Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply. (a) If Executive’s employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his Base Salary; provided that if employment terminates by reason of Executive’s death or disability, then such salary shall be paid only to the extent the Company has available “key man” life, disability or similar insurance relating to the death or disability of Executive; (b) Upon a Change in Control of the Company whether or not Executive’s employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to his Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule; (c) If Executive’s employment by LTC terminates for any reason, except for LTC’s termination of Executive’s employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; provided, however, in the event Executive’s employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, except to the extent required by law; (d) In the event that Executive’s employment terminates by reason of his death, all benefits provided in this Section 6 shall be paid to his estate or as his executor shall direct, but payment may be deferred until Executive’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s jurisdiction of residence at the time of his death; (e) LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of termination of Executive’s employment or consummation of a Change in Control of the Company, as applicable; (f) Notwithstanding the foregoing, LTC shall have no liability under this Section if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;
Appears in 2 contracts
Samples: Employment Agreement (LTC Properties Inc), Employment Agreement (LTC Properties Inc)
Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC the Company for any reason at any time. In the event of such termination, the below provisions of this Section 6 6(a) shall apply, and in the event of a Change in of Control, whether or not Executive’s employment is terminated thereby, the provisions of Section 6(b) shall apply.
(a) If Executive’s employment by LTC the Company terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of then the Company, then LTC Company shall pay Executive a lump sum severance payment in cash equal to his the greater of (A) the amount equal to twelve (12) months of the Executive’s Base SalarySalary at the time of such termination, or (B) the amount equal to the Executive’s Base Salary for the remainder of the term as if this Agreement had not been terminated; provided that if employment terminates by reason of Executive’s death or disability, then such salary Executive (or Executive’s estate, if applicable) shall be paid only receive a one time payment equal to the extent amount of Base Salary owed for the Company has available “key man” life, disability or similar insurance relating to remainder of the death or disability of Executive;term as if this Agreement had not been terminated.
(b) Upon If the Executive’s employment is terminated by the Company for any reason within twenty four (24) months of a Change in Control of the Company whether other than as a result of a termination for Cause, or not Executive’s employment is terminated therebya voluntary resignation by Executive without a Good Reason, in lieu of then the severance payment described in Section 6(a) above, LTC Company shall pay Executive a lump sum one time severance payment in cash equal to his the greater of (A) the amount equal to eighteen (18) months Base Salary, and all stock options and/or restricted stock or (B) the amount equal to the Executive’s Base Salary for the remainder of the term as if this Agreement had not been terminated; provided that if employment terminates by reason of Executive’s death or disability, then Executive (or Executive’s estate, if applicable) shall automatically vest concurrently upon receive a Change in Controlone time payment equal to the amount of Base Salary owed for the remainder of the term as if this Agreement had not been terminated. If the Executive is paid under this Section 6(b), notwithstanding any prior existing vesting schedule;then the Executive shall not receive payments under Section 6(a).
(c) If Executive’s employment by LTC the Company terminates for any reason, except for LTCthe Company’s termination of Executive’s employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC the Company shall offer to Executive the opportunity to participate at Company expense in all Company-provided medical and dental plans provided by the Company to its executive officers to the extent Executive elects and remains eligible for coverage under COBRA and the remainder of the term of this Agreement. To the extent that the Company cannot provide, for a maximum period of eighteen (18) months at Company expense; providedlegal reason or any other matter, however, in the event Executive’s employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given with the opportunity to participate in any of such medical and dental plansplans (at Company expense) for the remainder of the term of this Agreement, except then in such event the Company shall pay to Executive in cash an amount equal to the extent required by law;fair market value of the benefits to be provided pursuant to this Section 6(c).
(d) In the event that Executive’s employment terminates by reason of his death, all benefits provided in this Section 6 shall be paid to his estate or as his executor shall direct, but payment may be deferred until Executive’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s jurisdiction of residence at the time of his death;
(e) LTC The Company shall make all payments pursuant to the foregoing subsections (a) through (dc) within seven (7) days following concurrently with the date of termination of Executive’s employment or consummation of a Change in Control of the Company, as applicable;. Any such termination payments payable hereunder shall be considered as part-consideration for the non-compete covenant provided by Executive in Section 7 below.
(fe) Notwithstanding the foregoing, LTC The Company shall have no liability under this Section 6 if Executive’s employment pursuant to this Agreement is terminated by LTC the Company for Cause or by Executive without a Good Reason; provided, however, that if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;.
Appears in 2 contracts
Samples: Employment Agreement (Widepoint Corp), Employment Agreement (Widepoint Corp)
Certain Benefits Upon Termination. Executive’s 's employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s 's death or permanent disability; or (iii) upon the termination of Executive’s 's employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s 's employment is terminated thereby, Section 6(b) shall apply.
(a) If Executive’s 's employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his Base Salary; provided that if employment terminates by reason of Executive’s 's death or disability, then such salary shall be paid only to the extent the Company has available “"key man” " life, disability or similar insurance relating to the death or disability of Executive;
(b) Upon a Change in Control of the Company whether or not Executive’s 's employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to two times his Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule;
(c) If Executive’s 's employment by LTC terminates for any reason, except for LTC’s 's termination of Executive’s 's employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; provided, however, in the event Executive’s 's employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, except to the extent required by law;
(d) In the event that Executive’s 's employment terminates by reason of his death, all benefits provided in this Section 6 shall be paid to his estate or as his executor shall direct, but payment may be deferred until Executive’s 's executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s 's jurisdiction of residence at the time of his death;
(e) LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of termination of Executive’s 's employment or consummation of a Change in Control of the Company, as applicable;
(f) Notwithstanding the foregoing, LTC shall have no liability under this Section if Executive’s 's employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s 's employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s 's employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s 's entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;
Appears in 2 contracts
Samples: Employment Agreement (LTC Properties Inc), Employment Agreement (LTC Properties Inc)
Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in of Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.
(a) If Executive’s employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his two times her Base Salary; , provided that if employment terminates by reason of Executive’s death or disability, then such salary shall be paid only to the extent the Company has available “key man” life, disability or similar insurance relating to the death or disability of Executive;.
(b) Upon a Change in Control of the Company whether or not Executive’s employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum one time severance payment in cash equal to his Base SalaryThree Million Dollars ($3,000,000), and all stock options and/or restricted stock shall automatically vest become exercisable. All restrictions on stock awarded to Executive, other than the Prior RSA’s and the 2007 RSA shares pursuant to Section 4(e) hereof, shall automatically lapse concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule;
(c) If Executive’s employment by LTC terminates for any reason, except for LTC’s termination of Executive’s employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; provided, however, in the event Executive’s employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, except to the extent required by law;
(d) In the event that Executive’s employment terminates by reason of his death, all benefits provided in this Section 6 shall be paid to his estate or as his executor shall direct, but payment may be deferred until Executive’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s jurisdiction of residence at the time of his death;
(e) LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of termination of Executive’s employment or consummation of a Change in Control of the Company, as applicable;
(f) Notwithstanding the foregoing, LTC shall have no liability under this Section if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that no Change of Control or payment of the aforesaid severance payment shall (i) terminate or reduce Executive’s Health Care Benefits as set forth in Section 4(c) hereof which shall remain in full force and effect, and (ii) if Executive’s employment pursuant to this Agreement is not terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of connection with such Change of Control;, restrictions on the Prior RSA’s and the 2007 RSA shares awarded under Section 4(e) hereof shall remain in full force and effect and shall not lapse until Executive’s employment is terminated as provided in such Section 4(e).
Appears in 2 contracts
Samples: Employment Agreement (LTC Properties Inc), Employment Agreement (LTC Properties Inc)
Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; , or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and and, in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b6(e) shall apply.
