Certain Termination Benefits. Unless otherwise specifically ---------------------------- provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of the Executive's employment with the Employer pursuant to Sections 6(c) and (d) above, the Employer shall provide to the Executive the following termination benefits ("Termination Benefits"): (i) continuation of the Executive's Salary at the rate then in effect pursuant to Section 4(a); and (ii) continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. (S) 1161 et seq. (commonly known as "COBRA"), with the cost of the regular premium for such benefits shared in the same relative proportion by the Employer and the Executive as in effect on the date of termination. The Termination Benefits set forth in (i) and (ii) above shall continue effective until the later of (A) the expiration of the Tenn or (B) three (3) months after the date of termination; The Employer's liability for Salary continuation pursuant to Section 6(e)(i) shall be reduced by the amount of any severance pay paid to the Executive pursuant to any severance pay plan or stay bonus plan of the Employer. Notwithstanding the foregoing, nothing in this Section 6(e) shall be construed to affect the Executive's right to receive COBRA continuation entirely at the Executive's own cost to the extent that the Executive may continue to be entitled to COBRA continuation after the Executive's right to cost sharing under Section 6(e)(ii) ceases.
Appears in 2 contracts
Samples: Employment Agreement (Be Free Inc), Employment Agreement (Be Free Inc)
Certain Termination Benefits. Unless otherwise specifically ---------------------------- provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive's employment under this AgreementAgreement pursuant to this Section 6 or due to delivery of a Non-renewal Notice from either party to the other. Notwithstanding the foregoing, in the event of termination of the Executive's employment with the Employer pursuant to Sections Section 6(c) and (d) above, the Employer shall provide to the Executive the following termination benefits ("Termination Benefits"):
(i) continuation of the Executive's Salary at the rate then in effect pursuant to Section 4(a); and;
(ii) continuation of group health plan benefits benefits, (A) if permitted by Employer's health plan or if Employer self-insures (provided that Employer shall have no obligation to self-insure), until the expiration of the Initial Term, or (B) if not permitted by Employer's health plan, to the extent authorized by and consistent with 29 U.S.C. U.S.C (S) 1161 et seq. (commonly known as "COBRA"), in either case with the cost of the regular premium for such benefits shared in the same relative proportion by the Employer and the Executive as in effect on the date of termination; and
(iii) continuation of automobile benefits as in effect on the date of termination pursuant to Section 4(d)(ii). The Termination Benefits set forth in (i) and (ii) above shall continue effective until the later of (A) the expiration of the Tenn Initial Term or (B) three for twelve months from the date of termination of employment, provided that the Executive shall not have breached, (31) months after as of the date of termination; , any of his or her covenants or agreements contained in Sections 7 and 8 of this Agreement or (2) thereafter, any of his or her covenants or agreements contained in this Agreement. The Employer's liability for Salary continuation pursuant to Section 6(e)(iTermination Benefits set forth in (ii) and (iii) above shall be reduced by continue effective until the amount of any severance pay paid to the Executive pursuant to any severance pay plan or stay bonus plan expiration of the Employer. Notwithstanding the foregoingInitial Term, nothing in this Section 6(e) shall be construed to affect the Executive's right to receive COBRA continuation entirely at the Executive's own cost to the extent provided that the Executive may continue to be shall not have breached, (x) as of the date of termination, any of his or her covenants or agreements contained in Section 7 and 8 of this Agreement or (y) thereafter, any of his or her covenants or agreements contained in this Agreement. In the event that the Executive commences any employment or self- employment during the period during which the Executive is entitled to COBRA continuation after receive Termination Benefits (the Executive's right to cost sharing under Section 6(e)(ii) ceases."Termination Benefits Period"), the remaining amount of Salary due
Appears in 2 contracts
Samples: Employment Agreement (Merkert American Corp), Employment Agreement (Merkert American Corp)
Certain Termination Benefits. Unless otherwise specifically ---------------------------- provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive Employee under this Agreement shall terminate on the date of termination of the ExecutiveEmployee's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of the ExecutiveEmployee's employment with the Employer Company pursuant to Sections Section 6(c) and (dor Section 6(d) above, the Employer Company shall provide to the Executive Employee the following termination benefits ("Termination Benefits"):
