By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination. (ii) For purposes of this Agreement, a “Constructive Termination” shall be deemed to have occurred upon (A) the failure of the Company to pay or cause to be paid Executive’s base salary or annual bonus (if any) when due; (B) a reduction in Executive’s base salary or target bonus opportunity percentage of base salary (excluding any reduction in base salary or bonus opportunity affecting substantially all similarly situated executives by the same percentage of base salary); (C) any diminution in Executive’s title or any substantial and sustained diminution in Executive’s duties; (D) a relocation of Executive’s primary work location more than 50 miles without Executive’s prior written consent; or (E) a Company Notice to Executive of the Company’s election not to extend the Employment Term; provided, that none of these events shall constitute Constructive Termination unless the Company fails to cure such event within 30 days after Notice is given by Executive specifying in reasonable detail the event which constitutes Constructive Termination; provided, further, that “Constructive Termination” shall cease to exist for an event on the 60th day following Executive’s knowledge thereof, unless Executive has given the Company Notice thereof prior to such date. (iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination and in either case the provisions of the following section (iv) do not apply, Executive shall be entitled to receive: (A) the Accrued Rights; (B) a pro rata portion of the actual Annual Bonus paid for the year of termination (or in the case of fiscal year 2016, the 2016 Bonus Amount) to the extent not previously paid, payable on the date when bonuses are otherwise paid to executives (but in no event later than December 31 of the calendar year following the year of termination) and after Executive has entered into a release of claims set forth below, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment; (C) subject to Executive’s continued compliance with the provisions of the Confidentiality and IP Agreement, payment of an amount equal to the sum of the annual Base Salary amount plus Executive’s Target Annual Bonus amount for the year of termination, which shall be payable to Executive in equal installments in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, for twelve months after the date of such termination; provided, that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates; (D) continued coverage under the Company’s group health, life and disability plans until the earlier of (i) twelve months from Executive’s date of termination of employment with the Company and (ii) the date such Executive receives comparable coverage (determined, to the extent practicable, on a coverage-by-coverage and benefit-by-benefit basis) under health, life and disability plans of another employer; and (E) the rights of the Executive with respect to any equity or equity-related awards (if any) which shall be governed by the applicable terms of the related plan or award agreement. (iv) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination and such termination or resignation occurs within 90 days before or 12 months after a Change in Control (as defined below), Executive shall be entitled to receive the amounts set forth in clauses (A), (B), (C), (D) and (E) in paragraph 7(c)(iii) above; provided that (x) the severance amount in clause (C) above shall be equal to 1.5 times the sum of Executive’s annual Base Salary plus Executive’s Target Annual Bonus for the year of such termination and such amount shall be payable over eighteen months after the date of such termination, and (y) the number of months of continued coverage under benefit plans of the Company described in clause (D)(i) above shall be eighteen. (v) For purposes of this Agreement, “Change in Control” means (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934) other than a sale or disposition where Blackstone (as defined below) retains all or substantially all of the
Appears in 1 contract
By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination.
(ii) For purposes of this Agreement, a “Constructive Termination” shall be deemed to have occurred upon (A) the failure of the Company to pay or cause to be paid Executive’s base salary Base Salary or annual bonus Annual Bonus (if any) when due; (B) a reduction in Executive’s base salary Base Salary or target bonus Target Annual Bonus opportunity percentage of base salary Base Salary (excluding any change in value of equity incentives or a reduction in base salary or bonus opportunity Base Salary affecting substantially all similarly situated executives by the same percentage of base salary); (C) any diminution in Executive’s title or any substantial and sustained diminution in Executive’s duties; (D) a relocation of Executive’s primary work location more than 50 miles without Executive’s prior written consentconsent (other than as contemplated by this Agreement); or (E) a Company Notice to Executive of the Company’s election not to extend the Employment Term; or (F) a failure to elect or reelect or the removal as a member of the Board; provided, that none of these events shall constitute Constructive Termination unless the Company fails to cure such event within 30 days after Notice is given by Executive specifying in reasonable detail the event which constitutes Constructive Termination; provided, further, that “Constructive Termination” shall cease to exist for an event on the 60th day following Executive’s knowledge thereof, unless Executive has given the Company Notice thereof prior to such date.
(iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination and in either case the provisions of the following section (iv) do not applyTermination, Executive shall be entitled to receive:
(A) the Accrued Rights;
(B) a pro rata portion of the actual Annual Bonus paid that would have been earned for the year of termination (or in the case of fiscal year 2016, the 2016 Bonus Amount) to the extent not previously paidtermination, payable on the date when bonuses are otherwise paid to executives (but in no event later than December 31 of the calendar year following the year of termination) and after Executive has entered into a release of claims set forth below, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment;
(C) subject to Executive’s continued compliance with the provisions of the Confidentiality Sections 8 and IP Agreement9, payment payment, of an amount equal to (x) one and one-half multiplied by (y) the sum of the annual Base Salary amount plus Executive’s Target Annual Bonus amount for the year of termination, which shall be payable to Executive in equal installments in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, for twelve 18 months after the date of such termination; provided, that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates;; and
(D) continued coverage under the Company’s group healthhealth (subject to Executive’s election for COBRA continuation coverage election), life and disability plans on the same terms as applicable to Executive prior to Executive’s date of termination of employment until the earlier of (i) twelve 18 months from Executive’s date of termination of employment with the Company and (ii) the date such Executive receives is or becomes eligible for comparable coverage (determined, to the extent practicable, on a coverage-by-coverage and benefit-by-benefit basis) under health, life and disability plans of another employer; and
. Amounts payable to Executive under subparagraphs (EB), (C) and (D) above, are subject to Executive providing a release of all claims to the rights of Company in the Executive with respect to any equity or equity-related awards (if any) which shall be governed by the applicable terms of the related plan or award agreement.
