Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 2 above, your employment by the Company shall be terminated within the Trigger Period (a) by the Company other than for Cause, Disability or Retirement or (b) by you for Good Reason, then you shall be entitled to the benefits provided below: (i) the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time 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 been earned but not yet been paid to you under the Bonus Plans; (ii) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay severance pay to you on the fifth (5th) day following the Date of Termination a lump sum amount equal to the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination; (iii) the Company shall maintain in full force and effect, for your continued benefit until the earlier of (A) one (1) year after the Date of Termination or (B) your commencement of full time employment with a new employer, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which you were entitled to participate immediately prior to the Date of Termination, provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred, the Company shall use reasonable efforts to arrange to provide you with benefits substantially similar to those which you are entitled to receive under such plans and programs. You shall not be required to mitigate the amount of any payment provided for in this Section 5 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise.
Appears in 4 contracts
Samples: Retention and Termination Agreement (Martin Industries Inc /De/), Retention and Termination Agreement (Martin Industries Inc /De/), Retention and Termination Agreement (Martin Industries Inc /De/)
Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 2 above, your Executive’s employment by the Company shall be terminated within upon the Trigger Period (a) by the Company other than for Cause, Disability or Retirement or (b) by you for Good Reason, then you shall be entitled to the benefits provided below:
earlier of (i) the Company shall pay you your full base salary through the Date voluntary resignation of Termination at the rate in effect at the time 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 been earned but not yet been paid to you under the Bonus Plans;
Executive with or without Good Reason; (ii) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay severance pay to you on the fifth (5th) day following the Date of Termination a lump sum amount equal to the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination;
Executive’s death or permanent disability; or (iii) upon the Company shall maintain in full force and effect, termination of Executive’s employment by LTC for your continued benefit until the earlier of (A) one (1) year after the Date of Termination or (B) your commencement of full time employment with a new employer, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which you were entitled to participate immediately prior to the Date of Termination, provided that your continued participation is possible under the general terms and provisions of such plans and programsany reason at any time. In the event that your participation in any of such plan or program is barredtermination, 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 use reasonable efforts pay Executive a lump sum severance payment in cash equal to arrange 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 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 provide you with benefits substantially similar Executive the opportunity to those which you are entitled participate in all Company-provided medical and dental plans to receive the extent Executive elects and remains eligible for coverage under such plans COBRA and programs. You 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 to mitigate by law;
(d) In the amount event that Executive’s employment terminates by reason of any payment his death, all benefits provided for in this Section 5 by seeking other 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 otherwiseconsummation of a Change in Control of the Company, nor as applicable;
(f) Notwithstanding the foregoing, LTC shall the amount of any payment provided for in have no liability under this Section 5 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 reduced by any compensation earned by you entitled as the a result of employment by another employer after the Date such Change of Termination, or otherwise.Control;
Appears in 3 contracts
Samples: Employment Agreement (LTC Properties Inc), Employment Agreement (LTC Properties Inc), Employment Agreement (LTC Properties Inc)
Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 2 1 above, your employment by with the Company shall be terminated (including a Constructive Termination) within the Trigger Period (a) by the Company or you other than for Cause, Disability or Disability, Retirement or (b) death, and other than by you for Good Reasonyour voluntarily terminating your employment with the Company, then you shall be entitled to the benefits provided outlined below:
: (ia) the Company shall pay to you within thirty (30) days following the Date of Termination in a lump sum cash payment your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus (i) credit for any vacation earned but not taken and taken, (ii) the amount, if any, of any bonus for a past fiscal year which has been earned but not yet been paid to you, and (iii) a pro-rated payment, based on the Company's results as of the Date of Termination, of any bonus due under any Bonus Plan in which you under the Bonus Plans;
participate; (iib) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you on the fifth within thirty (5th30) day days following the Date of Termination a lump sum amount equal to two (2) times the sum of (i) the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination;
, and (iiiii) the average annual bonus received by you during the three (3) years immediately preceding the Date of Termination or, if the term of your employment with the Company has been less than the amount of time necessary for full (not partial or pro-rated) participation in the bonus plan for three years, then the average annual bonus received by you in the number of years immediately preceding the Date of Termination (but no more than three) for which you have been a full participant in the bonus plan; or, if the term of your employment has been less than one year, then your average annual bonus will be equal to the total of your bonus for the first four full quarters guaranteed at the time of your employment; (c) the Company shall maintain in full force and effect, for your continued benefit until the earlier of (Ai) one two (12) year years after the Date of Termination or (Bii) your commencement of full time employment with you obtain substantially the same coverage from a new employer, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which you were entitled to participate immediately prior to the Date of Termination, provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred, the Company shall use reasonable efforts to arrange to provide you with benefits substantially similar to those which you are entitled to receive under such plans and programs. You shall not be required to mitigate the amount of any payment provided for in this Section 5 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise.
Appears in 2 contracts
Samples: Change in Control Retention and Severance Agreement (Citation Corp /Al/), Change in Control Retention and Severance Agreement (Citation Corp /Al/)
Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 2 above, your employment by the Company shall be terminated within the Trigger Period (aA) by the Company other than for Cause, Disability or Retirement or (bB) by you for Good Reason, then you shall be entitled to the benefits provided below:
(i) the The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time 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 and the portion of the current fiscal year ending on the Date of Termination which has been earned but not yet been awarded or paid to you under the Bonus Plans;
(ii) in In lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you on the fifth (5th) day following the Date of Termination a lump sum amount equal to the amount of two (2) times your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination;
(iii) the The Company shall also pay to you all legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement);
(iv) The Company shall maintain in full force and effect, for your continued benefit until the earlier of (A) one two (12) year years after the Date of Termination or (B) your commencement of full time employment with a new employer, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which you were entitled to participate immediately prior to the Date of Termination, provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred, the Company shall use reasonable efforts to arrange to provide you with benefits substantially similar to those which you are entitled to receive under such plans and programs. In addition, the Company shall pay you a lump sum amount of equivalent actuarial value to the additional pension benefit you would have earned under the Company's Pension Plan as in effect on the date the change of control occurs, but disregarding any Internal Revenue Code limitations pertaining to qualified plans, if you were granted at the time of your termination of employment two (2) additional years of Credited Service and deemed 2 years older under the Plan. In determining the equivalent actuarial value of the additional pension granted under this Section 4, an interest rate of 5% and the mortality table under the Company's Pension Plan shall be used to determine the lump sum amount. You shall not be required to mitigate the amount of any payment provided for in this Section 5 4 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 4 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, Termination or otherwise.