(a) If Executive’s employment by LTC is terminated by LTC at any time without Cause, or if Executive terminates his employment for Good Reason, unless the termination is due to a Change of Control and all required payments are made to Executive thereunder, the Provisions of Section 6(e) shall remain in full force and effect until the earlier of (i) a Change of Control and all required payments to Executive thereunder, and (ii) four (4) years from the effective date of termination.
(b) If Executive voluntarily terminates his employment without Good Reason, (i) LTC shall have no obligation to pay Executive any salary other than accrued and unpaid salary and accrued vacation pay; (ii) Executive will no longer be subject to any Change of Control provision; and, (iii) Executive’s Health Insurance Benefits as set forth in Section 4(c) of this Agreement shall survive such termination, and the restrictions on Executive’s Prior RSA’s shall lapse as set forth in Section 4(f) of this Agreement.
(c) If Executive’s employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to four times his Base Salary; provided that if employment terminates by reason of Executive’s death or disability, then such salary shall be paid only to the extent the Company has available “key man” life, disability or similar insurance relating to the death or disability of Executive;.
(bd) In the event the Company nominates Executive to a proposed slate of Directors and recommends his election, but Executive is not elected, the terms and provisions of this Agreement shall remain in full force and effect; provided, however, Executive’s position and title shall be changed to Senior Advisor/Consultant to the Chief Executive Officer, but there shall be no reduction in his compensation or benefits.
(e) Upon a Change in Control of the Company Company, whether or not Executive’s employment is terminated thereby, in lieu of the severance payment described in Section 6(a(i) above, LTC shall pay Executive a lump sum severance payment in cash equal to his Base SalaryFive Million Dollars ($5,000,000), and (ii) all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Controlbecome exercisable, notwithstanding any prior existing vesting schedule;
(c) If Executive’s employment by LTC terminates for any reasonshall be terminated, except for LTCand as provided in Section 4(f) hereof, restrictions on all Prior RSA’s termination of Executive’s employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expenseautomatically lapse concurrently upon such termination; provided, however, in the event Executive’s employment by LTC terminated upon a Change Health Care Benefits and the Health Insurance Buyout Right under Section 4 shall remain in Control of the Company, then Executive full force and effect and shall not be given the opportunity to participate in any of survive such medical and dental plans, except to the extent required by law;
(d) In the event that Executive’s employment terminates by reason of his death, all benefits provided in this Section 6 shall be paid to his estate or as his executor shall direct, but payment may be deferred until Executive’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s jurisdiction of residence at the time of his death;
(e) LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of termination of Executive’s employment or consummation of a Change in Control of the Company, as applicable;
(f) Notwithstanding the foregoing, LTC shall have no liability under this Section if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;termination.
Appears in 2 contracts
Samples: Employment Agreement (LTC Properties Inc), Employment Agreement (LTC Properties Inc)
Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC the Company for any reason at any time. In the event of such termination, the below provisions of this Section 6 6(a) shall apply, and in the event of a Change in of Control, whether or not Executive’s employment is terminated thereby, the provisions of Section 6(b) shall apply.
(a) If Executive’s employment by LTC the Company terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of then the Company, then LTC Company shall pay Executive a lump sum severance payment in cash equal to his the greater of (y) the amount equal to eighteen (18) months Base SalarySalary or (z) the amount equal to Executive’s Base Salary for the remainder of the term as if this Agreement had not been terminated; provided that if employment terminates by reason of Executive’s death or disability, then such salary Executive (or Executive’s estate, if applicable) shall be paid only receive a one time payment equal to the extent amount of Base Salary owed for the Company has available “key man” life, disability or similar insurance relating to remainder of the death or disability of Executive;term as if this Agreement had not been terminated.
(b) Upon If Executive’s employment is terminated by the Company for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, within twenty four (24) months of a Change in Control of the Company, the Company whether or not Executive’s employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum one time severance payment in cash equal to his the greater of (y) the amount equal to eighteen (18) months Base Salary, and all stock options and/or restricted stock or (z) the amount equal to Executive’s Base Salary for the remainder of the term as if this Agreement had not been terminated; provided that if employment terminates by reason of Executive’s death or disability, then Executive (or Executive’s estate, if applicable) shall automatically vest concurrently upon receive a Change in Control, notwithstanding any prior existing vesting schedule;one time payment equal to the amount of Base Salary owed for the remainder of the term as if this Agreement had not been terminated.
(c) If Executive’s employment by LTC the Company terminates for any reason, except for LTCthe Company’s termination of Executive’s employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC the Company shall offer to Executive the opportunity to participate at Company expense in all Company-provided medical and dental plans provided by the Company to its executive officers to the extent Executive elects and remains eligible for coverage under COBRA and the remainder of the term of this Agreement. To the extent that the Company cannot provide, for a maximum period of eighteen (18) months at Company expense; providedlegal reason or any other matter, however, in the event Executive’s employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given with the opportunity to participate in any of such medical and dental plansplans (at Company expense), except the Company shall pay to Executive in cash an amount equal to the extent required by law;fair market value of the benefits to be provided pursuant to this Section 6(c).
(d) In the event that Executive’s employment terminates by reason of his death, all benefits provided in this Section 6 shall be paid to his estate or as his executor shall direct, but payment may be deferred until Executive’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s jurisdiction of residence at the time of his death;
(e) LTC The Company shall make all payments pursuant to the foregoing subsections (a) through (db) within seven (7) days following concurrently with the date of termination of Executive’s employment or consummation of a Change in Control of the Company, as applicable;. Any such termination payments payable hereunder shall be considered as part-consideration for the non-compete covenant provided by Executive in Section 7 below.
(fe) Notwithstanding the foregoing, LTC The Company shall have no liability under this Section 6 if Executive’s employment pursuant to this Agreement is terminated by LTC the Company for Cause or by Executive without a Good Reason; provided, however, that if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;.
Appears in 2 contracts
Samples: Employment Agreement (ProPhase Labs, Inc.), Employment Agreement (ProPhase Labs, Inc.)
Certain Benefits Upon Termination. Executive’s 's employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s 's death or permanent disability; , or (iii) upon the termination of Executive’s 's employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.
(a) a. If Executive’s 's employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to four times his Base Salary; provided that if employment terminates by reason of Executive’s 's death or disability, then such salary shall be paid only to the extent the Company has available “"key man” " life, disability or similar insurance relating to the death or disability of Executive;.
(b) b. Upon a Change in Control of the Company whether or not Executive’s 's employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to his Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule$5.0 million;
(c) c. If Executive’s 's employment by LTC terminates for any reason, except for LTC’s 's termination of Executive’s 's employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; provided, however, in the event Executive’s 's employment by LTC terminated terminates upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, plans except to the extent required by law;.
(d) d. In the event that Executive’s 's employment terminates by reason of his death, all benefits provided in this Section 6 shall be paid to his estate or as his executor shall direct, but payment may be deferred until Executive’s 's executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s 's jurisdiction of residence at the time of his death;.
(e) e. LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of termination of Executive’s 's employment or consummation of a Change in Control of the Company, as applicable;.
(f) Notwithstanding the foregoing, f. LTC shall have no liability under this Section if Executive’s 's employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s 's employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s 's employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s 's entitlement to the lump sum severance payment described in Section 6(b) ), above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;.
Appears in 1 contract
Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.
(a) If Executive’s employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his her Base Salary; provided that if employment terminates by reason of Executive’s death or disability, then such salary shall be paid only to the extent the Company has available “key man” life, disability or similar insurance relating to the death or disability of Executive;
(b) Upon a Change in Control of the Company whether or not Executive’s employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to his her Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule;
(c) If Executive’s employment by LTC terminates for any reason, except for LTC’s termination of Executive’s employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; provided, however, in the event Executive’s employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, except to the extent required by law;
(d) In the event that Executive’s employment terminates by reason of his her death, all benefits provided in this Section 6 shall be paid to his her estate or as his her executor shall direct, but payment may be deferred until Executive’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s jurisdiction of residence at the time of his her death;
(e) LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of termination of Executive’s employment or consummation of a Change in Control of the Company, as applicable;
(f) Notwithstanding the foregoing, LTC shall have no liability under this Section if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;
Appears in 1 contract
Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.