(i) continuation of the Executivesalary at a rate equal to one-hundred (100%) of Employee's Base Salary at the rate then as in effect pursuant on the date of termination for a period of one year from the date of termination (payment shall be subject to Section 4(awithholding under applicable law and shall be made in periodic installments in accordance with the Company's usual payroll practice for executive officers of the Company as in effect from time to time); and
(ii) continuation of group health plan benefits during the first twelve (12) months in which Employees is receiving payments pursuant to subsection (i) above, to the extent authorized by and consistent with 29 U.S.C. (S) Section 1161 et seqET SEQ. (commonly known as "COBRA"), with the cost of the regular premium for such benefits shared in the same relative proportion by the Employer Company and the Executive Employee as in effect on the date of termination. The Company shall have the right to terminate all of the Termination Benefits set forth in (iSection 6(e)(i) and (iiSection 6(e)(ii) above shall continue effective until in the later of (A) the expiration of the Tenn or (B) three (3) months after the date of termination; event that Employee fails to comply with Employee's Continuing Obligations under this Agreement. The EmployerCompany's liability for Base Salary continuation pursuant to Section 6(e)(i) shall be reduced by the amount of any severance pay paid to the Executive Employee pursuant to any severance pay plan or stay bonus plan of the EmployerCompany. Notwithstanding the foregoing, nothing in this Section 6(e) shall be construed to affect the ExecutiveEmployee's right to receive COBRA continuation entirely at the ExecutiveEmployee's own cost to the extent that the Executive Employee may continue to be entitled to COBRA continuation after the ExecutiveEmployee's right to cost sharing under Section 6(e)(ii) ceases. The Company and Employee agree that the Termination Benefits paid by the Company to Employee under this Section 6(e) shall be in full satisfaction, compromise and release of any claims arising exclusively out of any termination of Employee's employment pursuant to Section 6(c) or Section 6(d), and that the payment of the Termination Benefits shall be contingent upon Employee's delivery of a general release effectuating such full satisfaction, compromise and release, in favor of the Company, Holdings and their affiliates of any and all claims arising exclusively out of any such termination (other than those arising under this Agreement, the Contribution Agreement and the other agreements delivered pursuant to the Contribution Agreement), which general release shall be effective upon termination of employment and shall be in a form reasonably satisfactory to the Company, it being understood that no Termination Benefits shall be provided unless and until Employee executes and delivers such release.
Appears in 1 contract
Certain Termination Benefits. Unless otherwise specifically ---------------------------- provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of the Executive's employment with the Employer Company pursuant to Sections Section 6(c) and (d) above, the Employer Company shall provide to the Executive the following termination benefits ("Termination Benefits"):
(i) continuation an amount equal to the greater of the Executive's Salary (x) his Salary, at the rate then in effect on the date of termination pursuant to Section 4(a)) hereof, which would have been payable for the full balance of the Term, which amount shall be payable in a single lump sum, or (y) his Salary, at the rate in effect on the date of termination pursuant to Section 4(a) hereof, for twelve months, which amount shall be payable in periodic installments due when Salary would otherwise have been payable to Executive hereunder, provided that payments pursuant to this Section 6(d)(i)(y) shall cease prior to the end of such twelve-month period if and when Executive secures a position of comparable responsibility with another employer; and
(ii) continuation of group health plan benefits for the balance of the Term to the extent authorized by and consistent with 29 U.S.C. (S) 1161 ss.1161 et seq. (commonly known as "COBRA"), with the cost of the regular premium for such benefits shared in the same relative proportion by the Employer Company and the Executive as in effect on the date of termination. The Termination Benefits set forth in (i) and (ii) above shall continue effective until the later of (A) the expiration of the Tenn or (B) three (3) months after the date of termination; The Employer's liability for Salary continuation pursuant to Section 6(e)(i) shall be reduced by the amount of any severance pay paid to the Executive pursuant to any severance pay plan or stay bonus plan of the Employer. Notwithstanding the foregoing, nothing Nothing in this Section 6(e6(d) shall be construed to affect the Executive's right to receive COBRA continuation entirely at the Executive's own cost to the extent that the Executive may continue to be entitled to COBRA continuation after the Executive's right to cost sharing under Section 6(e)(ii6(d)(ii) ceases.