Appears in 2 contracts
Samples: Agreement for Legal Services (Interchange Financial Services Corp /Nj/), Change in Control Agreement (Interchange Financial Services Corp /Nj/)
Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 2 1 above, your employment by with the Company shall be terminated (including a Constructive Termination) within the Trigger Period (a) by the Company or you other than for Cause, Disability or Disability, Retirement or (b) death, and other than by you for Good Reasonyour voluntarily terminating your employment with the Company, then you shall be entitled to the benefits provided outlined below:
: (ia) the Company shall pay to you within thirty (30) days following the Date of Termination in a lump sum cash payment your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus (i) credit for any vacation earned but not taken and taken, (ii) the amount, if any, of any bonus for a past fiscal year which has been earned but not yet been paid to you, and (iii) a pro-rated payment, based on the Company's results as of the Date of Termination, of any bonus due under any Bonus Plan in which you under the Bonus Plans;
participate; (iib) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you on the fifth within thirty (5th30) day days following the Date of Termination a lump sum amount equal to two (2) times the sum of (i) the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination;
, and (iiiii) the Company shall maintain in full force and effect, for your continued benefit until average annual bonus received by you during the earlier of three (A3) one (1) year after years immediately preceding the Date of Termination or (B) or, if the term of your commencement of full time employment with a new employerthe Company has been less than the amount of time necessary for full (not partial or pro-rated) participation in the bonus plan for three years, all life insurance, medical, health and accident, and disability plans, programs or arrangements then the average annual bonus received by you in which you were entitled to participate the number of years immediately prior to preceding the Date of Termination, provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred, the Company shall use reasonable efforts to arrange to provide you with benefits substantially similar to those Termination (but no more than three) for which you are entitled have been a full participant in the bonus plan; or, if the term of your employment has been less than one year, then your average annual bonus will be equal to receive under such plans and programs. You shall not be required to mitigate the amount total of any payment provided your bonus for in this Section 5 by seeking other employment or otherwise, nor shall the amount first four full quarters guaranteed at the time of any payment provided for in this Section 5 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise.your employment;
Appears in 2 contracts
Samples: Change in Control Retention and Severance Agreement (Citation Corp /Al/), Change in Control Retention and Severance Agreement (Citation Corp /Al/)
Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 2 above, your employment by the Company shall be terminated within the Trigger Period (aA) by the Company other than for Cause, Disability or Retirement or (bB) by you for Good Reason, then you shall be entitled to the benefits provided below:
(i) the The Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time 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 and the portion of the current fiscal year ending on the Date of Termination which has been earned but not yet been awarded or paid to you under the Bonus Plans;
(ii) in In lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you on the fifth (5th) day following the Date of Termination a lump sum amount equal to the amount of three (3) times your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination;
(iii) the The Company shall also pay to you all legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement);
(iv) The Company shall maintain in full force and effect, for your continued benefit until the earlier of (A) one three (13) year years after the Date of Termination or (B) your commencement of full time employment with a new employer, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which you were entitled to participate immediately prior to the Date of Termination, provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred, the Company shall use reasonable efforts to arrange to provide you with benefits substantially similar to those which you are entitled to receive under such plans and programs. In addition, the Company shall pay you a lump sum amount of equivalent actuarial value to the additional pension benefit you would have earned under the Company's Pension Plan as in effect on the date the change of control occurs, but disregarding any Internal Revenue Code limitations pertaining to qualified plans, if you were granted at the time of your termination of employment three (3) additional years of Credited Service and deemed 3 years older under the Plan. In determining the equivalent actuarial value of the additional pension granted under this Section 4, an interest rate of 5% and the mortality table under the Company's Pension Plan shall be used to determine the lump sum amount. You shall not be required to mitigate the amount of any payment provided for in this Section 5 4 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 4 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, Termination or otherwise.
Appears in 2 contracts
Samples: Agreement for Legal Services (Interchange Financial Services Corp /Nj/), Change in Control Agreement (Interchange Financial Services Corp /Nj/)
Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 2 1 above, your employment by with the Company shall be terminated (including a Constructive Termination) within the Trigger Period (a) by the Company or you other than for Cause, Disability or Disability, Retirement or (b) death, and other than by you for Good Reasonyour voluntarily terminating your employment with the Company, then you shall be entitled to the benefits provided outlined below:
(ia) the Company shall pay to you within thirty (30) days following the Date of Termination in a lump sum cash payment your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus (i) credit for any vacation earned but not taken and taken, (ii) the amount, if any, of any bonus for a past fiscal year which has been earned but not yet been paid to you, and (iii) a pro-rated payment, based on the Company's results as of the Date of Termination, of any bonus due under any Bonus Plan in which you under the Bonus Plansparticipate;
(iib) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you on the fifth within thirty (5th30) day days following the Date of Termination a lump sum amount equal to two (2) times the sum of (i) the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination, and (ii) the average annual bonus received by you during the three (3) years immediately preceding the Date of Termination or, if the term of your employment with the Company has been less than the amount of time necessary for full (not partial or pro-rated) participation in the bonus plan for three years, then the average annual bonus received by you in the number of years immediately preceding the Date of Termination (but no more than three) for which you have been a full participant in the bonus plan; or, if the term of your employment has been less than one year, then your average annual bonus will be equal to the total of your bonus for the first four full quarters guaranteed at the time of your employment;
(iiic) the Company shall maintain in full force and effect, for your continued benefit until the earlier of (Ai) one two (12) year years after the Date of Termination or (Bii) your commencement of full time employment with you obtain substantially the same coverage from a new employer, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which you were entitled to participate immediately prior to the Date of Termination, provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred, the Company shall use reasonable efforts to arrange to provide you with benefits substantially similar to those which you are entitled to receive under such plans and programs. You shall not be required to mitigate the amount of any payment provided for in this Section 5 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise.