(iv) If form attached hereto as Exhibit A. Following Executive’s termination of employment is terminated by the Company without Cause (other than by reason of Executive’s death or Disability) or if Executive resigns by Executive’s resignation as a result of a Constructive Termination and such termination or resignation occurs within 90 days before or 12 months after a Change Termination, except as set forth in Control (as defined belowthis Section 7(c)(iii), Executive shall be entitled have no further rights to receive the amounts set forth in clauses (A), (B), (C), (D) and (E) in paragraph 7(c)(iii) above; provided that (x) the severance amount in clause (C) above shall be equal to 1.5 times the sum of Executive’s annual Base Salary plus Executive’s Target Annual Bonus for the year of such termination and such amount shall be payable over eighteen months after the date of such termination, and (y) the number of months of continued coverage any compensation or any other benefits under benefit plans of the Company described in clause (D)(i) above shall be eighteen.
(v) For purposes of this Agreement, “Change in Control” means (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934) other than a sale or disposition where Blackstone (as defined below) retains all or substantially all of the.
Appears in 1 contract
By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive Executive’s as a result of a Constructive Termination.
(ii) For purposes of this Agreement, a “Constructive Termination” shall be deemed to have occurred upon (A) any material failure of the Company or its affiliates to fulfill its obligations under this Agreement (including without limitation a reduction to the Base Salary, as increased from time to time) or any agreement pursuant to which Executive holds or is granted equity in the Company or its affiliates, (B) the failure to nominate Executive for election to the Board, (C) a failure of Executive to be elected or re-elected to membership on the Board resulting from the failure of the Company’s majority stockholder (so long as such a majority stockholder exists) to vote shares (other than with respect to shares acquired in a public offering) entitled to vote for the election of directors of the Company held by them in favor of election of Executive as a member of the Board, (D) the failure of any successor to the business operations of the Company to pay assume the obligations of the Company under this Agreement, (E) the primary business office for Executive being relocated to any location which is more than 30 miles from the city limits of Parsippany, New Jersey, New York, New York or cause Chicago, Illinois, it being understood that relocation of the Company’s headquarters in connection with the IPO (should an IPO occur) shall not constitute Constructive Termination provided that the Company does not require Executive to be paid Executive’s base salary move his primary business office more than 30 miles from the city limits of Parsippany, New Jersey, New York, New York or annual bonus Chicago, Illinois, (if any) when due; (BF) a reduction in Executive’s base salary or target bonus opportunity percentage of base salary (excluding any reduction in base salary or bonus opportunity affecting substantially all similarly situated executives by the same percentage of base salary); (C) any diminution in Executive’s title or any substantial material and sustained diminution in to Executive’s duties; duties and responsibilities, (DG) a relocation of Executive’s primary work location more than 50 miles without Executive’s prior written consent; or (E) a Company Notice to Executive of the Company’s election not to extend renew the initial Employment Term or any subsequent extension thereof (except as a result of Executive’s reaching retirement age, as determined by Company policy), (H) the Executive’s election not to renew the Employment TermTerm for the one-year period immediately following the IPO Initial Period End Date by providing the Company 90 days prior written notice of such election before the applicable IPO Initial Period End Date; provided, provided that none any of these the events described in clauses (A) through (F) of this Section 7(c)(ii) shall constitute a Constructive Termination unless only if the Company fails to cure such event within 30 days after Notice is given by receipt from Executive specifying in reasonable detail of written notice of the event which constitutes a Constructive Termination; provided, further, that a “Constructive Termination” shall cease to exist for an event on the 60th day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Company Notice written notice thereof prior to such date.
(iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination and in either case the provisions of the following section (iv) do not applyTermination, Executive shall be entitled to receive:
(A) the Accrued Rights;
(B) a pro rata portion of the actual any Annual Bonus paid for the Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in such year of termination (or in the case of fiscal year 2016, the 2016 Bonus Amount) to the extent not previously paid, payable on the date when bonuses are otherwise paid to executives (but in no event later than December 31 of the calendar year following the year of termination) and after Executive has entered into a release of claims set forth below, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 4 had Executive’s employment not terminated;
(C) subject to Executive’s execution, delivery and non-revocation of a separation agreement and general release substantially in the form attached hereto as Exhibit A (“the General Release”) within forty-five (45) days following termination of employment, and further subject to Executive’s continued compliance with the provisions of the Confidentiality Sections 9 and IP Agreement10, payment of (x) an amount equal to 299% multiplied by the sum of the annual (i) Executive’s Base Salary amount plus and (ii) Executive’s Target Annual Bonus amount Bonus, payable within 60 days of the applicable termination date and (y) the executive benefits provided for in the year of termination, which shall be payable General Release for a period equal to Executive in equal installments in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, for twelve thirty-six months after the date (or a lump sum cash equivalent of such terminationbenefits); provided, provided that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates (which, for the avoidance of doubt, shall exclude any cash payments related to equity in the Company or its affiliates);
(D) continued coverage under full and immediate vesting of any awards granted pursuant to the Company’s group health, life IPO Incentive Scheme and disability plans until the earlier of TDS Investor (iCayman) twelve months from Executive’s L.P. 2006 Interest Plan (or any successor plan(s) established by the Company) that are unvested at the date of termination of the Executive’s employment (including, for the avoidance of doubt, any unvested equity that remains unvested due to the failure to in any prior calendar year(s) to achieve the relevant annual performance goals at target) and based upon the award’s target value at the time of the grant of the award, and payment in respect of such awards in accordance with the Company and (ii) the date such Executive receives comparable coverage (determined, to the extent practicable, on a coverage-by-coverage and benefit-by-benefit basis) under health, life and disability plans of another employerterms thereof; and
(E) the rights vesting of the Executive with respect awards granted pursuant to any equity plan of the Company (other than awards granted pursuant to the Company’s IPO Incentive Scheme or equity-related awards the TDS Investor (if anyCayman) which shall be governed L.P. 2006 Interest Plan (or any successor plan(s) established by the applicable terms Company)) subsequent to the IPO (including pursuant to the Company’s Performance Share Plan), as, and to the extent, described in the documentation related to such awards; provided that in each case such vesting shall not be less favorable to the Executive than (1) in the case of an award which vests, in whole or in part, on the related plan or basis of performance, the portion of such award agreement.