(a) If Executive’s 's employment by LTC ALC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his Base Salary; provided that if employment terminates including by reason of Executive’s death or disability, then such salary shall be paid only to the extent the Company has available “key man” life, disability or similar insurance relating to the death or disability of Executive;
(b) Upon a Change in Control of the Company whether or not Executive’s employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to his Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule;
(c) If Executive’s employment by LTC terminates for any reasonPermanent Disability), except for LTC’s a termination of Executive’s employment for Cause or a voluntary resignation by Executive without a Good ReasonReason or pursuant to SECTION 2(A)(III) or 2(B)(IV), LTC and SECTION 6(B) is inapplicable to such termination, then ALC shall pay Executive a lump sum severance payment (the "SEVERANCE PAYMENT") equal to four times Executive's Base Salary.
(b) If within one (1) year after a Change in Control of the Company, Executive gives notice of termination of employment for any reason, gives notice of non-renewal, or Executive otherwise terminates employment (other than due to Executive's death or Permanent Disability) or is terminated by the Company without Cause, ALC shall pay Executive a Severance Payment in cash equal to $3 million. In the event of a Change in Control and Executive dies or becomes Permanently Disabled within one year after such Change in Control, then the Severance Payment shall be equal to four times Executive's Base Salary.
(c) Company shall offer to Executive the opportunity to participate in all whatever Company-provided medical and dental plans to exist as of the extent Executive elects and remains eligible for coverage under COBRA and date of termination from that date for a maximum period of eighteen three (183) months at Company expenseyears commencing Executive's date of termination, if such plans permit such participation; provided, however, in the event Executive’s employment by LTC terminated upon there is a Change in Control of the CompanyCompany and Executive's employment terminates, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, plans except to the extent required as may otherwise be provided by law;.
(d) In the event either (a) or (b) above occurs, (i) ALC shall pay all accrued but unpaid or unused vacation, sick pay and expense reimbursement benefit, (ii) all restrictions on Executive's restricted stock shall lapse, (iii) the exercisability of all stock options held by Executive shall accelerate and (iv) all other benefits shall vest (unless a plan governs vesting, such as the deferred compensation plan, in which event the plan's terms and conditions shall govern vesting).
(e) In the event that Executive’s 's employment terminates by reason of his Executive's death, all benefits provided in this Section SECTION 6 shall be paid to his Executive's estate or as his Executive's executor shall direct, but payment may be deferred until Executive’s 's executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s 's jurisdiction of residence at the time of his Executive's death;.
(ef) LTC Company shall make all cash payments pursuant to the foregoing subsections which Executive is entitled hereunder within thirty (a) through (d) within seven (730) days following the date of termination of Executive’s 's employment or consummation of a Change in Control of the Companyearlier, as applicable;if required by applicable law.
(fg) Notwithstanding In the foregoing, LTC shall have no liability under event Executive has provided notice to the Company of his intent to terminate or not renew this Section if Executive’s employment Agreement pursuant to SECTION 2(A)(III) OR 2(B)(IV) or Company has provided written notice to the Executive of its intent not to renew this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;SECTION 2(B)(V):
Appears in 1 contract
Samples: Employment Agreement (Assisted Living Concepts Inc)
Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC the Company for any reason at any time. In the event of such termination, the below provisions of this Section 6 6(a) shall apply, and in the event of a Change in of Control, whether or not Executive’s employment is terminated thereby, the provisions of Section 6(b) shall apply.
(a) If Executive’s employment by LTC the Company terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of then the Company, then LTC Company shall pay Executive a lump sum severance payment in cash equal to his the greater of (y) the amount equal to eighteen (18) months of Base Salary plus $50,000, or (z) the amount equal to the Executive’s Base Salary, plus any amounts owed to Executive under Section 4(c) above, for the remainder of the term as if this Agreement had not been terminated; provided that if employment terminates by reason of Executive’s death or disability, then such salary Executive (or Executive’s estate, if applicable) shall be paid only receive a one time payment equal to the extent amount of Base Salary owed for the Company has available “key man” life, disability or similar insurance relating to remainder of the death or disability of Executive;term as if this Agreement had not been terminated.
(b) Upon If the Executive’s employment is terminated by the Company for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, within twenty four (24) months of a Change in Control of the Company, the Company whether or not Executive’s employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum one time severance payment in cash equal to his the greater of (y) the amount equal to eighteen (18) months of Base Salary plus $50,000, or (z) the amount equal to the Executive’s Base Salary, and all stock options and/or restricted stock plus any amounts owed to Executive under Section 4(c) above, for the remainder of the term as if this Agreement had not been terminated; provided that if employment terminates by reason of Executive’s death or disability, then Executive (or Executive’s estate, if applicable) shall automatically vest concurrently upon receive a Change in Control, notwithstanding any prior existing vesting schedule;one time payment equal to the amount of Base Salary owed for the remainder of the term as if this Agreement had not been terminated.
(c) If Executive’s employment by LTC the Company terminates for any reason, except for LTCthe Company’s termination of Executive’s employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC the Company shall offer to Executive the opportunity to participate at Company expense in all Company-provided medical and dental plans provided by the Company to its executive officers to the extent Executive elects and remains eligible for coverage under COBRA and the remainder of the term of this Agreement. To the extent that the Company cannot provide, for a maximum period of eighteen (18) months at Company expense; providedlegal reason or any other matter, however, in the event Executive’s employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given with the opportunity to participate in any of such medical and dental plansplans (at Company expense), except the Company shall pay to Executive in cash an amount equal to the extent required by law;fair market value of the benefits to be provided pursuant to this Section 6(c).
(d) In the event that Executive’s employment terminates by reason of his death, all benefits provided in this Section 6 shall be paid to his estate or as his executor shall direct, but payment may be deferred until Executive’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s jurisdiction of residence at the time of his death;
(e) LTC The Company shall make all payments pursuant to the foregoing subsections (a) through (db) within seven (7) days following concurrently with the date of termination of Executive’s employment or consummation of a Change in Control of the Company, as applicable;. Any such termination payments payable hereunder shall be considered as part-consideration for the non-compete covenant provided by Executive in Section 7 below.
(fe) Notwithstanding the foregoing, LTC The Company shall have no liability under this Section 6 if Executive’s employment pursuant to this Agreement is terminated by LTC the Company for Cause or by Executive without a Good Reason; provided, however, that if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;.
Appears in 1 contract
Samples: Employment Agreement (Quigley Corp)
Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change of Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.
(a) If Executive’s employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his two times her Base Salary; provided that if employment terminates by reason of Executive’s death or disability, then such salary shall be paid only to the extent the Company has available “key man” life, disability or similar insurance relating to the death or disability of Executive;
(b) Upon a Change in Control of the Company whether or not Executive’s employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to his Base Salary$3.0 million, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule;
(c) If Executive’s employment by LTC terminates for any reason, except for LTC’s termination of Executive’s employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; provided, however, in the event Executive’s employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, except to the extent required by law;
(d) In the event that Executive’s employment terminates by reason of his her death, all benefits provided in this Section 6 shall be paid to his her estate or as his her executor shall direct, but payment may be deferred until Executive’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s jurisdiction of residence at the time of his her death;
(e) LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of termination of Executive’s employment or consummation of a Change in Control of the Company, as applicable;
(f) Notwithstanding the foregoing, LTC shall have no liability under this Section if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;
Appears in 1 contract
Certain Benefits Upon Termination. Executive’s 's employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s 's death or permanent disability; , or (iii) upon the termination of Executive’s 's employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.
(a) a. If Executive’s 's employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to two times his Base Salary; provided that if employment terminates by reason of Executive’s 's death or disability, then such salary shall be paid only to the extent the Company has available “"key man” " life, disability or similar insurance relating to the death or disability of Executive;.