Appears in 1 contract
Samples: Change in Control Retention and Severance Agreement (Citation Corp /Al/)
Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 2 above, your employment by the Company shall be terminated within the Trigger Period (a) by If (i) during the Term of this Agreement, the Company terminates the Executive’s employment for any reason other than for Cause (including by reason of death or Permanent Disability) or (ii) within eighteen (18) months after a Change of Control that occurs during the Term of this Agreement, the Company terminates the Executive’s employment (whether or not the Term of this Agreement has ended without renewal) for any reason other than for Cause, Disability or Retirement or (biii) by you for Good Reasonthe Executive terminates his employment with the Company pursuant to Section 8(g) above provided that the Company has failed to cure the event or existence of the condition giving rise to a Constructive Termination within the thirty (30) day cure period provided under Section 8(g), then you the following shall be entitled to the benefits provided below:
apply: (iI) the Company shall pay you your full base salary through the Executive a “Severance Payment” in cash equal to one (1) times the Executive’s Base Salary (1/2 the Executive’s Base Salary if termination is by reason of death); (II) the Company shall pay or provide to the Executive all other benefits, as specified in Section 10(b) below; (III) all installments of options to purchase shares of the Company’s Common Stock that are held by Executive and scheduled to vest within thirty-six (36) months of the Date of Termination at the rate in effect at the time Notice shall vest as 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 been earned but not yet been paid to you under the Bonus Plans;
(ii) in lieu of any further salary payments to you for periods subsequent to the Date of TerminationTermination subject to expiration or termination as set forth in the applicable stock option plan or agreement; and (IV) provided that the Compensation Committee certifies in writing that the performance incentive target for the fiscal year in which the Date of Termination occurs has been achieved, and all conditions to Executive Officers’ receipt of bonus under such plan (other than the condition of continuing employment) have been satisfied, including any conditions related to limitations of payment under Section 162(m) of the Code, the Company shall pay severance pay the Executive a performance achievement bonus under the Company’s Annual Performance Incentive Plan that is proportionately adjusted to you on take into account the fifth (5th) day following period of actual service by the Executive during the Company’s fiscal year in which the Date of Termination occurs, if and when such bonus is paid to other Executive Officers of the Company.
(b) If Section 10(a) above applies, then the Company shall provide the following additional benefits to Executive: (i) for a lump sum amount equal to the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination;
(iii) the Company shall maintain in full force and effect, for your continued benefit until the earlier of (A) one (1) year month period after the Date of Termination or (B) your commencement the “Continuation Period”), the Company shall, at its expense, continue on behalf of full time employment with a new employer, all life insurancethe Executive and the Executive’s dependents (and in the event of termination by reason of death Executive’s beneficiaries who were previously dependents), medical, health and accidentdental, vision care, and disability planshospitalization benefits (or such comparable alternative benefits determined by the Company, programs or arrangements in which you its discretion) that (I) were entitled provided to participate immediately Executive at any time during the 90-day period prior to the Date of Termination, or (II) if termination is within eighteen (18) months of a Change of Control, were provided that your continued participation is possible under to Executive prior to such Change of Control (provided the general terms and provisions level of such benefits shall in no event be lower than the Executive’s level of benefits on the Date of Termination). The Company’s obligation hereunder with respect to benefits under this Section 10(b) shall be limited to the extent that the Executive obtains any such benefits pursuant to the Executive’s subsequent employer’s benefit plans, if any, in which case the Company may reduce the coverage of any benefits it is required to provide the Executive under this Section 10(b) so long as the aggregate coverages and benefits of the combined benefit plans are no less favorable to the Executive than the coverages and programsbenefits required to be provided hereunder. This Section 10(b) shall not be interpreted so as to limit any benefits to which the Executive, the Executive’s dependents or beneficiaries may be entitled under any of the Company’s other employee benefit plans, programs or practices following a termination of employment, including without limitation, retiree medical and life insurance benefits, except as provided in this Section. Retiree medical and life insurance benefits shall be limited by and be designed to either (A) be exempt from Section 409A by reason of qualification under Regulation Section 1.409A-1(a)(9)(v)(B) and/or (D) (which shall be aggregated with all other benefits which would qualify thereunder) or (B) be compliant with the requirements of Regulation Section 1.409A-3(i).
(c) In the event that your participation in the Executive’s employment is terminated for any such plan reason (including without limit by the Company for Cause or program is barredby Executive’s voluntary resignation), the Company shall use reasonable efforts pay to arrange the Executive: (i) all accrued but unpaid salary and amounts due to the Executive as of the Date of Termination, and (ii) all accrued but unpaid or unused vacation, sick pay or expense reimbursement benefit, up to the Date of Termination. No other payments or benefits shall be due to Executive upon a termination for Cause or by Executive’s voluntary resignation (other than any resignation occurring by reason of a Constructive Termination).
(d) In the event that the Executive’s employment is terminated by reason of the Executive’s death or if the Executive is not a Specified Employee, the Company shall make all cash payments to which the Executive is entitled pursuant to Section 10(a)(I) within thirty (30) days following the Executive’s Separation from Service, provided that the Company may delay payment in the case of the Executive’s death until the Executive’s executor or personal representative has been appointed and qualified pursuant to the laws in effect in the Executive’s jurisdiction of residence at the time of the Executive’s death. If the Executive, as of the date of Separation from Service, is a Specified Employee under Section 409A, then the Company shall, unless as otherwise provided in this paragraph, pay to the Executive all amounts due and owing under section 10(a)(I), five (5) business days following the date that is six (6) months after the date of Executive’s Separation from Service, provided that the Executive’s employment is not terminated for Cause. If the Executive is a Specified Employee and it is determined that Section 10(a)(I) provides payment only in the event of Involuntary Separation or Voluntary Separation with Good Reason, then the Company shall pay to the Executive within thirty (30) days of the date of Executive’s Separation from Service such amounts of the separation pay not to exceed the maximum limit permitted under Regulation Section 1.409-1(b)(9)(iii)A(2). Any amounts which remain unpaid after paying all amounts permitted by the dollar limitation under Regulation Section 1.409-1(b)(9)(iii)A(2), shall be paid five (5) days following the date that is six (6) months after the Employee’s Separation from Service. Notwithstanding the foregoing, but subject to permitted payments under Regulation Section 1.409-1(b)(9)(iii)A(2), the Company shall pay such cash payments over a one year period, on a bi-weekly basis commencing when such payments shall first become payable. The timing and payment of any performance achievement bonus to which the Executive is entitled pursuant to Section 10(a)(IV) shall be determined as set forth in the Company’s Annual Performance Incentive Plan provided further, that in all event such payment shall be made no later than March 1 of the calendar year following the calendar year in which such Separation from Service occurs. In each case, any amounts or benefits paid or provided to Executive under this Section 10 shall be treated as a series of separate payments under Treasury Regulations Section 1.409A-2(b)(2)(iii).