which would have vested assuming (ivi) If that the Executive’s employment is terminated continued for 18 months following the termination of the Executive’s employment, (ii) that the award vests ratably on a monthly basis over the remainder of the performance period (and beginning on the prior vesting date), and (iii) performance at target, and (2) in the case of an award which vests solely on the basis of continued employment, the portion of the award that would have vested assuming (i) that the Executive’s employment continued for 18 months following the termination of the Executive’s employment, and (ii) that the award vests ratably on a monthly basis over the vesting period; provided, however, that, for purposes of Section 7(c)(iii)(D) and this Section 7(c)(iii)(E), “target” shall be the amount of equity that would have vested had the Company achieved its budgeted target level of performance (measured at the time performance targets are put in place) and that in any event it shall not be less than 66.7% of the award; further provided, however, that nothing in Section 7(c)(iii)(D) and this Section 7(c)(iii)(E) shall restrict the ability of the Board to grant more favorable vesting terms to the Executive. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or if Executive resigns by Executive’s resignation as a result of a Constructive Termination and such termination or resignation occurs within 90 days before or 12 months after a Change Termination, except as set forth in Control (as defined belowthis Section 7(c)(iii), Executive shall be entitled have no further rights to receive the amounts set forth in clauses (A), (B), (C), (D) and (E) in paragraph 7(c)(iii) above; provided that (x) the severance amount in clause (C) above shall be equal to 1.5 times the sum of Executive’s annual Base Salary plus Executive’s Target Annual Bonus for the year of such termination and such amount shall be payable over eighteen months after the date of such termination, and (y) the number of months of continued coverage any compensation or any other benefits under benefit plans of the Company described in clause (D)(i) above shall be eighteen.
(v) For purposes of this Agreement, “Change in Control” means (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934) other than a sale or disposition where Blackstone (as defined below) retains all or substantially all of the.
Appears in 1 contract
By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive Executive’s as a result of a Constructive Termination.
(ii) For purposes of this Agreement, a “Constructive Termination” shall be deemed to have occurred upon (A) the failure of the Company to pay or cause to be paid Executive’s base salary or annual bonus (if any) when due; (B) a any material reduction in Executive’s base salary Base Salary or target bonus opportunity percentage of base salary Annual Bonus (excluding any change in value of equity incentives or a reduction in base salary or bonus opportunity affecting substantially all similarly situated executives by executives), (B) failure of the same percentage Company or its affiliates to pay compensation or benefits when due, in each case which is not cured within 30 days following the Company’s receipt of base salary); written notice from Executive describing the event constituting a Constructive Termination, (C) any diminution in Executive’s title or any substantial and sustained diminution in Executive’s duties; (D) a relocation of Executive’s the primary work location business office for Executive being relocated by more than 50 miles without Executive’s prior written consent; or (ED) a Company Notice to Executive of the Company’s election not to extend renew the initial Employment TermTerm or any subsequent extension thereof (except as a result of Executive’s reaching retirement age, as determined by Company policy), or not to assign this contract pursuant to section 11(E); provided, provided that none any of these the events described in clauses (A)-(D) of this Section 7(c)(ii) shall constitute a Constructive Termination unless only if the Company fails to cure such event within 30 days after Notice is given by receipt from Executive specifying in reasonable detail of written notice of the event which constitutes a Constructive Termination; provided, further, that a “Constructive Termination” shall cease to exist for an event on the 60th day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Company Notice written notice thereof prior to such date. Effective upon the IPO, the term “Constructive Termination” shall also include a material and sustained diminution to Executive’s duties and responsibilities as of the date of such offering.
(iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination and in either case the provisions of the following section (iv) do not applyTermination, Executive shall be entitled to receive:
(A) the Accrued Rights;
(B) a pro rata portion of the actual any Annual Bonus paid for the Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in such year of termination (or in the case of fiscal year 2016, the 2016 Bonus Amount) to the extent not previously paid, payable on the date when bonuses are otherwise paid to executives (but in no event later than December 31 of the calendar year following the year of termination) and after Executive has entered into a release of claims set forth below, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 4 had Executive’s employment not terminated;
(C) subject to Executive’s continued compliance with the provisions of the Confidentiality Sections 8 and IP Agreement9, continued payment of an amount equal to the sum of the annual Base Salary amount plus Executive’s and Target Annual Bonus amount for the year of termination, which shall be payable to Executive in equal installments in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, for twelve twenty-four months after the date of such termination; provided, provided that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates;; provided further, that such reduction shall not include any payments made to Executive under the sales bonus agreement entered into by Cendant and its affiliates with Executive or under any equity-based award program; and
(D) continued coverage under the Company’s group health, life and disability plans until the earlier vesting of (i) twelve months from Executive’s date of termination of employment with the Company and (ii) the date such Executive receives comparable coverage (determined, to the extent practicable, on a coverageany equity-by-coverage and benefit-by-benefit basis) under health, life and disability plans of another employer; and
(E) the rights of the based awards then held by Executive with respect to any equity the Company or equity-its affiliates as, and to the extent, described in the definitive documentation related awards (if any) which shall be governed by the applicable terms of the related plan or award agreement.
(iv) If to such awards. Following Executive’s termination of employment is terminated by the Company without Cause (other than by reason of Executive’s death or Disability) or if Executive resigns by Executive’s resignation as a result of a Constructive Termination and such termination or resignation occurs within 90 days before or 12 months after a Change Termination, except as set forth in Control this Section 7(c) (as defined belowiii), Executive shall be entitled have no further rights to receive the amounts set forth in clauses (A), (B), (C), (D) and (E) in paragraph 7(c)(iii) above; provided that (x) the severance amount in clause (C) above shall be equal to 1.5 times the sum of Executive’s annual Base Salary plus Executive’s Target Annual Bonus for the year of such termination and such amount shall be payable over eighteen months after the date of such termination, and (y) the number of months of continued coverage any compensation or any other benefits under benefit plans of the Company described in clause (D)(i) above shall be eighteen.
(v) For purposes of this Agreement, “Change in Control” means (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934) other than a sale or disposition where Blackstone (as defined below) retains all or substantially all of the.