Appears in 1 contract
Certain Termination Benefits. Unless otherwise specifically ---------------------------- provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of the Executive's employment with the Employer pursuant to Sections 6(c) and (dSection 5(c) above, the Employer shall provide to the Executive the following termination benefits ("Termination Benefits"):
(i) continuation of the Executive's Salary at the rate then in effect pursuant to Section 4(a); and
(ii) continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. (S) 1161 et seq. (commonly known as -- --- "COBRA"), with the cost of the regular premium for such benefits shared in the same relative proportion by the Employer and the Executive as in effect on the date of termination. The Termination Benefits set forth in (i) and (ii) above shall continue effective until the later of (A) the expiration first anniversary of the Tenn or (B) three (3) months after date on which the date of termination; The Employer's liability for Salary continuation pursuant to Section 6(e)(i) shall be reduced by the amount of any severance pay paid Employer begins providing Termination Benefits to the Executive; provided, however, that in the -------- ------- event the Executive pursuant to any severance pay plan or stay bonus plan breaches the terms of the EmployerEmployee Agreement regarding Inventions, Confidentiality and Non-competition between the Employee and the Employer (the "Non-competition Agreement"), then all of such Termination Benefits shall immediately cease. Notwithstanding the foregoing, nothing in this Section 6(e5(d) shall be construed to affect the ExecutiveEmployee's right to receive COBRA continuation entirely at the ExecutiveEmployee's own cost to the extent that the Executive Employee may continue to be entitled to COBRA continuation after the ExecutiveEmployee's right to cost sharing under Section 6(e)(ii5(d)(ii) ceases.
Appears in 1 contract
Certain Termination Benefits. Unless otherwise specifically ---------------------------- provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of the Executive's employment with the Employer pursuant to Sections 6(c5(c) above and (d) aboveupon delivery by the Executive to the Employer of a separation agreement, including, without limitation, a general and irrevocable release of claims in favor of the Employer, in a form acceptable to the Employer, the Employer shall provide to the Executive the following termination benefits ("Termination Benefits"):
(i) continuation of the Executive's Salary at the rate then in effect pursuant to Section 4(a); and
(ii) continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. (S) 1161 et seq. (commonly known as -- --- "COBRA"), with the cost of the regular premium for such benefits shared in the same relative proportion by the Employer and the Executive as in effect on the date of termination. The Termination Benefits set forth in (i) and (ii) above shall continue effective until the later of (A) the expiration first anniversary of the Tenn or (B) three (3) months after date on which the date of termination; The Employer's liability for Salary continuation pursuant to Section 6(e)(i) shall be reduced by the amount of any severance pay paid Employer begins providing Termination Benefits to the Executive; provided, however, that in the -------- ------- event the Executive pursuant to any severance pay plan or stay bonus plan breaches the terms of the EmployerConfidentiality Agreement (as defined below), then all of such Termination Benefits shall immediately cease. Notwithstanding the foregoing, nothing in this Section 6(e5(d) shall be construed to affect the ExecutiveEmployee's right to receive COBRA continuation entirely at the ExecutiveEmployee's own cost to the extent that the Executive Employee may continue to be entitled to COBRA continuation after the ExecutiveEmployee's right to cost sharing under Section 6(e)(ii5(d)(ii) ceases.