(e) In the event that the Executive’s employment terminates by reason of the Executive’s death, the applicable Severance Payment and other benefits provided in this Section 10 shall be paid to the Executive’s estate or as the Executive’s executor shall direct.
(f) Notwithstanding any provision of this Agreement to the contrary, if Executive is a Specified Employee, Executive shall not be entitled to any payments or benefits the right to which provides for a “deferral of compensation” within the meaning of Section 409A, taking into account all applicable exemptions or exceptions, and whose payment or provision is triggered by Executive’s termination of employment with the Company (whether such payments or benefits are provided to Executive under this Agreement or under any other plan, program or arrangement of the Company), including as a result of Executive’s Permanent Disability (other than Executive being “disabled” within the meaning of Section 409A(a)(2)(c) of the Code), until the earlier of (i) the date which is five (5)business days following the six-month anniversary of Executive’s Separation from Service for any reason other than death or (ii) Executive’s date of death, and such payments or benefits that, if not for the six-month delay described herein, would be due and payable prior to such date shall be made or provided to Executive on such date. The Company shall make the determination as to whether Executive is a Specified Employee in good faith in accordance with its general procedures adopted in accordance with Section 409A of the Code and, at the time of Executive’s Separation from Service, will notify Executive whether or not he is a Specified Employee.
(g) In the event the Executive is entitled hereunder to any payments or benefits set forth in this Section 10, (i) the Executive shall have no obligation or duty to seek other or alternate employment or otherwise mitigate the Company’s damages including its obligation to make any payments or provide you with any benefits substantially similar to those which you are Executive as required hereunder and (ii) the Company shall have no right to reduce or set-off against any amount or benefit payable by the Company to Executive hereunder including for or by reason of Executive’s receipt or generation of earnings from any alternate or subsequent employment or other arrangement or undertaking except as provided under Section 10(b). The provisions for Severance Payment and other benefits contained in this Section 10 may be triggered only once during the term of this Agreement, so that, for example, should the Executive be terminated because of a Permanent Disability, and should there be a Change of Control and Constructive Termination thereafter, then the Executive would be entitled to be paid under this Section 10 only once. In addition, the Executive shall not be entitled to receive under such plans and programs. You shall not be required to mitigate the amount severance benefits of any payment kind from any wholly owned subsidiary or other affiliated entity of the Company if, in connection with the same event or series of events, the Severance Payment and other benefits provided for in this Section 5 10 previously have been paid to Executive.
(h) (i) In the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Code), to the Executive or for his or her benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his or her employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (a “Payment” or “Payments”), would be subject to the excise tax imposed by seeking Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will be entitled to receive an additional payment (the “Additional Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties, other employment than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or otherwisepay taxes shown due on his return, nor shall imposed with respect to such taxes and the Excise Tax), including any Excise Tax imposed upon the Additional Payment, the Executive retains an amount of any payment provided for in this Section 5 be reduced by any compensation earned by you as the result of employment by another employer after Additional Payment equal to the Date of Termination, or otherwiseExcise Tax imposed upon the Payments.
Appears in 1 contract
Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 2 above, your employment by the Company shall be terminated within the Trigger Period (a) Subject to Section 6(b) hereof, if the Executive's employment is terminated by the Company other than for Cause, Disability or Retirement death or Change in Control (b) by you for Good Reasonas hereinafter defined in Section 6 hereof, then you the Executive shall be entitled to the benefits provided below:
(i) the Company shall pay you your the Executive his full base salary 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 been earned but not yet been awarded or paid to you under the Bonus PlansExecutive;
(ii) in lieu of any further salary salary, bonuses or benefits payments to you the Executive for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you the Executive on the fifth (5th) 30th day following the Date of Termination a lump sum amount equal to the total amount of your annual base salary at the highest rate in effect Base Salary that would have been paid to the Executive had he not been terminated during the twelve (12) months immediately preceding period commencing on the Date of Termination;Termination and ending on May 20, 2001; and
(iii) the Company shall maintain in full force and effect, for your the Executive's continued benefit until the earlier of (A) one (1) year after the Date of Termination May 20, 2001 or (B) your the Executive's commencement of full time employment with a new employer, his automobile allowance and all life insurance, medical, health and accident, and disability plans, programs or arrangements in which you were the Executive was entitled to participate immediately prior to the Date of Termination, provided that your the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that your the Executive's participation in any such plan or program is barred, the Company shall use reasonable efforts to arrange to provide you the Executive with benefits substantially similar to those which you are the Executive was entitled to receive under such plans and programs.
(b) If the Executive's employment is terminated for Disability under Section 2(a), 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 pay to the Executive on the 30th day following the Date of Termination a lump sum amount equal to the Base Salary 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 May 20, 2000; and
(iii) the Company shall maintain in full force and effect for the Executive's continued benefit, until the earlier of four months after the Date of Termination and May 20, 2000, his automobile allowance and all life insurance, medical, health and accident, and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. You In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans and programs.
(c) If the Executive's employment is terminated for Cause, Disability under Section 2(i)(a), death or the voluntary termination or resignation of employment by 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 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.
(d) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 5 3 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 3 be reduced by any compensation earned by you the Executive as the result of employment by another employer after the Date of Termination, or otherwise.
Appears in 1 contract
Samples: Severance Agreement (Substance Abuse Technologies Inc)
Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 2 above, your employment by the Company shall be terminated within the Trigger Protection Period (a) by the Company other than for Cause, Disability or Retirement or (b) by you for Good Reason, then you shall be entitled to the benefits provided below:
(i) the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time 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 been earned but not yet been paid to you under the Bonus Plans;; and
(ii) in lieu of any further salary or severance payments to you for periods subsequent to the Date of Termination, the Company shall pay severance pay to you on the fifth (5th) day following the Date of Termination in a lump sum amount (less required tax withholdings) equal to the amount 50% of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding before the Date of Termination;
(iii) the Company shall maintain in full force and effect, for your continued benefit until the earlier of (A) one (1) year after Completion; if the Date of Termination or (B) your commencement occurs after the expiration of full time employment with a new employer, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which the Protection Period you were will not be entitled to participate immediately prior any severance payments under this Agreement, but you will be entitled to severance payments under any severance plan, policy or practice maintained by the Company at the time of your Date of Termination, provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred, the Company shall use reasonable efforts to arrange to provide you with benefits substantially similar to those Termination for which you are entitled to receive under such plans and programsthen eligible. You shall not be required to mitigate the amount of any payment provided for in this Section 5 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise.
