payment described in this Section 6.1(e) shall be paid. The Company shall not have breached this Agreement if it terminates this Agreement for any reason, or no reason.
Appears in 1 contract
Samples: Employment Agreement (Academy Sports & Outdoors, Inc.)
By the Company Without Cause or By the Executive for Good Reason. If, following the date the Condition is achieved, but If during the Term, Term the Executive’s employment is terminated by the Company other than for Cause, death or Disability or if the Executive terminates his employment for Good Reason, then, the Executive shall receive the following benefits and compensation from the Company:
(i) the The Company shall pay to the Executive Executive, at the times specified in Section 8(e)(vii) below, the following amounts:
(A) the Accrued Obligation within 30 days following the date of Obligation;
(B) the Executive’s Base Salary through the Date of Termination for periods following his Separation From Service, to the extent not 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);
(iiD) a lump sum in cash equal to the product of (x) the Company shall pay Executive a lump-sum payment consisting of (1) Two times monthly basic life insurance premium applicable to the Executive’s Base Salary, payable on basic life insurance coverage immediately prior to the 60th day following Executive’s Date of Termination and (y) the number of full months and fractional months (if any) remaining in the Term. The Executive may, at his option, convert his basic life insurance coverage to an individual policy after the Date of Termination 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 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 with respect to the five fiscal years of the Company immediately preceding the fiscal year in which occurs the Date of Termination (the “Highest Bonus Amount”) and the amount of Executive’s annualized Base Salary for the calendar year in which the Date of Termination occurs, and (2) the Incentive Bonusapplicable legal limitations and the contribution, based deferral, credit and accrual percentages under the Supplemental Retirement Plan by and on actual performance through behalf of the Measurement 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 multiplied by (y) a fraction, the numerator of which is the number of days Executive was employed by during the Company between Company’s then current fiscal year through the Effective Date and the Executive’s Date of Termination and the denominator of which is 365. Such payment is in lieu of the number bonus that would have otherwise been due to the Executive under the Annual Incentive Plan and any other bonus programs for the performance period in which the Date of days Termination occurs.
(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 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 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 taxable year shall not affect the expenses eligible for reimbursement, or 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 Specified Employee, any amounts to which the Executive would otherwise be entitled under this Section 8(e)(ii) 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.
(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 Periodshall be accumulated and paid to the Executive on the date that is six months following the date of his Separation From Service.
(iv) Subject to the Executive’s group health plan coverage continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, with as amended, the benefits and perquisites listed in clauses (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 amount paid at period, and provided, further, that the time Executive shall have the Incentive Bonus would have been paid 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 had terminates for any reason during the Term, the Executive is not terminated;
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 Company will cause all unexercisable Options 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 become exercisable and remain exercisable until be owed by the sooner of (1) Executive to the expiration of the term of the Options or (2) two years following the Date of Termination;Company.
(ivv) 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; and
. The Company shall pay the Executive the amounts specified in Section 8(e)(i)(A) within thirty (v30) during days after the eighteen-month period following Executive’s 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 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 allow Executive and his eligible dependents pay to continue to be covered by all medicalthe Executive, vision and dental benefit plans maintained by on the Company under which Executive was covered immediately prior to date that is six months following the Executive’s Date Separation From Service, an additional interest amount equal to the amount of Termination at interest that would be earned on the same active employee premium cost as 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 extent subject to a similarly situated active employee. Notwithstanding mandatory six-month delay in payment, the foregoingamounts specified in Sections 8(e)(ii) and 8(e)(iii), neither for the period commencing on the date of the Executive’s Separation From Service until the date of payment of such amounts, nor his estate, shall be permitted calculated using an interest rate equal to specify the taxable year six month London Interbank Offered Rate in which a payment described in this Section 6.1(e) shall be paid. The Company shall not have breached this Agreement if it terminates this Agreement for any reason, or no reasoneffect on the date of the Executive’s Separation From Service plus two percentage points.