Appears in 1 contract
By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive Executive’s as a result of a Constructive Termination.
(ii) For purposes of this Agreement, a “Constructive Termination” shall be deemed to have occurred upon (A) the failure of the Company to pay or cause to be paid Executive’s base salary or annual bonus (if any) when due; (B) a reduction in Executive’s base salary or target bonus opportunity percentage of base salary (excluding any change in value of equity incentives or a reduction in base salary or bonus opportunity affecting substantially all similarly situated executives by the same percentage of base salary); (C) any diminution in Executive’s title or any substantial and sustained diminution in Executive’s title, duties, authority or responsibilities (including reporting responsibilities) as of the Closing Date; (D) a relocation of Executive’s primary work location more than 50 miles without Executive’s prior written consent; or (E) the failure to assign Executive’s employment agreement to a successor, and the failure of such successor to assume such employment agreement, in any Public Offering or Change of Control (each as defined in the Securityholders Agreement, dated April 2, 2007, between Executive and the Company); (F) a Company Notice to Executive of the Company’s election not to extend the Employment Term; or (G) a failure to elect or reelect or the removal as a member of the Board; provided, that none of these events shall constitute Constructive Termination unless the Company fails to cure such event within 30 days after Notice is given by Executive specifying in reasonable detail the event which constitutes Constructive Termination; provided, further, that “Constructive Termination” shall cease to exist for an event on the 60th day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Company Notice thereof prior to such date.
(iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination and in either case the provisions of the following section (iv) do not applyTermination, Executive shall be entitled to receive:
(A) the Accrued Rights;
(B) a pro rata portion of the actual a Target Annual Bonus paid for the year of termination (or in the case of fiscal year 2016, the 2016 Bonus Amount) to the extent not previously paidBonus, payable on the date when bonuses are otherwise paid to executives (but in no event later than December 31 of the calendar year following the year of termination) and within 30 days after Executive has entered into a release of claims set forth below, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment;
(C) subject to Executive’s continued compliance with the provisions of the Confidentiality Sections 8 and IP Agreement9, payment of an amount equal to (x) one and one-half multiplied by (y) the sum of the annual Base Salary amount plus Executive’s Target Annual Bonus amount for the year of terminationamount, which shall be payable to Executive in equal installments in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, for twelve eighteen months after the date of such termination; provided, that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates;
(D) continued coverage under the Company’s group health, life and disability plans until the earlier of (i) twelve eighteen months from Executive’s date of termination of employment with the Company and (ii) the date such Executive receives is or becomes eligible for comparable coverage (determined, to the extent practicable, on a coverage-by-coverage and benefit-by-benefit basis) under health, life and disability plans of another employer; and
(E) the rights of the Executive with respect to any equity or equity-related awards (if any) which shall be governed by the applicable terms of the related plan or award agreement.
(iv) If Executive’s bonus, to the extent unpaid, under the last sentence of Section 4 and his relocation expenses, to the extent incurred and unreimbursed, under the last sentence of Section 5. Amounts payable to Executive under subparagraphs (B) and (C), above, are subject to Executive providing a release of all claims to the Company in the form attached hereto as Exhibit A. Following Executive’s termination of employment is terminated by the Company without Cause (other than by reason of Executive’s death or Disability) or if Executive resigns by Executive’s resignation as a result of a Constructive Termination and such termination or resignation occurs within 90 days before or 12 months after a Change Termination, except as set forth in Control (as defined belowthis Section 7(c)(iii), Executive shall be entitled have no further rights to receive the amounts set forth in clauses (A), (B), (C), (D) and (E) in paragraph 7(c)(iii) above; provided that (x) the severance amount in clause (C) above shall be equal to 1.5 times the sum of Executive’s annual Base Salary plus Executive’s Target Annual Bonus for the year of such termination and such amount shall be payable over eighteen months after the date of such termination, and (y) the number of months of continued coverage any compensation or any other benefits under benefit plans of the Company described in clause (D)(i) above shall be eighteen.
(v) For purposes of this Agreement, “Change in Control” means (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934) other than a sale or disposition where Blackstone (as defined below) retains all or substantially all of the.
Appears in 1 contract
By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive Executive’s as a result of a Constructive Termination.
(ii) For purposes of this Agreement, a “Constructive Termination” shall be deemed to have occurred upon (A) the failure of the Company to pay or cause to be paid Executive’s base salary or annual bonus (if any) when due; (B) a any material reduction in Executive’s base salary Base Salary or target bonus opportunity percentage of base salary Annual Bonus (excluding any change in value of equity incentives or a reduction in base salary or bonus opportunity affecting substantially all similarly situated executives by executives), (B) failure of the same percentage Company or its affiliates to pay compensation or benefits when due, in each case which is not cured within 30 days following the Company’s receipt of base salary); written notice from Executive describing the event constituting a Constructive Termination, (C) any diminution in Executive’s title or any substantial a material and sustained diminution in to Executive’s duties; duties and responsibilities as of the date of this Agreement, (D) a relocation of Executive’s the primary work location business office for Executive being relocated by more than 50 miles without Executivefrom Parsippany, New Jersey, or New York, New York, or to the United Kingdom, it being understood that relocation of Travelport plc’s prior written consent; headquarters in connection with the IPO (should an IPO occur) shall not constitute Constructive Termination provided that the Company does not require Executive to move his primary business office more than 50 miles from Parsippany, New Jersey or New York, New York, (E) a Company Notice while Executive holds the position specified in Section 2(a) and the global headquarters of GTA is located in the United Kingdom, the Company’s refusal to relocate Executive of to the United Kingdom after his written request to do so, (F) the Company’s election not to extend renew the initial Employment Term or any subsequent extension thereof (except as a result of Executive’s reaching retirement age, as determined by Company policy), or (G) the Executive’s election not to renew the Employment TermTerm for the one-year period immediately following the IPO Initial Period End Date by providing the Company 90 days prior written notice of such election before the applicable IPO Initial Period End Date; provided, provided that none any of these the events described in clauses (A)-(E) of this Section 7(c)(ii) shall constitute a Constructive Termination unless only if the Company fails to cure such event within 30 days after Notice is given by receipt from Executive specifying in reasonable detail of written notice of the event which constitutes a Constructive Termination; provided, further, that a “Constructive Termination” shall cease to exist for an event on the 60th day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Company Notice written notice thereof prior to such date.
(iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination and in either case the provisions of the following section (iv) do not applyTermination, Executive shall be entitled to receive:
(A) the Accrued Rights;
(B) a pro rata portion of the actual any Annual Bonus paid for the Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in such year of termination (or in the case of fiscal year 2016, the 2016 Bonus Amount) to the extent not previously paid, payable on the date when bonuses are otherwise paid to executives (but in no event later than December 31 of the calendar year following the year of termination) and after Executive has entered into a release of claims set forth below, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 4 had Executive’s employment not terminated;
(C) subject to Executive’s execution, delivery, and non-revocation of a separation agreement and general release substantially in the form attached hereto as Exhibit A (“the General Release”) within forty-five (45) days following termination of employment, and further subject to continued compliance with the provisions of the Confidentiality Sections 9 and IP Agreement10, (x) payment of an amount equal to two (2) times the sum of both the annual Base Salary amount plus Executive’s Target and Annual Bonus amount at Target (the “Severance Pay”) and (y) the executive benefits provided for in the year General Release for a period equal to twenty-four (24) months (or a lump sum cash equivalent of termination, which such benefits). The Severance Pay shall be payable to Executive paid as follows: (1) one third (33.3%) of the Severance Pay in equal installments in accordance with a lump sum as soon as practicable following the Company’s normal payroll practices, as in effect on the effective date of the General Release, but no later than thirty (30) days after the execution of the General Release; (2) one third (33.3%) of the Severance Pay in a lump sum in the pay period occurring closest to the one hundred eightieth (180th) day (“Second Severance Payment Date”), whether occurring before or after the Second Severance Payment Date, following the termination of Executive’s employment; and (3) the final one third (33.3%) of the Severance Pay in a lump sum in the pay period occurring closest to the three hundred sixty-fifth (365th) day (“Third Severance Payment Date”), for twelve months whether occurring before or after the date Third Severance Payment Date, following the termination of such terminationExecutive’s employment; provided, provided that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates (which, for the avoidance of doubt, shall exclude any cash payments related to equity in the Company or its affiliates;); and
(D) continued coverage under full and immediate vesting of any awards granted pursuant to the Company’s group health, life Travelport plc IPO Incentive Scheme and disability plans until the earlier of TDS Investor (iCayman) twelve months from Executive’s L.P. 2006 Interest Plan (or any successor plan(s) established by Travelport plc) that are unvested at the date of termination of the Executive’s employment (including, for the avoidance of doubt, any unvested equity that remains unvested due to the failure to in any prior calendar year(s) to achieve the relevant annual performance goals at target) and based upon the award’s target value at the time of the grant of the award, and payment in respect of such awards in accordance with the Company and (ii) the date such Executive receives comparable coverage (determined, to the extent practicable, on a coverage-by-coverage and benefit-by-benefit basis) under health, life and disability plans of another employerterms thereof; and
(E) the rights vesting of the Executive with respect awards granted pursuant to any equity plan of Travelport plc or equity-any of its affiliates (other than awards granted pursuant to the Travelport plc IPO Incentive Scheme or the TDS Investor (Cayman) L.P. 2006 Interest Plan (or any successor plan(s) established by Travelport plc)) subsequent to the IPO (including pursuant to the Travelport plc Performance Share Plan), as, and to the extent, described in the documentation related awards to such awards; provided that in each case such vesting shall not be less favorable to the Executive than (if any1) in the case of an award which shall be governed by vests, in whole or in part, on the applicable terms basis of performance, the related plan or portion of such award agreement.
which would have vested assuming (ivi) If that the Executive’s employment is terminated continued for 18 months following the termination of the Executive’s employment, (ii) that the award vests ratably on a monthly basis over the remainder of the performance period (and beginning on the prior vesting date), and (iii) performance at target, and (2) in the case of an award which vests solely on the basis of continued employment, the portion of the award that would have vested assuming (i) that the Executive’s employment continued for 18 months following the termination of the Executive’s employment, and (ii) that the award vests ratably on a monthly basis over the vesting period; provided, however, that, for purposes of Section 7(c)(iii)(D) and this Section 7(c)(iii)(E), “target” shall be the amount of equity that would have vested had Travelport plc achieved its budgeted target level of performance (measured at the time performance targets are put in place) and that in any event it shall not be less than 66.7% of the award; further provided, however, that nothing in Section 7(c)(iii)(D) and this Section 7(c)(iii)(E) shall restrict the ability of the Board to grant more favorable vesting terms to the Executive. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or if Executive resigns by Executive’s resignation as a result of a Constructive Termination and such termination or resignation occurs within 90 days before or 12 months after a Change Termination, except as set forth in Control (as defined belowthis Section 7(c)(iii), Executive shall be entitled have no further rights to receive the amounts set forth in clauses (A), (B), (C), (D) and (E) in paragraph 7(c)(iii) above; provided that (x) the severance amount in clause (C) above shall be equal to 1.5 times the sum of Executive’s annual Base Salary plus Executive’s Target Annual Bonus for the year of such termination and such amount shall be payable over eighteen months after the date of such termination, and (y) the number of months of continued coverage any compensation or any other benefits under benefit plans of the Company described in clause (D)(i) above shall be eighteen.
(v) For purposes of this Agreement, “Change in Control” means (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934) other than a sale or disposition where Blackstone (as defined below) retains all or substantially all of the.
Appears in 1 contract
By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive Executive’s as a result of a Constructive Termination.