Appears in 1 contract
Samples: Retention and Termination Agreement (Martin Industries Inc /De/)
Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 2 above, your employment by the Company shall be terminated within the Trigger Period (a) by If the Employee’s employment with the Company is terminated for any reason other than for Cause, death or Permanent Disability or Retirement or (b) by you if Employee voluntarily resigns his employment with the Company for a Good Reason, then you shall be entitled to the benefits provided below:
(i) the Company shall pay you your full base salary through following the Date of Termination at and for the rate Term of this Agreement (“Continuation Period”) (i) shall continue payment of Employee’s then existing Salary on the same schedule as corresponds to the regular Company payroll dates in effect at on the time Notice Employee’s Date of Termination is given plus credit (with such payment to be treated as a separate payment for any vacation earned but not taken and purposes of Section 409A of the amount, if any, of any bonus for a past fiscal year which has been earned but not yet been paid to you under the Bonus Plans;
Code); (ii) in lieu of any further salary payments shall at the Company’s expense, continue to you for periods subsequent provide Employee with a car at the comparable level provided to Employee prior to the Date of Termination, the Company shall pay severance pay to you on the fifth (5th) day following the Date of Termination a lump sum amount equal to the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination;
; (iii) shall pay Employee a performance achievement bonus under the Company Company’s Incentive Plan that is proportionately adjusted to take into account the period of actual service of the Employee during the Company’s fiscal year in which the Employee’s employment is terminated, provided that the Compensation Committee certifies in writing that the performance incentive target for that fiscal year has been achieved and such payment is not inconsistent with Section 162(m) of the Code and the Regulations thereunder; and (iv) shall maintain in full force at its expense continue on behalf of the Employee and effecthis dependents and beneficiaries, for your continued benefit until the earlier of life insurance, disability, medical, dental and hospitalization benefits provided (Ax) one (1) year after to the Employee at any time during the 90-day period prior to the Date of Termination or (By) your commencement to other similarly situated employees who continue in the employ of full time employment the Company during the Continuation Period. The coverage and benefits (including deductibles and costs) provided in this Section 14(a) 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 obligations hereunder with respect to the foregoing benefits shall be limited to the extent that the Employee obtains any such benefits pursuant to a new subsequent employer’s benefit plans, all life insurancein 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 14(a) shall not be interpreted so as to limit any benefits to which the Employee, medical, health and accident, and disability his dependents or beneficiaries may be entitled under any of the Company’s employee benefit plans, programs or arrangements practices following the Employee’s termination of employment. During the period of the Continuation Period in which you were entitled the Employee and his dependents and beneficiaries are eligible to participate immediately prior to the Date of Termination, provided that your receive continued participation is possible benefits under the general terms and provisions Company’s group plans in accordance with the Consolidated Omnibus Budget Reconciliation Act of such plans and programs. In the event that your participation in any such plan or program is barred1985, as amended (“COBRA”), the Company shall use reasonable efforts pay the portion of the Employee’s premium payments necessary to arrange satisfy the requirements of this Section 14(a) with respect to provide you medical, dental and hospitalization benefits. With respect to any period during the Continuation Period in which the Employee or his dependants and beneficiaries cease to be eligible for COBRA coverage, and with respect to life insurance and disability benefits substantially similar for the remainder of the Term for which the Company cannot make direct premium payments for such benefits in accordance with the requirements of Section 409A or otherwise, the Employee (or his dependants and beneficiaries, as applicable) shall pay to those the Company, insofar as permitted by such benefit plans, on an after-tax basis, an amount equal to the full premium cost of medical, dental, hospitalization, life insurance and disability benefits coverage. Within 30 days of such payment, subject to the 409A Reimbursement Conditions, the Company shall pay to the Employee (or his dependents and beneficiaries, as applicable) in cash (less required withholding) an amount equal to full premium cost of medical, dental, hospitalization, life insurance and disability benefits coverage.
(b) In the event Section 14(a) is applicable to a termination of Employee’s employment, then (i) in addition to the payments provided therein, the Company shall pay all accrued but unpaid salary, and bonus and amounts due under the Company’s Incentive Plan or any other bonus or incentive plan then in effect in accordance with the terms and conditions of such plans, 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 you are event the plan’s terms and conditions shall govern vesting).
(c) To the extent delayed commencement of any portion of the benefits to which the Employee is entitled under this Section 14 is required in order to receive avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such plans and programs. You portion of the Employee’s termination benefits shall not be required provided to mitigate the Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of the Employee’s Separation from Service or (ii) the date of the Employee’s death, and if any such benefit payments are suspended pursuant to clause (i), the full amount of such payments shall be paid in a lump sum on the day immediately following the expiration of such six-month period.
(d) In the event the Employee is entitled hereunder to any payment provided for payments or benefits set forth in this Section 5 by seeking other employment or otherwise14(a), nor the Employee shall the amount of any payment provided for in this Section 5 be reduced by any compensation earned by you as the result have no obligation to notify Company of employment subsequent to the Employee’s termination or to offset (except to the extent required by another employer after Section 14(a)) the Date of Termination, or otherwiseCompany’s obligation by payments due to such employment and shall have no duty to mitigate.