Appears in 1 contract
Certain Termination Benefits. Unless otherwise specifically ---------------------------- provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive Employee under this Agreement shall terminate on the date of termination of the ExecutiveEmployee's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of the ExecutiveEmployee's employment with the Employer Company pursuant to Sections Section 6(c) and or the Company's failure to renew this Agreement as contemplated by Section 6(g), subject to the Employee's continuing compliance with his obligations under the Non-Compete Agreement (dother than those under the Section entitled "Non-Compete/Exclusivity") above, the Employer Company shall provide to the Executive Employee the following termination benefits ("Termination Benefits"):
(i) continuation of the ExecutiveEmployee's Salary at the rate then in effect pursuant to Section 4(a); and;
(ii) a bonus of twenty-five percent (25%) of the base salary earned in the calender year of the termination.
(iii) continuation of group health plan benefits all Benefits to the extent authorized by and consistent with 29 U.S.C. (S) Section 1161 et seq. (commonly known as "COBRA"), with the cost of the regular premium for such benefits Benefits shared in the same relative proportion by the Employer Company and the Executive Employee as in effect on the date of termination. The ;
(iv) the Termination Benefits set forth in (i) ), (ii), and (iiiii) above shall continue effective until the later of (A) the expiration of the Tenn or (B) three (3) six months after from the date of termination; The Employer's liability for Salary continuation pursuant to Section 6(e)(i) shall be reduced by the amount of any severance pay paid to the Executive pursuant to any severance pay plan or stay bonus plan termination of the EmployerEmployee's employment, and will include such payments for accrued vacation pay and any similar items required by law. Notwithstanding the foregoing, nothing in this Section 6(e6(d) shall be construed to affect the ExecutiveEmployee's right to receive COBRA continuation entirely at the ExecutiveEmployee's own cost to the extent that the Executive Employee may continue to be entitled to COBRA continuation after the ExecutiveEmployee's right to cost sharing under Section 6(e)(ii6(d)(iii) ceases;
(v) Any options exercisable for Class A Common Stock granted to the Employee which are not vested at that time shall be deemed to have vested to the extent of fifty percent (50%) of such remaining unvested portion;
(vi) Employee will be released from the restrictions and covenants contained within the section entitled "Non-Compete/Exclusivity" under the Non-Compete Agreement executed by Employee, and upon termination of the payment of the Termination Benefits set forth in (i), (ii), and (iii) above, Employee will be released from the restrictions and covenants contained within the section entitled "Non-Solicitation" under the Non-Compete Agreement executed by Employee; provided, however, that at Employee's option upon prior written notice to the Company, Employee shall be released from the restrictions and covenants contained within the section entitled "Non-Solicitation" under the Non-Compete Agreement executed by Employee, and the Company shall have no further liability or obligation for the payment of any remaining Termination Benefits under Sections 6(d)(i), 6(d)(ii) and 6(d)(iii) from and after the date of such notice, which Termination Benefits shall be forfeited by Employee; and
(vii) In addition to the foregoing, in the event of the termination of the Employee's employment with the Company for any reason, the Employee shall be entitled to payment of any accrued and unpaid Benefits for which the Employee may otherwise be vested or entitled in accordance with the terms of the applicable plans governing such Benefits and to payment for reimbursable expenses under applicable Company policy within thirty (30) days of termination.