(b) b. Upon a Change in Control of the Company whether or not Executive’s 's employment is terminated therebyterminated, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to his Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule$1.0 million;
(c) c. If Executive’s 's employment by LTC terminates for any reason, except for LTC’s 's termination of Executive’s 's employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; provided, however, in the event Executive’s 's employment by LTC terminated terminates upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, plans except to the extent required by law;.
(d) d. In the event that Executive’s 's employment terminates by reason of his death, all benefits provided in this Section 6 shall be paid to his estate or as his executor shall direct, but payment may be deferred until Executive’s 's executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s 's jurisdiction of residence at the time of his death;.
(e) e. LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of termination of Executive’s 's employment or consummation of a Change in Control of the Company, as applicable;.
(f) f. Notwithstanding the foregoing, LTC shall have no liability under this Section if Executive’s 's employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s 's employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s 's employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s 's entitlement to the lump sum severance payment described in Section 6(b) ), above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;.
Appears in 1 contract
Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC the Company for any reason at any time. In the event of such termination, the below provisions of this Section 6 6(a) shall apply, and in the event of a Change in of Control, whether or not Executive’s employment is terminated thereby, the provisions of Section 6(b) shall apply.
(a) If Executive’s employment by LTC the Company terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of then the Company, then LTC Company shall pay Executive a lump sum severance payment in cash equal to his the greater of (y) the amount equal to eighteen (18) months Base SalarySalary or (z) the amount equal to the Executive’s Base Salary for the remainder of the term as if this Agreement had not been terminated; provided that if employment terminates by reason of Executive’s death or disability, then such salary Executive (or Executive’s estate, if applicable) shall be paid only receive a one time payment equal to the extent amount of Base Salary owed for the Company has available “key man” life, disability or similar insurance relating to remainder of the death or disability of Executive;term as if this Agreement had not been terminated.
(b) Upon If the Executive’s employment is terminated by the Company for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, within twenty four (24) months of a Change in Control of the Company, the Company whether or not Executive’s employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum one time severance payment in cash equal to his the greater of (y) the amount equal to eighteen (18) months Base Salary, and all stock options and/or restricted stock or (z) the amount equal to the Executive’s Base Salary for the remainder of the term as if this Agreement had not been terminated; provided that if employment terminates by reason of Executive’s death or disability, then Executive (or Executive’s estate, if applicable) shall automatically vest concurrently upon receive a Change in Control, notwithstanding any prior existing vesting schedule;one time payment equal to the amount of Base Salary owed for the remainder of the term as if this Agreement had not been terminated.
(c) If Executive’s employment by LTC the Company terminates for any reason, except for LTCthe Company’s termination of Executive’s employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC the Company shall offer to Executive the opportunity to participate at Company expense in all Company-provided medical and dental plans provided by the Company to its executive officers to the extent Executive elects and remains eligible for coverage under COBRA and the remainder of the term of this Agreement. To the extent that the Company cannot provide, for a maximum period of eighteen (18) months at Company expense; providedlegal reason or any other matter, however, in the event Executive’s employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given with the opportunity to participate in any of such medical and dental plansplans (at Company expense), except the Company shall pay to Executive in cash an amount equal to the extent required by law;fair market value of the benefits to be provided pursuant to this Section 6(c).
(d) In the event that Executive’s employment terminates by reason of his death, all benefits provided in this Section 6 shall be paid to his estate or as his executor shall direct, but payment may be deferred until Executive’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s jurisdiction of residence at the time of his death;
(e) LTC The Company shall make all payments pursuant to the foregoing subsections (a) through (db) within seven (7) days following concurrently with the date of termination of Executive’s employment or consummation of a Change in Control of the Company, as applicable;. Any such termination payments payable hereunder shall be considered as part-consideration for the non-compete covenant provided by Executive in Section 7 below.
(fe) Notwithstanding the foregoing, LTC The Company shall have no liability under this Section 6 if Executive’s employment pursuant to this Agreement is terminated by LTC the Company for Cause or by Executive without a Good Reason; provided, however, that if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;.
Appears in 1 contract
Samples: Employment Agreement (Quigley Corp)
Certain Benefits Upon Termination. Executive’s 's employment shall be --------------------------------- terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s 's death or permanent disability; or (iii) upon the termination of Executive’s 's employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.
(a) If Executive’s 's employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to one times his Base Salary; provided that if employment terminates by reason of Executive’s 's death or disability, then such salary shall be paid only to the extent the Company has available “"key man” " life, disability or similar insurance relating to the death or disability of Executive;
(b) Upon a Change in Control of the Company whether or not Executive’s 's employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to two times his Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule;
(c) If Executive’s 's employment by LTC terminates for any reason, except for LTC’s 's termination of Executive’s 's employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; provided, however, in the event Executive’s 's employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, except to the extent required by law;
(d) In the event that Executive’s 's employment terminates by reason of his death, all benefits provided in this Section 6 shall be paid to his estate or as his executor shall direct, but payment may be deferred until Executive’s 's executor or personal representative representatives has been appointed and qualified pursuant to the laws in effect in Executive’s 's jurisdiction of residence at the time of his death;
(e) LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of termination of Executive’s 's employment or consummation of a Change in Control of the Company, as applicable;
(f) Notwithstanding the foregoing, LTC shall have no liability under this Section if Executive’s 's employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s 's employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s 's employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s 's entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;
Appears in 1 contract
Certain Benefits Upon Termination. Executive’s 's employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s 's death or permanent disability; or (iii) upon the termination of Executive’s 's employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s 's employment is terminated thereby, Section 6(b) shall apply.
(a) If Executive’s 's employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his her Base Salary; provided that if employment terminates by reason of Executive’s 's death or disability, then such salary shall be paid only to the extent the Company has available “"key man” " life, disability or similar insurance relating to the death or disability of Executive;
(b) Upon a Change in Control of the Company whether or not Executive’s 's employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to his two times her Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule;
(c) If Executive’s 's employment by LTC terminates for any reason, except for LTC’s 's termination of Executive’s 's employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; provided, however, in the event Executive’s 's employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, except to the extent required by law;
(d) In the event that Executive’s 's employment terminates by reason of his her death, all benefits provided in this Section 6 shall be paid to his her estate or as his her executor shall direct, but payment may be deferred until Executive’s 's executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s 's jurisdiction of residence at the time of his her death;
(e) LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of termination of Executive’s 's employment or consummation of a Change in Control of the Company, as applicable;
(f) Notwithstanding the foregoing, LTC shall have no liability under this Section if Executive’s 's employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s 's employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s 's employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s 's entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;
Appears in 1 contract
Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Control and Executive’s employment is terminated therebythereby or within a year after a Change in Control, Employee voluntarily resigns with Good Reason, Section 6(b) shall apply.
(a) If Executive’s employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his her Base Salary; provided that if employment terminates by reason of Executive’s death or disability, then such salary shall be paid only to the extent the Company has available “key man” life, disability or similar insurance relating to the death or disability of Executive;
(b) Upon a Change in Control of the Company whether or not Executive’s employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to his two times her Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule;
(c) If Executive’s employment by LTC terminates for any reason, except for LTC’s termination of Executive’s employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; provided, however, in the event Executive’s employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, except to the extent required by law;
(d) In the event that Executive’s employment terminates by reason of his her death, all benefits provided in this Section 6 shall be paid to his her estate or as his her executor shall direct, but payment may be deferred until Executive’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s jurisdiction of residence at the time of his her death;
(e) LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of termination of Executive’s employment or consummation of a Change in Control of the Company, as applicable;
(f) Notwithstanding the foregoing, LTC shall have no liability under this Section if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;
Appears in 1 contract
Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.