Appears in 1 contract
Certain Benefits Upon Termination. If, after a change in control of If the Company shall have occurred, as defined in Section 2 above, your Executive's --------------------------------- employment by the Company shall be terminated within the Trigger Period (a) by the Company other than for Cause, Disability Retirement or Retirement Disability, or (b) by you the Executive for Good ReasonReason (and other than for Retirement or by death), then you the Executive shall be entitled to the benefits provided under paragraphs (i), (ii) and (iii) immediately below:
(i) the Company shall pay you your to the Executive his full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given 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 been earned but not yet been awarded or paid to you him under the Bonus Plansany bonus plan;
(ii) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay severance pay as supplemental deferred compensation to you on the Executive, no later than the fifth (5th) day following the Date of Termination (or in the event of the Executive's death following his entitlement to benefits hereunder and prior to payment thereof, as soon as reasonably practicable, but in no event more than sixty (60) days following his death), a lump sum cash amount equal to the amount product of your the Executive's average annual base salary at compensation payable to him by the highest rate Company and includible in effect his gross income for Federal income tax purposes during the twelve his most recent five (125) months immediately preceding taxable years ending before the Date of Termination;, multiplied by three (3); provided, however, such amount shall be limited to the highest amount which would not result in the creation of a "parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended; and
(iii) the Company at its sole expense shall maintain in full force and effecteffect for the benefit of the Executive and his eligible dependents the health-and-accident plan coverage provided the Executive immediately prior to the Notice of Termination, for your continued benefit until the earlier of (A) one the expiration of twenty-four (124) year after months following the Date of Termination or (B) your commencement eligibility of full time employment with a new employer, all life insurance, medical, health the Executive and accident, and disability plans, programs or arrangements in which you were entitled to participate immediately prior to the Date of Termination, provided that your continued participation is possible his dependents for coverage under the general terms and provisions health-and- accident plan of a successor employer of the Executive providing comparable benefits to that of the Company provided, however, if such plans and programs. In the event that your participation in continued coverage is barred for any such plan or program is barredreason, the Company shall use provide comparable coverage during such period; provided further, however, if at the time continued coverage hereunder is to terminate, the Executive presents verifiable evidence to the Company of his uninsurability thereafter under a health-and- accident plan providing comparable benefits, the Company shall make such coverage available to the Executive at the Executive's sole expense, as determined on a reasonable efforts to arrange to provide you with benefits substantially similar to those which you are entitled to receive under such plans and programsactuarial basis. You In no event shall not the Executive be required to mitigate the amount of any payment provided for in this Section 5 3 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 3 be reduced by any compensation earned by you the Executive as the result of employment by another employer after the Date of Termination, or otherwise.
Appears in 1 contract
Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 2 1 above, your employment by with the Company shall be terminated (including a Constructive Termination) within the Trigger Period (a) by the Company or you other than for Cause, Disability or Disability, Retirement or (b) death, and other than by you for Good Reasonyour voluntarily terminating your employment with the Company, then you shall be entitled to the benefits provided outlined below:
: (ia) the Company shall pay to you within thirty (30) days following the Date of Termination in a lump sum cash payment your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus (i) credit for any vacation earned but not taken and taken, (ii) the amount, if any, of any bonus for a past fiscal year which has been earned but not yet been paid to you, and (iii) a pro-rated payment, based on the Company's results as of the Date of Termination, of any bonus due under any Bonus Plan in which you under the Bonus Plans;
participate; (iib) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you on the fifth within thirty (5th30) day days following the Date of Termination a lump sum amount equal to two and ninety-nine/hundredths (2.99) times the sum of (i) the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination;
, and (iiiii) the Company shall maintain in full force and effect, for your continued benefit until average annual bonus received by you during the earlier of three (A3) one (1) year after years immediately preceding the Date of Termination or (B) or, if the term of your commencement of full time employment with a new employerthe Company has been less than the amount of time necessary for full (not partial or pro-rated) participation in the bonus plan for three years, all life insurance, medical, health and accident, and disability plans, programs or arrangements then the average annual bonus received by you in which you were entitled to participate the number of years immediately prior to preceding the Date of Termination, provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred, the Company shall use reasonable efforts to arrange to provide you with benefits substantially similar to those Termination (but no more than three) for which you are entitled have been a full participant in the bonus plan; or, if the term of your employment has been less than one year, then your average annual bonus will be equal to receive under such plans and programs. You shall not be required to mitigate the amount total of any payment provided your bonus for in this Section 5 by seeking other employment or otherwise, nor shall the amount first four full quarters guaranteed at the time of any payment provided for in this Section 5 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise.your employment;
Appears in 1 contract
Samples: Change in Control Retention and Severance Agreement (Citation Corp /Al/)
Certain Benefits Upon Termination. (a) If, after a change in control of the Company shall have occurred, as defined in Section 2 above, your employment by with the Company shall be terminated (including a Constructive Termination) within the Trigger Period (a) by the Company or you other than for Cause, Disability or Disability, Retirement or (b) death, and other than by you for Good Reasonyour voluntarily terminating your employment with the Company, then you shall be entitled to the benefits provided below:
(i) the Company shall pay to you within thirty (30) days following the Date of Termination in a lump sum cash payment your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus (A) credit for any vacation earned but not taken and taken, (B) the amount, if any, of any bonus or long-term incentive compensation for a past fiscal year which has been earned but not yet been paid to you you, (C) the amount, if any, of any bonus for the current year to be paid as a percentage of Company profit based on the Company's results through the most recent fiscal quarter as of the Date of Termination without Mr. Barry Donnell August 26, 1998 Xxxx 0 pro-ration, (D) a pro-rated payment, based on the Company's results through the most recent fiscal quarter as of the Date of Termination under the Company's performance based long-term incentive program for the long-term performance period that next ends following the Date of Termination, and (E) a pro-rated payment, based on the Company's results as of the Date of Termination, of any other bonus due under any other Bonus Plans;
(ii) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you on the fifth within thirty (5th30) day days following the Date of Termination a lump sum cash amount equal to 2.99 times the sum of (A) the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination;, and (B) the average annual bonus received by you with respect to the three (3) years immediately preceding the Date of Termination, and (C)(x) the most recent amount earned by you (whether in stock or cash or a combination thereof) under the Company's performance based long-term incentive program established under the Company's Executive Incentive Compensation Plan or, (y) if the Date of Termination giving rise to your right to benefits hereunder occurs before the end of the initial Long-Term Performance Period established under the long-term incentive program so that benefits have not yet accrued under the long-term incentive program, the target amount established for you under the program for the Long-Term Performance Period next ending; and
(iii) the Company shall maintain in full force and effect, for your continued benefit until the earlier of (A) one three (13) year years after the Date of Termination or (B) your commencement of full time employment with you obtain substantially the same coverage from a new employer, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which you were entitled to participate immediately prior to the Date of Termination, provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred, the Company shall use reasonable efforts to arrange to provide you with benefits substantially similar to those which you are entitled to receive under such plans and programs.