Appears in 1 contract
Certain Termination Benefits. Unless otherwise specifically ---------------------------- provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive's ’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of the Executive's ’s employment with the Employer pursuant to Sections Section 6(c) and (dabove or termination by the Executive with Good Reason pursuant to Section 6(b) above, the Employer shall provide to the Executive the following termination benefits ("“Termination Benefits"):”), provided that the Executive executes (and does not revoke) a valid and enforceable separation agreement and release of claims (the “Release”) in a form acceptable to the Employer, within the time frame set forth in the Release which shall not exceed 45 days of the receipt of the Release:
(i) continuation of the Executive's a lump sum equal to 12 months Salary (at the rate then in effect pursuant to Section 4(a)), payable in the next regular pay period that occurs more than 30 days following the date of termination of the Executive’s employment under this Agreement; and
(ii) continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. (S) § 1161 et seq. (commonly known as "“COBRA"”), with the cost of the regular premium for such benefits shared in the same relative proportion by the Employer and the Executive as in effect on the date of termination. The Termination Benefits set forth in (i) and (ii) above shall continue effective termination until the later of (A) the expiration of the Tenn or (B) three (3) 12 months after the date of termination; The Employer's liability for Salary continuation pursuant to Section 6(e)(i) shall be reduced by the amount of any severance pay paid to the Executive pursuant to any severance pay plan or stay bonus plan of the Employer. Notwithstanding the foregoing, nothing in this Section 6(e6(d) shall be construed to affect the Executive's ’s right to receive COBRA continuation entirely at the Executive's ’s own cost to the extent that the Executive may continue to be entitled to COBRA continuation after the Executive's ’s right to cost sharing under Section 6(e)(ii6(d)(ii) ceases; and
(iii) that portion of his or her bonus as had been accrued by the Employer in accordance with generally accepted accounting principles as of the end of the fiscal quarter immediately preceding such termination. This portion of the bonus will be paid to the Executive at the time the Employer pays bonuses to other senior employees, provided that it shall be paid no later than March 14 of the calendar year immediately following the calendar year during which termination of employment occurs.
(iv) If the Release is not executed (without revocation) within the time provided above, or (y) the Executive violates any provision of Section 7, below, the Executive shall forfeit all rights to any Termination Benefits under this Agreement.
Appears in 1 contract
Certain Termination Benefits. Unless otherwise specifically ---------------------------- provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive's employment under this AgreementAgreement pursuant to this Section 6 or due to delivery of a Non-renewal Notice from either party to the other. Notwithstanding the foregoing, in the event of termination of the Executive's employment with the Employer pursuant to Sections Section 6(c) and (d) above, the Employer shall provide to the Executive the following termination benefits ("Termination Benefits"):
(i) continuation of the Executive's Salary at the rate then in effect pursuant to Section 4(a); and;
(ii) continuation of group health plan benefits benefits, (A) if permitted by Employer's health plan or if Employer self-insures (provided that Employer shall have no obligation to self-insure), until the expiration of the Initial Term, or (B) if not permitted by Employer's health plan, to the extent authorized by and consistent with 29 U.S.C. (S) 1161 et seq. (commonly known as "COBRA"), in either case with the cost of the regular premium for such benefits shared in the same relative proportion by the Employer and the Executive as in effect on the date of termination; and
(iii) continuation of automobile benefits as in effect on the date of termination pursuant to Section 4(d)(ii). The Termination Benefits set forth in (i) and (ii) above shall continue effective until the later of (A) the expiration of the Tenn Initial Term or (B) three for twelve months from the date of termination of employment, provided that the Executive shall not have breached, (31) months after as of the date of termination; , any of his or her covenants or agreements contained in Sections 7 and 8 of this Agreement or (2) thereafter, any of his or her covenants or agreements contained in this Agreement. The Employer's liability for Salary continuation pursuant to Section 6(e)(iTermination Benefits set forth in (ii) and (iii) above shall be reduced by continue effective until the amount of any severance pay paid to the Executive pursuant to any severance pay plan or stay bonus plan expiration of the Employer. Notwithstanding the foregoingInitial Term, nothing in this Section 6(e) shall be construed to affect the Executive's right to receive COBRA continuation entirely at the Executive's own cost to the extent provided that the Executive may continue to be entitled to COBRA continuation after shall not have breached, (x) as of the Executive's right to cost sharing under date of termination, any of his or her covenants or agreements contained in Section 6(e)(ii) ceases.7