(a) If Executive’s employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his Base Salary; provided that if employment terminates by reason of Executive’s death or disability, then such salary shall be paid only to the extent the Company has available “key man” life, disability or similar insurance relating to the death or disability of Executive;
(b) Upon a Change in Control of the Company whether or not Executive’s employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to his Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule;
(c) If Executive’s employment by LTC terminates for any reason, except for LTC’s termination of Executive’s employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; provided, however, in the event Executive’s employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, except to the extent required by law;
(d) In the event that ExecutiveEmployee’s employment terminates by reason of death, or Permanent Disability, the Company shall pay to Employee an amount equal to the sum of (i) Employee’s accrued but unpaid Base Salary up to the Date of Termination, and (ii) if, as, and when payable under such plan(s), an amount equal to Employee’s bonus under any bonus plan then in effect for the then current fiscal year, to the extent the Employee would have qualified for said bonus as of the Date of Termination, on a pro rata basis as of the Date of Termination.
(b) If the Company terminates Employee for Cause, the Company shall pay to Employee an amount equal to the Employee’s accrued but unpaid Base Salary up to the Date of Termination.
(c) If the Company terminates the Employee without cause, or if Employee terminates his employment pursuant to Section 10 (c), the Company shall pay the Employee the sum of (i) Employee’s accrued but unpaid Base Salary up to the Date of Termination, (ii) ) if, as, and when payable under such plan(s), and amount equal to Employee’s bonus(es) under any bonus(es) plan(s) then in effect for then current fiscal year, to the extent the Employee would have qualified for said bonus as of the Date of Termination, on a pro rata basis as of the Date of Termination, and (iii) an amount equal to one times Employee’s annual Base Salary.
(d) Notwithstanding any provision of this Section 11 to the contrary, in the event of a termination of employment due to death or Permanent Disability, twenty percent (20%) of the number of shares subject to unvested options granted under the Stock Option Plan or any other option plan of the Company or CFI (effective on the date hereof or in the future) on the Date of Termination shall vest and become exercisable, if applicable, in accordance with the terms of such plans and the option agreements pursuant to which the options were issued. 5
(e) Notwithstanding any provision of this Section 11 to the contrary, in the event of a termination by the Company without Cause, twenty percent (20%) of shares subject to unvested options granted under the Stock Option Plan or any other option plan of the Company or CFI (effective on the date hereof or in the future) on the Date of Termination shall vest and become exercisable, if applicable, in accordance with the terms of such plans and the option agreements pursuant to which the options were issued; provided, however, if during the Base Term, Employee is terminated without Cause and, within nine months thereafter, a Change in Control shall occur, one hundred percent (100%) of shares subject to unvested options granted under the Stock Option Plan or any other option plan of the Company or CFI (effective on the date hereof or in the future) on the Date of Termination shall vest and become exercisable in accordance with the terms of such plans and the option agreements pursuant to which the options were issued.
(f) Notwithstanding any provision of this Section 11, in the event Employee terminates employment under Section 10 (c), one hundred percent (100%) of shares subject to unvested options granted under the Stock Option Plan or any other option plan of the Company or CFI (effective on the date hereof or in the future) on the Date of Termination shall vest and become exercisable in accordance with the terms of such plans and the option agreements pursuant to which the options were issued.
(g) In addition to the payments, provided therein, the Company shall pay all accrued but unpaid or unused vacation and sick pay. In the event the Company terminates the Employee without cause, or if the Employee terminates his employment pursuant to Section 10(c), Company shall maintain Employee’s health insurance benefits then provided for a one year period following the Date of Termination or the expiration of the Employment Period, whichever is earlier.
(h) In the event that Employee’s employment terminates by reason of Employee’s death, all benefits provided in this Section 6 11 shall be paid to his Employee’s estate or as his Employee’s executor shall direct, but payment may be deferred until ExecutiveEmployee’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in ExecutiveEmployee’s jurisdiction of residence at the time of his Employee’s death;
. (ei) LTC Company shall make all cash payments pursuant to the foregoing subsections which Employee is entitled hereunder within thirty (a) through (d) within seven (730) days following the date Date of termination Termination of ExecutiveEmployee’s employment or consummation of a Change in Control of the Companyearlier, if required by applicable law except for bonus payments, which shall be due and payable if, as applicable;
(f) Notwithstanding and when payable by the foregoing, LTC shall have no liability under this Section if Executive’s employment pursuant Company to this Agreement is terminated other officers covered by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;plan.
Appears in 1 contract
Samples: Employment Agreement (Cheesecake Factory Incorporated)
Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Control and Executive’s employment is terminated therebythereby or within a year after a Change in Control, Employee voluntarily resigns with Good Reason, Section 6(b) shall apply.
(a) If Executive’s employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his Base Salary; provided that if employment terminates by reason of Executive’s death or disability, then such salary shall be paid only to the extent the Company has available “key man” life, disability or similar insurance relating to the death or disability of Executive;
(bi) Upon Prior to December 9, 2007 and upon a Change in Control of the Company whether or not and if Executive’s employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to his Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule or,
(ii) As of December 9, 2007, and upon a Change of Control of the Company and if Executive’s employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to two times his Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change of Control, notwithstanding any prior existing vesting schedule;.
(c) If Executive’s employment by LTC terminates for any reason, except for LTC’s termination of Executive’s employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; provided, however, in the event Executive’s employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, except to the extent required by law;
(d) In the event that Executive’s employment terminates by reason of his death, all benefits provided in this Section 6 shall be paid to his estate or as his executor shall direct, but payment may be deferred until Executive’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s jurisdiction of residence at the time of his death;
(e) LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of termination of Executive’s employment or consummation of a Change in Control of the Company, as applicable;
(f) Notwithstanding the foregoing, LTC shall have no liability under this Section if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;
Appears in 1 contract
Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.
(a) If Executive’s 's employment by LTC ALC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his Base Salary; provided that if employment terminates including by reason of Executive’s death or disability, then such salary shall be paid only to the extent the Company has available “key man” life, disability or similar insurance relating to the death or disability of Executive;
(b) Upon a Change in Control of the Company whether or not Executive’s employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to his Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule;
(c) If Executive’s employment by LTC terminates for any reasonPermanent Disability), except for LTC’s a termination of Executive’s employment for Cause or a voluntary resignation by Executive without a Good ReasonReason or pursuant to SECTION 2(a)(iii) or 2(b)(iv), LTC and SECTION 6(b) is inapplicable to such termination, then ALC shall pay Executive a lump sum severance payment (the "SEVERANCE PAYMENT") equal to four times Executive's Base Salary.
(b) If within one (1) year after a Change in Control of the Company, Executive gives notice of termination of employment for any reason, gives notice of non-renewal, or Executive otherwise terminates employment (other than due to Executive's death or Permanent Disability) or is terminated by the Company without Cause, ALC shall pay Executive a Severance Payment in cash equal to $4 million. In the event of a Change in Control and Executive dies or becomes Permanently Disabled within one year after such Change in Control, then the Severance Payment shall be equal to four times Executive's Base Salary.
(c) Company shall offer to Executive the opportunity to participate in all whatever Company-provided medical and dental plans to exist as of the extent Executive elects and remains eligible for coverage under COBRA and date of termination from that date for a maximum period of eighteen three (183) months at Company expenseyears commencing Executive's date of termination, if such plans permit such participation; provided, however, in the event Executive’s employment by LTC terminated upon there is a Change in Control of the CompanyCompany and Executive's employment terminates, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, plans except to the extent required as may otherwise be provided by law;.
(d) In the event either (a) or (b) above occurs, (i) ALC shall pay all accrued but unpaid or unused vacation, sick pay and expense reimbursement benefit, (ii) all restrictions on Executive's restricted stock shall lapse, (iii) the exercisability of all stock options held by Executive shall accelerate and (iv) all other benefits shall vest (unless a plan governs vesting, such as the deferred compensation plan, in which event the plan's terms and conditions shall govern vesting). In the event that Executive holds stock options covered by agreements that are affected by the provisions of SECTION 6(d)(iii), Company shall promptly take such steps as are necessary to effect the amendment of such agreements to reflect such provisions. Executive acknowledges that he has been advised by his own legal counsel as to the effect of such amendments on the status of any such options as "qualified" options under the Code, the tax effect on Executive of such amendment, and the ramifications for Executive of such amendments under Section 16 of the Securities Exchange Act of 1934 and the reporting and short-swing profit provisions thereof.