(b) If, after a change in control of the Company shall have occurred, as defined in Section 2 above, you shall voluntarily terminate your employment with the Company within the Trigger Period other than for Disability, Retirement or death or in connection with an event of Constructive Termination, then you shall be entitled to the benefits set forth below:
(i) the Company shall pay to you within thirty (30) days following the Date of Termination in a lump sum cash payment your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus (A) credit for any vacation earned but not taken, (B) the amount, if any, of any bonus or long-term incentive compensation for a past fiscal year which has been earned but not yet been paid to you, (C) the amount, if any, of any bonus for the current year to be paid as a percentage of Company profit based on the Company's results through the most recent fiscal quarter as of the Date of Termination without Mr. Barry Donnell August 26, 1998 Xxxx 0 pro-ration, (D) a pro-rated payment, based on the Company's results through the most recent fiscal quarter as of the Date of Termination under the Company's performance based long-term incentive program for the long-term performance period that next ends following the Date of Termination, and (E) a pro-rated payment, based on the Company's results as of the Date of Termination, of any other bonus due under any other Bonus Plans;
(ii) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you within thirty (30) days following the Date of Termination a lump sum cash amount equal to the sum of (A) the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination, and (B) the average annual bonus received by you with respect to the three (3) years immediately preceding the Date of Termination, and (C) (x) the most recent amount earned by you (whether in stock or cash or a combination thereof) under the Company's performance based long-term incentive program established under the Company's Executive Incentive Compensation Plan or, (y) if the Date of Termination giving rise to your right to benefits hereunder occurs before the end of the initial Long-Term Performance Period established under the long-term incentive program so that benefits have not yet accrued under the long-term incentive program, the target amount established for you under the program for the Long-Term Performance Period next ending; and
(iii) the Company shall maintain in full force and effect, for your continued benefit until the earlier of (A) the first anniversary of the Date of Termination or (B) you obtain substantially the same coverage from a new employer, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which you were entitled to participate immediately prior to the Date of Termination, provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred, the Company shall use reasonable efforts to arrange to provide you with benefits substantially similar to those which you are entitled to receive under such plans and programs.
(c) You shall not be required to mitigate the amount of any payment provided for in this Section 5 4 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 4 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. In the event that you voluntarily terminate your employment with the Company and are paid the benefits contemplated by paragraph (b) of this Section 4 and, at any time within five (5) years following the receipt of such payment, you are reemployed by the Company or any subsidiary thereof in a position where your duties or responsibilities with the Company or such subsidiary are commensurate with those of your position with the Company immediately prior to the original termination of your employment which gave rise to the Company's payment of benefits under this Section 4, you shall, on the date of such reemployment, be obligated to repay to the Company, in cash, an amount equal to the benefit paid to you under paragraph (b) of this Section 4, plus any amounts paid to you under Section 5 hereof Mr. Barry Donnell August 26, 1998 Xxxx 0 in connection with the payments to you pursuant to paragraph (b) of this Section 4 (and not previously repaid by you pursuant to the terms of Section 5).
Appears in 1 contract
Samples: Retention and Severance Agreement (Cavalier Homes Inc)
Certain Benefits Upon Termination. (a) If, after a change in control of the Company shall have occurred, as defined in Section 2 above, your employment by with the Company shall be terminated (including a Constructive Termination) within the Trigger Period (a) by the Company or you other than for Cause, Disability or Disability, Retirement or (b) death, and other than by you for Good Reasonyour voluntarily terminating your employment with the Company, then you shall be entitled to the benefits provided below:
(i) the Company shall pay to you within thirty (30) days following the Date of Termination in a lump sum cash payment your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus (A) credit for any vacation earned but not taken and taken, (B) the amount, if any, of any bonus for a past fiscal year which has been earned but not yet been paid to you you, (C) the amount, if any, of any bonus for the current year to be paid as a percentage of Company or business unit profit based on the Company's or business unit's results through the most recent fiscal quarter as of the Date of Termination without pro-ration, and (D) a pro-rated payment, based on the Company's or business unit's results as of the Date of Termination, of any other bonus due under the any other Bonus Plans;
(ii) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you on the fifth within thirty (5th30) day days following the Date of Termination a lump sum cash amount equal to two (2) times the sum of (A) the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination;, and (B) the average annual bonus received by you with respect to the three (3) years immediately preceding the Date of Termination, or during your term of employment, if you have been employed less than three years at the Date of Termination; and
(iii) the Company shall maintain in full force and effect, for your continued benefit until the earlier of (A) one two (12) year years after the Date of Termination or (B) your commencement of full time employment with you obtain substantially the same coverage from a new employer, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which you were entitled to participate immediately prior to the Date of Termination, provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred, the Company shall use reasonable efforts to arrange to provide you with benefits substantially similar to those which you are entitled to receive under such plans and programs.
(b) If, after a change in control of the Company shall have occurred, as defined in Section 2 above, you shall voluntarily terminate your employment with the Company within the Trigger Period other than for Disability, Retirement or death or in connection with an event of Constructive Termination, then you shall be entitled to the benefits set forth below:
(i) the Company shall pay to you within thirty (30) days following the Date of Termination in a lump sum cash payment your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus (A) credit for any vacation earned but not taken, (B) the amount, if any, of any bonus for a past fiscal year which has been earned but not yet been paid to you, (C) the amount, if any, of any bonus for the current year to be paid as a percentage of Company or business unit profit based on the Company's or business unit's results through the most recent fiscal quarter as of the Date of Termination without pro-ration, and (D) a pro-rated payment, based on the Company's or business unit's results as of the Date of Termination, of any other bonus due under any other Bonus Plans;
(ii) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you within thirty (30) days following the Date of Termination a lump sum cash amount equal to the sum of (A) the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination, and (B) the average annual bonus received by you with respect to the three (3) years immediately preceding the Date of Termination, or during your term of employment, if you have been employed less than three years at the Date of Termination; and
(iii) the Company shall maintain in full force and effect, for your continued benefit until the earlier of (A) the first anniversary of the Date of Termination or (B) you obtain substantially the same coverage from a new employer, all life insurance, medical, health and accident, and disability plans, programs or arrangements in which you were entitled to participate immediately prior to the Date of Termination, provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred, the Company shall use reasonable efforts to arrange to provide you with benefits substantially similar to those which you are entitled to receive under such plans and programs.