(ii) For purposes of this Agreement, a “Constructive Termination” shall be deemed to have occurred upon (A) the failure of the Company to pay or cause to be paid Executive’s base salary or annual bonus (if any) when due; (B) a any material reduction in Executive’s base salary Base Salary or target bonus opportunity percentage of base salary Annual Bonus (excluding any change in value of equity incentives or a reduction in base salary or bonus opportunity affecting substantially all similarly situated executives by executives), (B) failure of the same percentage Company or its affiliates to pay compensation or benefits when due, in each case which is not cured within 30 days following the Company’s receipt of base salary); written notice from Executive describing the event constituting a Constructive Termination, (C) any diminution in Executive’s title or any substantial a material and sustained diminution in to Executive’s duties; duties and responsibilities as of the date of this Agreement, (D) a relocation of Executive’s the primary work location business office for Executive being relocated by more than 50 miles without Executivefrom New York, New York, it being understood that relocation of the Company’s prior written consent; or headquarters in connection with the IPO (should an IPO occur) shall not constitute Constructive Termination provided that the Company does not require Executive to move his primary business office from New York, New York, (E) a Company Notice to Executive of the Company’s election not to extend renew the initial Employment Term or any subsequent extension thereof (except as a result of Executive’s reaching retirement age, as determined by Company policy) or (F) the Executive’s election not to renew the Employment TermTerm for the one-year period immediately following the IPO Initial Period End Date by providing the Company 90 days prior written notice of such election before the applicable IPO Initial Period End Date; provided, provided that none any of these the events described in clauses (A)-(D) of this Section 7(c)(ii) shall constitute a Constructive Termination unless only if the Company fails to cure such event within 30 days after Notice is given by receipt from Executive specifying in reasonable detail of written notice of the event which constitutes a Constructive Termination; provided, further, that a “Constructive Termination” shall cease to exist for an event on the 60th day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Company Notice written notice thereof prior to such date.
(iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination and in either case the provisions of the following section (iv) do not applyTermination, Executive shall be entitled to receive:
(A) the Accrued Rights;
(B) a pro rata portion of the actual any Annual Bonus paid for the Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in such year of termination (or in the case of fiscal year 2016, the 2016 Bonus Amount) to the extent not previously paid, payable on the date when bonuses are otherwise paid to executives (but in no event later than December 31 of the calendar year following the year of termination) and after Executive has entered into a release of claims set forth below, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 4 had Executive’s employment not terminated;
(C) subject to Executive’s execution, delivery, and non-revocation of a separation agreement and general release substantially in the form attached hereto as Exhibit A (“the General Release”) within forty-five (45) days following termination of employment, and further subject to continued compliance with the provisions of the Confidentiality Sections 9 and IP Agreement10, (x) payment of an amount equal to three (3) times the sum of both the annual Base Salary amount plus Executive’s Target and Annual Bonus amount at Target (“Severance Pay”) and (y) the executive benefits provided for in the year General Release for a period equal to thirty-six (36) months (or a lump sum cash equivalent of termination, which such benefits). The Severance Pay shall be payable to Executive paid as follows: (1) one third (33.3%) of the Severance Pay in equal installments in accordance with a lump sum as soon as practicable following the Company’s normal payroll practices, as in effect on the effective date of the General Release, but no later than sixty (60) days after the Last Day of Employment; (2) one third (33.3%) of the Severance Pay in a lump sum in the pay period occurring closest to the one hundred eightieth (180th) day (“Second Severance Payment Date”), whether occurring before or after the Second Severance Payment Date, following the termination of Executive’s employment; and (3) the final one third (33.3%) of the Severance Pay in a lump sum in the pay period occurring closest to the three hundred sixty-fifth (365th) day (“Third Severance Payment Date”), for twelve months whether occurring before or after the date Third Severance Payment Date, following the termination of such terminationExecutive’s employment; provided, provided that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates (which, for the avoidance of doubt, shall exclude any cash payments related to equity in the Company or its affiliates);
(D) continued coverage under full and immediate vesting of any awards granted pursuant to the Company’s group health, life IPO Incentive Scheme and disability plans until the earlier of TDS Investor (iCayman) twelve months from Executive’s L.P. 2006 Interest Plan (or any successor plan(s) established by the Company) that are unvested at the date of termination of the Executive’s employment (including, for the avoidance of doubt, any unvested equity that remains unvested due to the failure to in any prior calendar year(s) to achieve the relevant annual performance goals at target) and based upon the award’s target value at the time of the grant of the award, and payment in respect of such awards in accordance with the Company and (ii) the date such Executive receives comparable coverage (determined, to the extent practicable, on a coverage-by-coverage and benefit-by-benefit basis) under health, life and disability plans of another employerterms thereof; and
(E) the rights vesting of the Executive with respect awards granted pursuant to any equity plan of the Company (other than awards granted pursuant to the Company’s IPO Incentive Scheme or equity-related awards the TDS Investor (if anyCayman) which shall be governed L.P. 2006 Interest Plan (or any successor plan(s) established by the applicable terms Company)) subsequent to the IPO (including pursuant to the Company’s Performance Share Plan), as, and to the extent, described in the documentation related to such awards; provided that in each case such vesting shall not be less favorable to the Executive than (1) in the case of an award which vests, in whole or in part, on the related plan or basis of performance, the portion of such award agreement.
which would have vested assuming (ivi) If that the Executive’s employment is terminated continued for 18 months following the termination of the Executive’s employment, (ii) that the award vests ratably on a monthly basis over the remainder of the performance period (and beginning on the prior vesting date), and (iii) performance at target, and (2) in the case of an award which vests solely on the basis of continued employment, the portion of the award that would have vested assuming (i) that the Executive’s employment continued for 18 months following the termination of the Executive’s employment, and (ii) that the award vests ratably on a monthly basis over the vesting period; provided, however, that, for purposes of Section 7(c)(iii)(D) and this Section 7(c)(iii)(E), “target” shall be the amount of equity that would have vested had the Company achieved its budgeted target level of performance (measured at the time performance targets are put in place) and that in any event it shall not be less than 66.7% of the award; further provided, however, that nothing in Section 7(c)(iii)(D) and this Section 7(c)(iii)(E) shall restrict the ability of the Board to grant more favorable vesting terms to the Executive. Following Executive’s termination of employment by the Company without Cause (other than by reason of Executive’s death or Disability) or if Executive resigns by Executive’s resignation as a result of a Constructive Termination and such termination or resignation occurs within 90 days before or 12 months after a Change Termination, except as set forth in Control (as defined belowthis Section 7(c)(iii), Executive shall be entitled have no further rights to receive the amounts set forth in clauses (A), (B), (C), (D) and (E) in paragraph 7(c)(iii) above; provided that (x) the severance amount in clause (C) above shall be equal to 1.5 times the sum of Executive’s annual Base Salary plus Executive’s Target Annual Bonus for the year of such termination and such amount shall be payable over eighteen months after the date of such termination, and (y) the number of months of continued coverage any compensation or any other benefits under benefit plans of the Company described in clause (D)(i) above shall be eighteen.