Appears in 1 contract
Samples: Employment and Noncompetition Agreement (Merkert American Corp)
Certain Termination Benefits. Unless otherwise specifically ---------------------------- provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of the Executive's employment with the Employer pursuant to Sections 6(c5(c) and (d5(d) aboveabove and upon delivery by the Executive to the Employer of a separation agreement, including, without limitation, a general and irrevocable release of claims in favor of the Employer, in a form acceptable to the Employer, the Employer shall provide to the Executive the following termination benefits ("Termination Benefits"):
(i) continuation of the Executive's Salary at the rate then in effect pursuant to Section 4(a); and
(ii) continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. (S) 1161 et seq. (commonly known as -- --- "COBRA"), with the cost of the regular premium for such benefits shared in the same relative proportion by the Employer and the Executive as in effect on the date of termination. The Termination Benefits set forth in (i) and (ii) above shall continue effective until the later of (A) the expiration first anniversary of the Tenn or (B) three (3) months after date on which the date of termination; The Employer's liability for Salary continuation pursuant to Section 6(e)(i) shall be reduced by the amount of any severance pay paid Employer begins providing Termination Benefits to the Executive; provided, however, that in the -------- ------- event the Executive pursuant to any severance pay plan or stay bonus plan breaches the terms of the EmployerConfidentiality Agreement, then all of such Termination Benefits shall immediately cease. Notwithstanding the foregoing, nothing in this Section 6(e5(e) shall be construed to affect the ExecutiveEmployee's right to receive COBRA continuation entirely at the ExecutiveEmployee's own cost to the extent that the Executive Employee may continue to be entitled to COBRA continuation after the ExecutiveEmployee's right to cost sharing under Section 6(e)(ii5(e)(ii) ceases.
Appears in 1 contract
Certain Termination Benefits. Unless otherwise specifically ---------------------------- provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive Employee under this Agreement shall terminate on the date of termination of the Executive's Employee’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of the Executive's Employee’s employment with the Employer pursuant to Sections Section 6(c) above and (d) abovesubject to the Employee’s agreement to a release of any and all legal claims in a form satisfactory to the Employer, the Employer shall provide to the Executive Employee the following termination benefits ("“Termination Benefits"”):
(i) continuation of the Executive's Employee’s Salary at the rate then in effect pursuant to Section 4(a5(a) and payable at the times provided in Section 5(a); and
(ii) continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. (S) 1161 § 1161, et seq. (commonly known as "“COBRA"”), with the cost of the regular premium for such benefits shared in the same relative proportion by the Employer and the Executive Employee as in effect on the date of termination. The Termination Benefits set forth in (i) and (ii) above shall only continue effective in effect until the later earlier of (A) the expiration of the Tenn Term; or (B) three in the event that the Employee commences any employment or self-employment, pursuant to which Employee works or is paid for an equivalent of at least 30 hours per week, during the period during which the Employee is entitled to receive Termination Benefits (3the “Termination Benefits Period”), in which case continuation provided under Section 6(d) months after (i) and (ii) shall cease effective as of the date of termination; commencement of such employment or self-employment. The Employer's ’s liability for Salary continuation pursuant to Section 6(e)(i6(d)(i) shall be reduced by the amount of any severance pay due or otherwise paid to the Executive Employee pursuant to any severance pay plan or stay bonus plan of the Employer. Notwithstanding the foregoing, nothing in this Section 6(e6(d) shall be construed to affect the Executive's Employee’s right to receive COBRA continuation entirely at the Executive's Employee’s own cost to the extent that the Executive Employee may continue to be entitled to COBRA continuation after the Executive's Employee’s right to cost sharing under Section 6(e)(ii6(d)(ii) ceases. The Employee shall be obligated to give prompt notice of the date of commencement of any employment or self-employment during the Termination Benefits Period and shall respond promptly to any reasonable inquiries concerning any employment or self-employment in which the Employee engages during the Termination Benefits Period.