(c) You shall not be required to mitigate the amount of any payment provided for in this Section 5 4 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 4 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. In the event that you voluntarily terminate your employment with the Company and are paid the benefits contemplated by paragraph (b) of this Section 4 and, at any time within five (5) years following the receipt of such payment, you are reemployed by the Company or any subsidiary thereof in a position where your duties or responsibilities with the Company or such subsidiary are commensurate with those of your position with the Company immediately prior to the original termination of your employment which gave rise to the Company's payment of benefits under this Section 4, you shall, on the date of such reemployment, be obligated to repay to the Company, in cash, an amount equal to the benefit paid to you under paragraph (b) of this Section 4, plus any amounts paid to you under Section 5 hereof in connection with the payments to you pursuant to paragraph (b) of this Section 4 (and not previously repaid by you pursuant to the terms of Section 5).
Appears in 1 contract
Samples: Retention and Severance Agreement (Cavalier Homes Inc)
Certain Benefits Upon Termination. If, after a change in control of the Company shall have occurred, as defined in Section 2 1 above, your employment by with the Company shall be terminated (including a Constructive Termination) within the Trigger Period (a) by the Company or you other than for Cause, Disability or Disability, Retirement or (b) death, and other than by you for Good Reasonyour voluntarily terminating your employment with the Company, then you shall be entitled to the benefits provided outlined below:
(ia) the Company shall pay to you within thirty (30) days following the Date of Termination in a lump sum cash payment your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given plus (i) credit for any vacation earned but not taken and taken, (ii) the amount, if any, of any bonus for a past fiscal year which has been earned but not yet been paid to you, and (iii) a pro-rated payment, based on the Company's results as of the Date of Termination, of any bonus due under any Bonus Plan in which you under the Bonus Plans;
participate; (iib) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you on the fifth within thirty (5th30) day days following the Date of Termination a lump sum amount equal to two (2) times the sum of (i) the amount of your annual base salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination;
, and (iiiii) the Company shall maintain in full force and effect, for your continued benefit until average annual bonus received by you during the earlier of three (A3) one (1) year after years immediately preceding the Date of Termination or (B) or, if the term of your commencement of full time employment with a new employerthe Company has been less than the amount of time necessary for full (not partial or pro-rated) participation in the bonus plan for three years, all life insurance, medical, health and accident, and disability plans, programs or arrangements then the average annual bonus received by you in which you were entitled to participate the number of years immediately prior to preceding the Date of Termination, provided that your continued participation is possible under the general terms and provisions of such plans and programs. In the event that your participation in any such plan or program is barred, the Company shall use reasonable efforts to arrange to provide you with benefits substantially similar to those Termination (but no more than three) for which you are entitled have been a full participant in the bonus plan; or, if the term of your employment has been less than one year, then your average annual bonus will be equal to receive under such plans and programs. You shall not be required to mitigate the amount total of any payment provided your bonus for in this Section 5 by seeking other employment or otherwise, nor shall the amount first four full quarters guaranteed at the time of any payment provided for in this Section 5 be reduced by any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise.your employment;
Appears in 1 contract
Samples: Change in Control Retention and Severance Agreement (Citation Corp /Al/)
Certain Benefits Upon Termination. If, after a change in control of (i) If the Company shall have occurred, as defined in Section 2 above, your Executive's employment by the Company shall be is terminated within the Trigger Period (a) by the Company other than for Cause, Disability or Retirement or (b) by you for Good Reasondeath, then you the Executive shall be entitled to the benefits provided below:
(ia) the Company shall pay you your the Executive her full base salary 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 bonuses for a past fiscal year which has not yet been awarded or paid to the executive.
(b) 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 pay to the Executive on the 30th day following the Date of Termination a lump sum amount to equal one years Base Salary that would have been paid to the Executive had she not been terminated during the period commencing on the Date of Termination and ending on May 13, 1999;
(c) the Company shall maintain in full force and effect, for the earlier of A) one calendar year or B) the Executive's commencement of full time employment with a new employer, her automobile allowance and all life insurance, medical, health and accident, and disability plans, programs or arrangements in which the Executive was entitled to participate immediately prior to the Date of Termination, provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive was entitled to receive under such plans and programs;
(ii) If the Executive's employment is terminated for Disability under Section 2(i)(b) the Executive shall be entitled to the benefits provided below:
(a) the Company shall pay the Executive his full Base Salary through the Date of Termination at the rate in effect at that 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 been earned but not yet been awarded or paid to you under the Bonus Plans;Executive.
(iib) in lieu of any further salary salary, bonuses or benefits payments to you the Executive for periods subsequent to the Date of Termination, the Company shall pay as severance pay to you the Executive on the fifth (5th) 30th day following the Date of Termination a lump sum amount equal to the amount of your annual base salary at the highest rate in effect Base Salary that would have been paid tot he Executive had he not been terminated during the twelve (12) months immediately preceding period commencing on the Date of TerminationTermination and ending on the earlier of four months after the Date of Termination or May 13, 1999;
(iiic) the Company shall maintain in full force and effect, for your the Executive's continued benefit until the earlier of (A) for one (1) year after the Date of Termination or (B) your commencement of full time employment with a new employer, year. Her automobile allowance and all life insurance, medical, health and accident, and disability plans, programs or arrangements in which you were the Executive was entitled to participate immediately prior to the Date of Termination, provided that your the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that your the Executive's participation in any such plan or program is barred, the Company shall use reasonable efforts to arrange to provide you the Executive with benefits substantially similar to those which you are the Executive was entitled to receive under such plans and programs. You ;
(iii) If the Executive's employment is terminated for Cause, Disability under Section 2(i)(a) or death, the Executive shall not be required to mitigate the amount of any payment provided for in this Section 5 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 be reduced by any compensation earned by you as the result of employment by another employer after paid her full Base Salary through the Date of TerminationTermination 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 otherwisepaid to the Executive.
Appears in 1 contract
Samples: Severance Agreement (Substance Abuse Technologies Inc)