Appears in 1 contract
By the Company Without Cause or By the Executive for Good Reason. If, following the date the Condition is achieved, but If during the Term, Employment Period the Executive’s employment is terminated by the Company without Cause, other than for Cause, as a result of the Executive’s death or Disability Disability, or if the Executive terminates his the Executive’s employment for Good Reason, then, the Executive shall receive the following benefits and compensation from the Company:
(i) Within thirty (30) days after the Date of Termination the Company Group shall pay the Executive the Accrued Obligation 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 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 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 30 thirty (30) days following the date of the Executive’s Date of Terminationdeath;
(iiiv) The Company Group shall pay to the Executive an amount equal to the product of (x) the Annual Bonus earned by the Executive under the Annual Incentive Plan for the fiscal year of the Company shall pay Executive a lump-sum payment consisting immediately preceding the fiscal year of (1) Two times Executive’s Base Salary, payable on the 60th day following Executive’s Company in which the Date of Termination and (2) the Incentive Bonusoccurs, based on actual performance through the Measurement Date and multiplied by (y) a fraction, the numerator of which is equal to the number of days Executive was employed by between and including the first day of the fiscal year of the Company between in which the Effective Date and the Executive’s Date of Termination occurs and the Date of Termination, and the denominator of which is equal to the number of days in the Service Period, with such amount paid at fiscal year during which the time Date of Termination occurs Such payment is in lieu of the Incentive Annual Bonus that Executive would have otherwise been eligible to earn under the Annual Incentive Plan for the performance period in which 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 employment with the Company had not terminated;
(iii) the Company will cause all unexercisable Options death occurs subsequent 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, 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;
(ivv) 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 COBRA insurance premium for 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 Benefit Accrued Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements; and
(v) during the eighteen-month period following Executive’s Date of Termination, the 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 under which Executive was covered immediately prior to Executive’s Date of Termination at the 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 a payment described in this Section 6.1(e) shall be paid. The Company shall not have breached this Agreement if it terminates this Agreement for any reason, or no reason.
Appears in 1 contract
Samples: Employment Agreement (Academy Sports & Outdoors, Inc.)
By the Company Without Cause or By the Executive for Good Reason. If, following the date the Condition is achieved, but If during the Term, Term the Company terminates Executive’s employment is terminated by the Company other than for Cause, death without Cause (which may be done at any time without prior notice) or Disability or if the Executive terminates his employment for Good Reason, thenReason 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 5.3 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 benefits termination and compensation from 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 (i18) 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 Executive for the years prior to the calendar year of the Executive’s termination (without regard to any pro ration) or the Target Bonus, payable in a lump sum on the last business day of the 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 his group health coverage pursuant to COBRA, the Company shall pay its usual share of his group health insurance premium for the Executive period in which Base Salary is paid under Section 5.3.1 payable in a lump sum on the Accrued Obligation within 30 days last business day of the month following the date of the Executive’s Date of Termination;
(ii) the Company shall pay Executive a lump-sum payment consisting of (1) Two times Executive’s Base SalarySeparation from Service, 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) the Company shall pay Executive the Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements; and
(v) during the eighteen-month period following Executive’s Date of Termination, the 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 under after which Executive was covered immediately prior may exercise his rights (at his sole expense) to Executive’s Date continuation coverage of Termination at the same active employee premium cost as a similarly situated active employeegroup health coverage pursuant to COBRA. Notwithstanding the foregoing, neither Executive, nor his estatethe benefits provided under this Section 5.3.3, shall cease when Executive is covered under another group health plan.
5.3.4. in the event of termination following a Change in Control, occurs on or before the end of the First Renewal Term, Executive shall be permitted entitled to: (a) protection on the actual losses he reasonably incurs on the sale of his primary residence located in the Raleigh area in an amount up to specify $200,000 (the calculation of such loss to include the difference between the Executive’s cost of purchase including any renovation expenses which are completed within 18 months of relocation and which are included in the taxable year basis of the property and the sale proceeds net of selling expenses and mortgage interest following the termination event) and (b) a relocation allowance of $50,000 provided he is relocating his primary residence at least 100 miles from the then current residence in which a payment described Raleigh and the relocation occurs within six months of the termination event.
5.3.5. the exercising of vested stock options as set forth in this Section 6.1(e) shall be paid. The Company shall not have breached this Agreement if it terminates this Agreement for any reason, or no reason4.1 of Executive’s Stock Option Award Agreement.
Appears in 1 contract
Samples: Employment Agreement (Talecris Biotherapeutics Holdings Corp.)