(e) In the event that Executive’s 's employment terminates by reason of his Executive's death, all benefits provided in this Section SECTION 6 shall be paid to his Executive's estate or as his Executive's executor shall direct, but payment may be deferred until Executive’s 's executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s 's jurisdiction of residence at the time of his Executive's death;.
(ef) LTC Company shall make all cash payments pursuant to the foregoing subsections which Executive is entitled hereunder within thirty (a) through (d) within seven (730) days following the date of termination of Executive’s 's employment or consummation of a Change in Control of the Companyearlier, as applicable;if required by applicable law.
(fg) Notwithstanding In the foregoing, LTC shall have no liability under event Executive has provided notice to the Company of his intent to terminate or not renew this Section if Executive’s employment Agreement pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to the lump sum severance payment described in Section 6(bSECTION 2(a)(iii) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;OR 2(b)(iv) or
Appears in 1 contract
Samples: Employment Agreement (Assisted Living Concepts Inc)
Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in of Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.
(a) If Executive’s employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his four times her Base Salary; , provided that if employment terminates by reason of Executive’s death or disability, then such salary shall be paid only to the extent the Company has available “key man” life, disability or similar insurance relating to the death or disability of Executive;.
(b) Upon a Change in Control of the Company whether or not Executive’s employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum one time severance payment in cash equal to his Base SalaryThree Million Dollars ($3,000,000), and all stock options and/or restricted stock shall automatically vest become exercisable. All restrictions on stock awarded to Executive, other than the Prior RSA’s and the 2007 RSA shares pursuant to Section 4(e) hereof, shall automatically lapse concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule;
(c) If Executive’s employment by LTC terminates for any reason, except for LTC’s termination of Executive’s employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; provided, however, in the event Executive’s employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, except to the extent required by law;
(d) In the event that Executive’s employment terminates by reason of his death, all benefits provided in this Section 6 shall be paid to his estate or as his executor shall direct, but payment may be deferred until Executive’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s jurisdiction of residence at the time of his death;
(e) LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of termination of Executive’s employment or consummation of a Change in Control of the Company, as applicable;
(f) Notwithstanding the foregoing, LTC shall have no liability under this Section if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that no Change of Control or payment of the aforesaid severance payment shall (i) terminate or reduce Executive’s Health Care Benefits as set forth in Section 4(c) hereof which shall remain in full force and effect, and (ii) if Executive’s employment pursuant to this Agreement is not terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of connection with such Change of Control;, restrictions on the Prior RSA’s and the 2007 RSA shares awarded under Section 4(e) hereof shall remain in full force and effect and shall not lapse until Executive’s employment is terminated as provided in such Section 4(e).
Appears in 1 contract
Certain Benefits Upon Termination. Executive’s 's employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s 's death or permanent disability; or (iii) upon the termination of Executive’s 's employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.
(a) If Executive’s 's employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his two times her Base Salary; provided PROVIDED that if employment terminates by reason of Executive’s 's death or disability, then such salary shall be paid only to the extent the Company has available “"key man” " life, disability or similar insurance relating to the death or disability of Executive;
(b) Upon a Change in Control of the Company whether or not Executive’s 's employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to his two times her Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule;
(c) If Executive’s 's employment by LTC terminates for any reason, except for LTC’s 's termination of Executive’s 's employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; providedPROVIDED, howeverHOWEVER, in the event Executive’s 's employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, except to the extent required by law;
(d) In the event that Executive’s 's employment terminates by reason of his her death, all benefits provided in this Section 6 shall be paid to his her estate or as his her executor shall direct, but payment may be deferred until Executive’s 's executor or personal representative representatives has been appointed and qualified pursuant to the laws in effect in Executive’s 's jurisdiction of residence at the time of his her death;
(e) LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of termination of Executive’s 's employment or consummation of a Change in Control of the Company, as applicable;
(f) Notwithstanding the foregoing, LTC shall have no liability under this Section if Executive’s 's employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s 's employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s 's employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s 's entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;
Appears in 1 contract
Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.
(a) If ExecutiveEmployee’s employment by LTC terminates the Company is terminated for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his Base Salary; provided that if employment terminates including by reason of Executive’s death or disability, then such salary shall be paid only to the extent the Company has available “key man” life, disability or similar insurance relating to the death or disability of Executive;
(b) Upon a Change in Control of the Company whether or not Executive’s employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to his Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule;
(c) If Executive’s employment by LTC terminates for any reasonPermanent Disability), except for LTC’s a termination of Executive’s employment for Cause or a voluntary resignation by Executive without Employee, and Section 12(b) is inapplicable to such termination, then the Company shall pay Employee a Good Reason, LTC shall offer lump sum severance payment (the “Severance Payment”) equal to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen three times Employee’s Base Salary.
(18b) If within 18 months at Company expense; provided, however, in the event Executive’s employment by LTC terminated upon after a Change in of Control of the Company, Employee gives notice of termination of employment for any reason, gives notice of nonrenewal, or Employee otherwise terminates employment (other than due to Employee’s death or Permanent Disability) or is terminated by the Company without Cause, (i) the Company shall pay Employee a Severance Payment in cash equal to $2 million, provided, however, that in the event of a Change of Control and Employee dies or becomes Permanently Disabled within 18 months after such Change of Control, then Executive the Severance Payment shall be equal to three times Employee’s Base Salary and, (iii) for 36 months (the “Continuation Period”) the Company shall at its expense continue on behalf of the Employee and his dependents and beneficiaries, the life insurance, disability, medical, dental and hospitalization benefits provided (x) to the Employee at any time during the 90-day period prior to the date of termination or at any time thereafter or (y) to other similarly situated executives who continue in the employ of the Company during the continuation period. The coverage and benefits (including deductibles and costs) provided in this Section 12(b) during the Continuation Period shall be no less favorable to the Employee and his dependents and beneficiaries, than the most favorable of such coverages and benefits during any of the periods referred to in clauses (x) and (y) above. The Company’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Employee obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Employee hereunder so long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Employee than the coverages and benefits required to be provided hereunder. This Section 12(b) shall not be given interpreted so as to limit any benefits to which the opportunity to participate in Employee, his dependents or beneficiaries may be entitled under any of such the Company’s employee benefit plans, programs or practices following the Employee’s termination of employment, including without limitation, retiree medical and dental planslife insurance benefits.
(c) In the event either (a) or (b) above occurs, except (i) in addition to the extent required by law;Severance Payment provided therein, the Company shall pay all accrued but unpaid salary and amounts due under the Company’s Performance Incentive Plan or any other bonus or incentive plan then in effect, and all accrued but unpaid or unused vacation, sick pay and expense reimbursement benefit, and (ii) all other benefits shall vest (unless a plan specifically provides vesting standards in which event the plan’s terms and conditions shall govern vesting).
(d) In the event that ExecutiveEmployee’s employment terminates by reason of his Employee’s death, all benefits provided in this Section 6 12 shall be paid to his Employee’s estate or as his Employee’s executor shall direct, but payment may be deferred until ExecutiveEmployee’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in ExecutiveEmployee’s jurisdiction of residence at the time of his Employee’s death;.
(e) LTC Company shall make all cash payments pursuant to the foregoing subsections which Employee is entitled hereunder within thirty (a) through (d) within seven (730) days following the date of termination of ExecutiveEmployee’s employment or consummation of a Change in Control of the Companyearlier, as applicable;if required by applicable law.