(v) For purposes of this Agreement, “Change in Control” means (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934) other than a sale or disposition where Blackstone (as defined below) retains all or substantially all of the.
Appears in 1 contract
By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive as a result of a Constructive Termination. For purposes of the Agreement, in the event the Company elects not to extend the Employment Term in accordance with Section 1 hereof, Executive’s employment shall terminate on the last day of the Employment Term and such election shall be deemed a termination by the Company without Cause.
(ii) For purposes of this Agreement, a “Constructive Termination” shall be deemed to have occurred upon (A) the failure of the Company to pay or cause to be paid a diminution in Executive’s base salary Base Salary or annual bonus (if any) when dueAnnual Bonus opportunity; (B) a reduction any material diminution in Executive’s base salary authority, duties or target bonus opportunity percentage responsibilities (including, without limitation, requiring Executive to report to anyone other than the Chief Executive Officer of base salary (excluding any reduction in base salary or bonus opportunity affecting substantially all similarly situated executives by the same percentage of base salaryCompany and/or the Board); (C) any diminution in Executive’s title or any substantial and sustained diminution in Executive’s dutiesmaterial breach by the Company of this Agreement; (D) a relocation of Executive’s primary work location more than 50 35 miles without Executive’s prior written consent; , or (E) a failure of the Company Notice or its subsidiaries to Executive pay or cause to be paid Executive’s Base Salary or Annual Bonus, when due, or to permit the investment and make the equity-based grants described in Section 3(c) hereof; provided that (i) the relocation of Executive’s primary work location in connection with the relocation of the Company’s election headquarters shall not to extend the Employment Term; provided, that constitute Constructive Termination and (ii) none of these the events described in this Section 5(c)(ii) shall constitute Constructive Termination unless the Company fails to cure such event within 30 days after Notice is given by receipt from Executive specifying in reasonable detail of written notice of the event which constitutes Constructive Termination; provided, further, that “Constructive Termination” shall cease to exist for an event on the 60th 90th day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Company Notice Board written notice thereof prior to such date. Notwithstanding anything herein to the contrary, for purposes of last proviso of the immediately foregoing sentence, a series of related events shall be deemed to have occurred on the date upon which the last event in such series of related events has occurred.
(iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination and in either case the provisions of the following section (iv) do not applyTermination, Executive shall be entitled to receive:
(A) the Accrued Rights;
(B) a pro rata portion of the actual Annual Bonus paid for the year of termination (or in the case of fiscal year 2016, the 2016 Bonus Amount) to the extent not previously paid, payable on the date when bonuses are otherwise paid to executives (but in no event later than December 31 of the calendar year following the year of termination) and after Executive has entered into a release of claims set forth below, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employmentPro-Rata Bonus;
(C) if such termination or resignation occurs prior to a Change in Control (as defined in the Amended and Restated Securityholders Agreement, dated as of September 26, 2008, among BH Hotels HoldCo LLC, Executive and such other parties (the “Securityholders Agreement”)), subject to Executive’s continued compliance with Section 6 hereof and Executive’s continued material compliance with Section 7 hereof, payment (payable in 24 monthly installments) in the provisions aggregate equal to the amount, if any, by which the Applicable Severance Amount exceeds the applicable Call Price, as of the Confidentiality date of termination, of the vested portion of the Class B Units granted to Executive pursuant to Management Unit Subscription Agreement (Class B-1 Units and IP B-2 Units) to be entered into in connection with this Agreement (such agreement, the “Subscription Agreement” and such Class B Units, payment of the “Vested Profits Interests”). “Applicable Severance Amount” means an amount equal to twice the sum of the annual Base Salary amount plus Executive’s Target Annual Bonus amount for the year of termination, which shall be payable to Executive in equal installments in accordance with the Company’s normal payroll practices, as in effect on the date of termination of Executive’s employment, for twelve months after the date of such termination; provided, that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliates;
(D) continued coverage under the Company’s group health, life and disability plans until the earlier of (i) twelve months from Executive’s date then applicable Base Salary (as of the termination of employment with the Company date) and (ii) the date such Executive receives comparable coverage (determined, to the extent practicable, on a coverage-by-coverage and benefit-by-benefit basis) under health, life and disability plans of another employer; and
(E) the rights of the Executive with respect to any equity or equity-related awards (if any) which shall be governed by the applicable terms of the related plan or award agreement.
(iv) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination and such termination or resignation occurs within 90 days before or 12 months after a Change in Control (as defined below), Executive shall be entitled to receive the amounts set forth in clauses (A), (B), (C), (D) and (E) in paragraph 7(c)(iii) above; provided that (x) the severance amount in clause (C) above shall be equal to 1.5 times the sum of Executive’s annual Base Salary plus Executive’s Target Annual Bonus for the fiscal year immediately prior to the year of such termination and (provided that in respect of any such amount termination or resignation that occurs in calendar year 2008, Executive’s Annual Bonus shall be payable over eighteen months after deemed to be, for this purpose, 75% of Executive’s then applicable Base Salary). “Call Price” shall mean the date of such termination, and (y) the number of months of continued coverage under benefit plans of price at which the Company described in clause or its affiliates has the right to purchase the Vested Profits Interests pursuant to the Securityholders Agreement and the Subscription Agreement (D)(i) above shall be eighteen.