By the Company Without Cause or By the Executive for Good Reason. If, following the date the Condition is achieved, but during the Term, 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 (as defined below) (other than for Cause, death or Disability or if Disability), and the Executive terminates his employment may resign from the 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 Executive shall receive the following benefits and compensation from subject to the Company’s obligation to pay:
(i) the Company shall pay the Executive the Accrued Obligation all accrued and unpaid Base Salary and accrued and unused vacation pay, payable within 30 thirty (30) days following of the date of termination, and all accrued and vested benefits through the Executive’s Date date of Termination;
(ii) the Company shall pay Executive a lump-sum payment consisting of (1) Two times Executive’s Base Salarytermination, 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) the Company shall pay Executive the Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangementsplan (the “Accrued Obligations”);
(ii) any Annual Bonus for any prior completed fiscal year (beginning in the fiscal year starting on January 1, 2021) that has been determined but not paid as of the date of termination, payable within thirty (30) days of the date of termination (each, a “Prior Year Bonus”);
(iii) a pro-rata portion (based on days worked through the date of termination) of the 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 active executives of the Company (but in no event later than the time such bonuses are otherwise payable to actively employed senior executives of the Company) (the “Pro-Rata Bonus”); and
(viv) continued payment (“Severance Pay”) of the Executive’s Base Salary, payable in equal installments in accordance with the Company’s payroll practices (not less frequently than monthly), for a period (the “Severance Period”) of twelve (12) months after the date of termination commencing on the first payroll period after the Release becomes effective in accordance with Section 8, below; provided, however, that in the event the Executive enters into a consulting, employment or other service relationship or arrangement with a third party during the eighteen-month period following Severance Period (such relationship or arrangement, “New Relationship”), the Executive’s Date entitlement to the Severance Pay, and the Company’s obligation to pay the Severance Pay, will immediately cease upon the effective date of Termination, the 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 under which Executive was covered immediately prior to Executive’s Date of Termination at the 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 a payment described in this Section 6.1(e) shall be paid. The Company shall not have breached this Agreement if it terminates this Agreement for any reason, or no reasonNew Relationship.
Appears in 1 contract
Samples: Employment Agreement (BurgerFi International, Inc.)
By the Company Without Cause or By the Executive for Good Reason. If, following the date the Condition is achieved, but during the Term, If the Executive’s 's employment is terminated by the Company other than for Cause, death Cause or Disability or if the Executive terminates his employment by theExecutive for Good Reason, then, the Executive shall receive the following benefits and compensation from the Company:
(i) then the Company shall pay the Executive his Base Salary through the Accrued Obligation within 30 days following the date of the Executive’s Date 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) at 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 rate in the Service Period, with such amount paid effect 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 Notice of Termination is given and any bonus payable hereunder in respect of a period which ended prior 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) . In addition, in lieu of any further Base Salary or bonus payments to the Company shall pay Executive for periods subsequent to the Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements; and
(v) during the eighteen-month period following Executive’s Date of Termination, the Company shall allow pay as liquidated damages to the Executive and his eligible dependents an amount equal to continue to be covered by all medical, vision and dental benefit plans maintained by the Company under which Executive was covered immediately prior to Executive’s product of (i) the number of years (including fractions thereof) remaining in the term of this Agreement as of the Date of Termination at and (ii) the same active employee premium cost sum of Executive's Base Salary and target bonus in effect as of the Date of Termination, such amount to be paid in a similarly situated active employeecash lump sum within 30 days following the Date of Termination, and all stock options granted to the Executive shall, to the extent vested, remain outstanding for 2 years from the Termination Date or for the remaining terms of such instruments if they expire earlier. Notwithstanding the foregoing, neither if the Termination Date occurs within six (6) months following a Change in Control, all stock options granted to the Executive shall immediately vest in their entirety and remain outstanding for the period of time as set forth in the preceding sentence (and to the extent the terms of any stock option plan conflict with this sentence, this sentence shall control. For purposes of this Agreement, "Change in Control" means the occurrence of any one of the following events: if a "person" (as such term is defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a group including the Executive, nor his estateis or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), shall be permitted to specify directly or indirectly, of securities of the taxable year Company representing 50% or more of the combined voting power of or equity interest in the Company or a merger, reorganization, liquidation or sale, lease or exchange of all or substantially all of the assets, of the Company. For purposes of this Agreement, "merger" means any consolidation of the Company with, or merger of the Company with or into, another corporation, other than a consolidation or merger in which a payment described in this Section 6.1(e) shall be paidthe Company is the surviving corporation. The Company shall not have breached this Agreement be the "surviving corporation" in any merger if it terminates this Agreement for any reasonthe Company, or no reasonits stockholders immediately before the transaction, shall own (immediately after the transaction) equity securities, other than warrants, options or similar rights to subscribe to or purchase equity securities, of the surviving or acquiring corporation, or its parent corporation, possessing more than fifty (50%) percent of the voting power of or equity interest in the surviving or acquiring corporation or its parent corporation; and in making the determination of ownership by the stockholders of a corporation, immediately after the transaction, of equity securities pursuant to the preceding clause, equity securities which they owned immediately before the transaction as shareholders of another party to the transaction shall be disregarded.