(f) Notwithstanding In the foregoing, LTC shall have no liability under event Employee has provided notice to the Company of his intent to terminate or not renew this Section if Executive’s employment Agreement pursuant to Section 2 or Company has provided written notice to the Employee of its intent not to renew this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;2:
Appears in 1 contract
Samples: Employment Agreement (Cheesecake Factory Incorporated)
Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; or (iii) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.
(a) If Executive’s employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his her Base Salary; provided that if employment terminates by reason of Executive’s death or disability, then such salary shall be paid only to the extent the Company has available “key man” life, disability or similar insurance relating to the death or disability of Executive;
(b) Upon a Change in Control of the Company whether or not Executive’s employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to his two times her Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule;
(c) If Executive’s employment by LTC terminates for any reason, except for LTC’s termination of Executive’s employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; provided, however, in the event Executive’s employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, except to the extent required by law;
(d) In the event that Executive’s employment terminates by reason of his her death, all benefits provided in this Section 6 shall be paid to his her estate or as his her executor shall direct, but payment may be deferred until Executive’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s jurisdiction of residence at the time of his her death;
(e) LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of termination of Executive’s employment or consummation of a Change in Control of the Company, as applicable;
(f) Notwithstanding the foregoing, LTC shall have no liability under this Section if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;
Appears in 1 contract
Certain Benefits Upon Termination. Executive’s employment shall be terminated upon the earlier earliest of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s death or permanent disability; (iii) the expiration of this Agreement without renewal as provided for in Section 2; or (iiiiv) upon the termination of Executive’s employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in ControlControl following which, whether or not within two (2) years thereafter, Executive’s employment is terminated thereby(other than for Cause) or Executive voluntarily resigns with Good Reason, Section 6(b) shall apply.
(a) If Executive’s employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) termination within two (2) years following a Change in Control of the Company, then all stock options, and/or restricted stock shall automatically vest concurrently upon such termination of employment, notwithstanding any prior existing vesting schedule and LTC (or its successor) shall pay Executive a lump sum severance payment equal to his Base Salary; provided that if employment terminates by reason of Executive’s death or disability, then such salary lump sum payment shall be paid only to the extent the Company (or its successor) has available “key man” life, disability or similar insurance relating to the death or disability of Executive;. LTC or its successor shall pay such lump sum payment within sixty (60) days of Executive’s termination of employment.
(b) Upon a Change in Control of In the Company whether or not event Executive’s employment is terminated thereby(by the Company other than for Cause or by the Executive with Good Reason) within two (2) years following a Change in Control, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to two times his Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Controlsuch termination of employment, notwithstanding any prior existing vesting schedule;. LTC shall make such lump sum payment (less required withholdings) within seven (7) days of Executive’s termination of employment.
(c) If Executive’s employment by LTC terminates for participation in any reasonother retirement and benefit plans and perquisites shall cease as of the Severance Date, except LTC shall pay premiums pursuant to COBRA for continuing coverage under LTC’s termination of health plans for Executive and his eligible dependents (as determined under LTC’s health plans), or, at Executive’s employment for Cause option (which shall be communicated by written notice to LTC prior to the month such election is to take effect), provide a separate cash 5 payment monthly equal to the amount of the COBRA premium until the earlier of (i) the eighteen-month anniversary (or, in the case of a Change of Control termination referred to in Section 6(b) above, the twenty-four month anniversary) of the last day of the month in which the Severance Date occurs or a voluntary resignation by (ii) the date the Executive without a Good Reason, LTC shall offer to Executive the opportunity becomes eligible to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period plan of eighteen (18) months at Company expenseanother employer; provided, however, in the event that LTC may cease making such payments with respect to any of Executive’s employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity eligible dependents as and when such dependent becomes eligible to participate in any a plan of another employer. Any cash payment due to Executive pursuant to this Section 6(c) shall be paid by LTC not later than the end of the month in which such medical and dental plans, except to the extent required by law;payment relates.
(d) In the event that Executive’s employment terminates by reason of his death, all benefits provided in this Section 6 subsections (a) and (b) shall be paid to his estate or as his executor shall direct, but payment may be deferred until Executive’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s jurisdiction of residence at the time of his death;.
(e) LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of termination of Executive’s employment or consummation of a Change in Control of the Company, as applicable;
(f) Notwithstanding the foregoing, LTC shall have no liability under Executive’s right to receive the severance payments described in this Section if Executive’s employment pursuant to this Agreement 6 shall be and is terminated by LTC for Cause or by Executive without conditioned upon his execution and delivery (and not revoking) a Good Reason; providedgeneral release in favor of LTC, however, that if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to be inconsistent with the lump sum severance payment described in Section 6(b) above or any terms of this Agreement, and such other rightsdocuments and instruments as are reasonably required by LTC, benefits or entitlements to each of which Executive may be entitled as a result of such Change of Control;shall deliver to LTC within twenty-one (21) days following the Severance Date.
Appears in 1 contract
Certain Benefits Upon Termination. (a) If the Executive’s 's employment is terminated by the Company without cause, or the Company is acquired or sold without Board of Directors' approval, or the manufacturing plant is relocated outside of 100 miles of its current location, or the position of Vice President, Operations is eliminated in the Company, or the duties substantially changed in the Company, then the Executive shall be entitled to the benefits provided below:
(i) the Company shall pay the Executive his full Base Salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given plus credit for any vacation earned but not taken and the amount, if any, of any bonus for a past fiscal year which has not yet been awarded or paid to the Executive;
(ii) in lieu of any further salary, bonuses or benefits payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay as severance to the Executive on the 30th day following the Date of Termination a lump sum amount equal to one year's Base Salary that would have been paid to the Executive had he not been terminated upon during the period commencing on the Date of Termination and ending on October 27, 2001; and
(iii) the Company shall maintain in full force and effect, for the Executive's continued benefit until the earlier of (iA) one calendar year or (B) the voluntary resignation Executive's commencement of full time employment with a new employer, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which the Executive with or without Good Reason; (ii) was entitled to participate immediately prior to the Date of Termination, provided that the Executive’s death or permanent disability; or (iii) upon 's continued participation is possible under the termination general terms and provisions of Executive’s employment by LTC for any reason at any timesuch plans and programs. In the event of that the Executive's participation in any such terminationplan or program is barred, the below provisions of this Section 6 Company shall apply, arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans and in programs.
(b) If the event of a Change in Control, whether or not Executive’s 's employment is terminated therebyfor Disability under Section 2(a)(ii), Section 6(b) then the Executive shall apply.be entitled to the benefits provided below:
(a) If Executive’s employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC Company shall pay the Executive his full Base Salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given plus credit for any vacation earned but not taken and the amount, if any, of any bonus for a lump sum severance payment equal to his Base Salary; provided that if employment terminates by reason of Executive’s death past fiscal year which has not yet been awarded or disability, then such salary shall be paid only to the extent the Company has available “key man” life, disability or similar insurance relating to the death or disability of Executive;
(bii) Upon a Change in Control of the Company whether or not Executive’s employment is terminated thereby, in lieu of any further salary, bonuses or benefits payments to the severance payment described in Section 6(a) aboveExecutive for periods subsequent to the Date of Termination, LTC the Company shall pay as severance pay to the Executive on the 30th day following the Date of Termination a lump sum severance payment in cash amount equal to his the Base SalarySalary that would have been paid to the Executive had he not been terminated during the period commencing on the Date of Termination and ending on the earlier of four months after the Date of Termination or October 27, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule;2001; and
(c) If the Executive’s 's employment is terminated for Cause, Disability under Section 2(a)(i), death or voluntary termination or resignation of employment by LTC terminates the Executive, the Executive shall be paid his full Base Salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given plus credit for any reasonvacation earned but not taken and the amount, except if any, of any bonus for LTC’s termination of Executive’s employment for Cause a past fiscal year which has not yet been awarded or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans paid to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; provided, however, in the event Executive’s employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, except to the extent required by law;.