(v) For purposes but regardless of this Agreement, “Change in Control” means (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as whether such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934) other than a sale or disposition where Blackstone (as defined below) retains all or substantially all of theright is exercised); and
Appears in 1 contract
Samples: Employment Agreement (Hilton Worldwide Holdings Inc.)
By the Company Without Cause or Resignation by Executive as a result of Constructive Termination. (i) The Employment Term and Executive’s employment hereunder may be terminated by the Company without Cause or by Executive Executive’s as a result of a Constructive Termination.
(ii) For purposes of this Agreement, a “Constructive Termination” shall be deemed to have occurred upon (A) any material failure of the Company or its affiliates to fulfill its obligations under this Agreement (including without limitation a reduction to the Base Salary, as increased from time to time) or any agreement pursuant to which Executive holds or is granted equity in the Company or its affiliates, (B) the failure to nominate Executive for election to the Board, (C) a failure of Executive to be elected or re-elected to membership on the Board resulting from the failure of the Company’s majority stockholder (so long as such a majority stockholder exists) to vote shares (other than with respect to shares acquired in a public offering) entitled to vote for the election of directors of the Company to pay or cause to be paid Executive’s base salary or annual bonus (if any) when due; (B) held by them in favor of election of Executive as a reduction in Executive’s base salary or target bonus opportunity percentage member of base salary (excluding any reduction in base salary or bonus opportunity affecting substantially all similarly situated executives by the same percentage of base salary); (C) any diminution in Executive’s title or any substantial and sustained diminution in Executive’s duties; Board, (D) a relocation the failure of Executive’s primary work location more than 50 miles without Executive’s prior written consent; or any successor to the business operations of the Company to assume the obligations of the Company under this Agreement, (E) a Company Notice the primary business office for Executive being relocated to Executive any location which is more than 30 miles from the city limits of Parsippany, New Jersey, New York, New York, Chicago, Illinois or San Francisco, California, (G) the Company’s election not to extend renew the initial Employment TermTerm or any subsequent extension thereof (except as a result of Executive’s reaching retirement age, as determined by Company policy) or (F) a material and sustained diminution to Executive’s duties and responsibilities; provided, provided that none any of these the events described in clauses (A) through (F) of this Section 8(c)(ii) shall constitute a Constructive Termination unless only if the Company fails to cure such event within 30 days after Notice is given by receipt from Executive specifying in reasonable detail of written notice of the event which constitutes a Constructive Termination; provided, further, that a “Constructive Termination” shall cease to exist for an event on the 60th day following the later of its occurrence or Executive’s knowledge thereof, unless Executive has given the Company Notice written notice thereof prior to such date.
(iii) If Executive’s employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns as a result of a Constructive Termination and in either case the provisions of the following section (iv) do not applyTermination, Executive shall be entitled to receive:
(A) the Accrued Rights;
(B) a pro rata portion of the actual any Annual Bonus paid for the Bonus, if any, that Executive would have been entitled to receive pursuant to Section 4 hereof in such year of termination (or in the case of fiscal year 2016, the 2016 Bonus Amount) to the extent not previously paid, payable on the date when bonuses are otherwise paid to executives (but in no event later than December 31 of the calendar year following the year of termination) and after Executive has entered into a release of claims set forth below, based upon the percentage of the fiscal year that shall have elapsed through the date of Executive’s termination of employment, payable when such Annual Bonus would have otherwise been payable to Executive pursuant to Section 4 had Executive’s employment not terminated;
(C) subject to Executive’s execution, delivery and non-revocation of a separation agreement and general release substantially in the form attached hereto as Exhibit A (“the General Release”) within forty-five (45) days following termination of employment, and further subject to Executive’s continued compliance with the provisions of the Confidentiality Sections 9 and IP Agreement10, payment of an amount equal to the sum of the annual Base Salary amount plus Executive’s Target Annual Bonus amount for the year of termination, which Executive shall be payable to Executive eligible for continued participation in equal installments the health and welfare benefits of Travelport Inc. (or its successor), a subsidiary of Travelport Ltd., for thirty-six (36) months at active employee rates, in accordance with and subject to the Company’s normal payroll practices, as in effect on the date of termination terms of Executive’s employment, for twelve months after this Agreement and the date of such termination; provided, that the aggregate amount described in this clause (C) shall be reduced by the present value of any other cash severance benefits payable to Executive under any other severance plans, programs or arrangements of the Company or its affiliatesGeneral Release;
(D) continued coverage under the Company’s group health, life and disability plans until the earlier of (i) twelve months from subject to Executive’s date execution, delivery and non-revocation of the General Release within forty-five (45) days following termination of employment with the Company and (ii) the date such Executive receives comparable coverage (determinedemployment, to the extent practicable, on a coveragevesting of any equity-by-coverage and benefit-by-benefit basis) under health, life and disability plans of another employer; and
(E) the rights of the based awards then held by Executive with respect to any equity the Company or equity-its affiliates as, and to the extent, described in the definitive documentation related awards (if any) which shall be governed by the applicable terms of the related plan or award agreement.
(iv) If to such awards. Following Executive’s termination of employment is terminated by the Company without Cause (other than by reason of Executive’s death or Disability) or if Executive resigns by Executive’s resignation as a result of a Constructive Termination and such termination or resignation occurs within 90 days before or 12 months after a Change Termination, except as set forth in Control (as defined belowthis Section 8(c)(iii), Executive shall be entitled have no further rights to receive the amounts set forth in clauses (A), (B), (C), (D) and (E) in paragraph 7(c)(iii) above; provided that (x) the severance amount in clause (C) above shall be equal to 1.5 times the sum of Executive’s annual Base Salary plus Executive’s Target Annual Bonus for the year of such termination and such amount shall be payable over eighteen months after the date of such termination, and (y) the number of months of continued coverage any compensation or any other benefits under benefit plans of the Company described in clause (D)(i) above shall be eighteen.
(v) For purposes of this Agreement, “Change in Control” means (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are defined in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934) other than a sale or disposition where Blackstone (as defined below) retains all or substantially all of the.
Appears in 1 contract