Appears in 1 contract
Samples: Employment Agreement (CNB Corp /Sc/)
By the Company Without Cause or By the Executive for Good Reason. IfSubject to the Executive’s compliance with Section 7 hereof and subject to the execution by the Executive, following without revocation, of a general release in the date form attached hereto as Exhibit A or in other form satisfactory to the Condition is achievedCompany (the “Release”), but if during the Term, Term the Executive’s employment is terminated by the Company other than for Cause, death terminates without Cause or Disability or if the Executive terminates his employment for Good Reason, then, the Executive shall receive the following severance payments set forth in this Section 5.2 at such times and subject to the provisions of paragraphs (I) and (II) below (which shall be in lieu of any payments or benefits and compensation from to which the Company:Executive may be entitled under any Company severance plan (the “Severance Plan”)):
(ia) the Company shall pay the Executive the Accrued Obligation within 30 days following any unpaid Base Salary through the date of the Executive’s Date of Terminationtermination;
(iib) a pro rata bonus for the Company shall pay Executive a lump-sum payment consisting year of termination, calculated as the product of (1x) Two times Executive’s Base Salary, payable on the 60th day following Executive’s Date of Termination “Severance Bonus Amount” (as defined below) and (2y) 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 in the Company between current fiscal year through the Effective Date and the Executive’s Date date of Termination termination and the denominator of which is the number of days in the Service Period365, with such amount paid payable at the time that bonuses are paid after the Incentive Bonus would have been paid if Executive’s termination date to similarly situated employees;
(c) any 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 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 Severance Plan; and
(g) accrued benefits pursuant to the 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 the Release has expired. Within forty-five (45) days after the date of termination (the “Delivery Deadline”), 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 had not terminated;
(iii) “Dispute Notice”). If the Company will cause all unexercisable Options to become exercisable and remain exercisable until Executive delivers an executed Release by the sooner of (1) the expiration of the term of the Options or (2) two years following the Date of Termination;
(iv) the Company shall pay Executive the Benefit Obligation at the times specified in and in accordance with the terms of the applicable employee benefit plans and compensation arrangements; and
(v) during the eighteen-month period following Executive’s Date of TerminationDelivery Deadline, the Company shall allow Executive and his eligible dependents to continue to be covered 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 all medicalSection 409A of the Internal Revenue Code of 1986, vision and dental benefit plans maintained by as amended (the “Code”), the Company under which Executive was covered immediately may, in its sole discretion, make such payments on any date that is no more than thirty (30) days prior to Executive’s Date of Termination such date), and the Company shall make the payment set forth in Section 5.2(b) at the same active employee premium cost as a time that bonuses are paid to similarly situated active employee. Notwithstanding employees (on or before March 15 of the foregoing, neither Executive, nor his estate, shall be permitted to specify year following the taxable year in which the relevant services required for payment have been performed). If the Executive delivers a payment described Dispute Notice by the Delivery Deadline, the Company shall, as permitted by Section 409A of the Code, make the payments set forth in this Sections 5.2(b)-(d) within thirty (30) days 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 calendar year in which the Resolution Date occurs (except with respect to Section 6.1(e5.2(b), not sooner than the 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) shall be paidand the Company will have no further obligation to make those payments. The Company shall not have breached this Agreement if it terminates this Agreement for any reason, or no reasonobligation to provide the payments and benefits set forth above in the event that Executive breaches the provisions of Section 7.
Appears in 1 contract
Samples: Employment Agreement (NewPage CORP)