(d) In the event that Executive’s employment terminates by reason Anything in subsections (a), (b) and (c) of his death, all benefits provided in this Section 6 to the contrary notwithstanding, the Company's obligations hereunder to make severance payments to the Executive and to make available other benefits upon termination of his employment shall be paid reduced to his estate the extent he receives payments or as his executor shall direct, but payment may be deferred until Executive’s executor or personal representative has been appointed and qualified benefits from SAT pursuant to the laws in effect in Executive’s jurisdiction of residence at the time of his death;
(e) LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of SAT Severance Agreement for such termination of Executive’s employment or consummation of a Change in Control of the Company, as applicable;
(f) Notwithstanding the foregoing, LTC shall have no liability under this Section if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;employment.
Appears in 1 contract
Samples: Severance Agreement (Lifepoint Inc)
Certain Benefits Upon Termination. (a) If the Executive’s 's employment is terminated by the Company without cause, or the Company is acquired or sold without Board of Directors' approval, or the Corporate headquarters are relocated outside of 100 miles of its current location, or the positions of Chief Executive Officer or President are eliminated in the Company, or the duties substantially changed in the Company, then the Executive shall be entitled to the benefits provided below:
(i) the Company shall pay the Executive her full Base Salary through the Date of Termination at the rate in effect at the time the Notice of Termination is given plus credit for any vacation earned but not taken and the amount, if any, of any bonus for a past fiscal year which has not yet been awarded or paid to the Executive;
(ii) in lieu of any further salary, bonuses or benefits payments to the Executive for periods subsequent to the Date of Termination, the Company shall pay as severance to the Executive on the 30th day following the Date of Termination a lump sum amount equal to one year's Base Salary that would have been paid to the Executive had he not been terminated upon during the period commencing on the Date of Termination and ending on October 27, 2001; and
(iii) the Company shall maintain in full force and effect, for the Executive's continued benefit until the earlier of (iA) one calendar year or (B) the voluntary resignation Executive's commencement of full time employment with a new employer, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which the Executive with or without Good Reason; (ii) was entitled to participate immediately prior to the Date of Termination, provided that the Executive’s death or permanent disability; or (iii) upon 's continued participation is possible under the termination general terms and provisions of Executive’s employment by LTC for any reason at any timesuch plans and programs. In the event of that the Executive's participation in any such terminationplan or program is barred, the below provisions of this Section 6 Company shall apply, arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall applyprograms.
(a) If Executive’s employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his Base Salary; provided that if employment terminates by reason of Executive’s death or disability, then such salary shall be paid only to the extent the Company has available “key man” life, disability or similar insurance relating to the death or disability of Executive;
(b) Upon a Change in Control of If the Company whether or not Executive’s 's employment is terminated therebyfor Disability under Section 2(a)(ii), in lieu of then the severance payment described in Section 6(a) above, LTC Executive shall pay Executive a lump sum severance payment in cash equal to his Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule;
(c) If Executive’s employment by LTC terminates for any reason, except for LTC’s termination of Executive’s employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans be entitled to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; provided, however, in the event Executive’s employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, except to the extent required by law;
(d) In the event that Executive’s employment terminates by reason of his death, all benefits provided in this Section 6 shall be paid to his estate or as his executor shall direct, but payment may be deferred until Executive’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s jurisdiction of residence at the time of his death;
(e) LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of termination of Executive’s employment or consummation of a Change in Control of the Company, as applicable;
(f) Notwithstanding the foregoing, LTC shall have no liability under this Section if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;below:
Appears in 1 contract
Samples: Severance Agreement (Lifepoint Inc)
Certain Benefits Upon Termination. Executive’s 's employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s 's death or permanent disability; or (iii) upon the termination of Executive’s 's employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Control and Executive’s 's employment is terminated therebythereby or within a year after a Change in Control, Employee voluntarily resigns with Good Reason, Section 6(b) shall apply.
(a) If Executive’s 's employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his Base Salary; provided that if employment terminates by reason of Executive’s 's death or disability, then such salary shall be paid only to the extent the Company has available “"key man” " life, disability or similar insurance relating to the death or disability of Executive;
(bi) Upon Prior to December 9, 2007 and upon a Change in Control of the Company whether or not and if Executive’s 's employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to his Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule or,
(ii) As of December 9, 2007, and upon a Change of Control of the Company and if Executive's employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to two times his Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change of Control, notwithstanding any prior existing vesting schedule;.
(c) If Executive’s 's employment by LTC terminates for any reason, except for LTC’s 's termination of Executive’s 's employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; provided, however, in the event Executive’s 's employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, except to the extent required by law;
(d) In the event that Executive’s 's employment terminates by reason of his death, all benefits provided in this Section 6 shall be paid to his estate or as his executor shall direct, but payment may be deferred until Executive’s 's executor or personal representative has been appointed and qualified pursuant to the laws in effect in Executive’s 's jurisdiction of residence at the time of his death;
(e) LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of termination of Executive’s 's employment or consummation of a Change in Control of the Company, as applicable;
(f) Notwithstanding the foregoing, LTC shall have no liability under this Section if Executive’s 's employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s 's employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s 's employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s 's entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;
Appears in 1 contract
Certain Benefits Upon Termination. Executive’s 's employment shall be terminated upon the earlier of (i) the voluntary resignation of Executive with or without Good Reason; (ii) Executive’s 's death or permanent disability; or (iii) upon the termination of Executive’s 's employment by LTC for any reason at any time. In the event of such termination, the below provisions of this Section 6 shall apply, and in the event of a Change in Control, whether or not Executive’s employment is terminated thereby, Section 6(b) shall apply.
(a1) If Executive’s 's employment by LTC terminates for any reason other than as a result of (i) a termination for Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay Executive a lump sum severance payment equal to his her Base Salary; provided PROVIDED that if employment terminates by reason of Executive’s 's death or disability, then such salary shall be paid only to the extent the Company has available “"key man” " life, disability or similar insurance relating to the death or disability of Executive;
(b2) Upon a Change in Control of the Company whether or not Executive’s 's employment is terminated thereby, in lieu of the severance payment described in Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash equal to his two times her Base Salary, and all stock options and/or restricted stock shall automatically vest concurrently upon a Change in Control, notwithstanding any prior existing vesting schedule;
(c3) If Executive’s 's employment by LTC terminates for any reason, except for LTC’s 's termination of Executive’s 's employment for Cause or a voluntary resignation by Executive without a Good Reason, LTC shall offer to Executive the opportunity to participate in all Company-provided medical and dental plans to the extent Executive elects and remains eligible for coverage under COBRA and for a maximum period of eighteen (18) months at Company expense; providedPROVIDED, howeverHOWEVER, in the event Executive’s 's employment by LTC terminated upon a Change in Control of the Company, then Executive shall not be given the opportunity to participate in any of such medical and dental plans, except to the extent required by law;
(d4) In the event that Executive’s 's employment terminates by reason of his her death, all benefits provided in this Section 6 shall be paid to his her estate or as his her executor shall direct, but payment may be deferred until Executive’s 's executor or personal representative representatives has been appointed and qualified pursuant to the laws in effect in Executive’s 's jurisdiction of residence at the time of his her death;
(e5) LTC shall make all payments pursuant to the foregoing subsections (a) through (d) within seven (7) days following the date of termination of Executive’s 's employment or consummation of a Change in Control of the Company, as applicable;
(f6) Notwithstanding the foregoing, LTC shall have no liability under this Section if Executive’s 's employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason; provided, however, that if Executive’s 's employment pursuant to this Agreement is terminated by LTC for Cause or by Executive without a Good Reason at any time after a Change of Control which did not result in Executive’s 's employment being terminated, such post-Change of Control termination by LTC for Cause or by Executive without a Good Reason shall not affect in any way Executive’s 's entitlement to the lump sum severance payment described in Section 6(b) above or any other rights, benefits or entitlements to which Executive may be entitled as a result of such Change of Control;
Appears in 1 contract