Appears in 1 contract
Certain Termination Benefits. Unless otherwise specifically ---------------------------- provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive's employment under this AgreementAgreement pursuant to this Section 6 or due to delivery of a Non-renewal Notice from either party to the other. Notwithstanding the foregoing, in the event of termination of the Executive's employment with the Employer pursuant to Sections Section 6(c) and (d) above, the Employer shall provide to the Executive the following termination benefits ("Termination Benefits"):
(i) continuation of the Executive's Salary at the rate then in effect pursuant to Section 4(a); and;
(ii) continuation of group health plan benefits benefits, (A) if permitted by Employer's health plan or if Employer self-insures (provided that Employer shall have no obligations to self- insure), until the expiration of the Initial Term, or (B) if not permitted by Employer's health plan, to the extent authorized by and consistent with 29 U.S.C. U.S.C (S) 1161 et seq. (commonly known as "COBRA"), in either case with the cost of the regular premium for such benefits shared in the same relative proportion by the Employer and the Executive as in effect on the date of termination; and
(iii) continuation of automobile benefits as in effect on the date of termination pursuant to Section 4(d)(ii). The Termination Benefits set forth in (i) and (ii) above shall continue effective until the later of (A) the expiration of the Tenn Initial Term or (B) three for twelve months from the date of termination of employment, provided that the Executive shall not have breached, (31) months after as of the date of termination; , any of his or her covenants or agreements contained in Sections 7 and 8 of this Agreement or (2) thereafter, any of his or her covenants or agreements contained in this Agreement. The Termination Benefits set forth in (ii) and (iii) above shall continue effective until the expiration of the Initial Term, provided that the Executive shall not have breached, (x) as of the date of termination, any of his or her covenants or agreements contained in Section 7 and 8 of this Agreement or (y) thereafter, any of his or her covenants or agreements contained in this Agreement. In the event that the Executive commences any employment or self- employment during the period during which the Executive is entitled to receive Termination Benefits (the "Termination Benefits Period"), the remaining amount of Salary due for the period from the commencement of such employment or self- employment to the end of the Termination Benefits Period shall be reduced by one-half and the Termination Benefits provided under Sections 6(d)(ii) and (iii) shall cease effective as of the date of commencement of such employment or self- employment. The Employer's liability for Salary continuation pursuant to Section 6(e)(i) shall be reduced by the amount of any severance pay paid to the Executive pursuant to any severance pay plan or stay bonus plan of the Employer. Notwithstanding the foregoing, nothing in this Section 6(e) shall be construed to affect the Executive's right to receive COBRA continuation entirely at the Executive's own cost to the extent that the Executive may continue to be entitled to COBRA continuation after the Executive's right to cost sharing under Section 6(e)(ii) ceases.continuation
Appears in 1 contract
Samples: Employment Agreement (Monroe Inc)
Certain Termination Benefits. Unless otherwise specifically ---------------------------- provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive's employment under this Agreement. Notwithstanding the foregoing, in the event of termination of the Executive's employment with the Employer pursuant to Sections 6(c) and (dor 6(d) above, the Employer shall provide to the Executive the following termination benefits ("Termination Benefits"):) set forth in (i)-(v) below, and in the event of termination of the Executive's employment pursuant to Sections 6(e) or 6(f), the Employer shall provide the Executive the Termination Benefits set forth in (iii)-(v) below:
(i) continuation Continuation of the Executive's Salary at the rate then in effect pursuant to Section 4(a); and;
(ii) any and all payments required by Section 1.8 of the Purchase Agreement, which payments shall accelerate and be payable immediately;
(iii) an amount equal to the bonus, if any, otherwise payable to Executive on account of the entire fiscal year in which such termination occurs, multiplied by a fraction, the numerator of which shall be the number of days in the fiscal year preceding the effective date of termination and the denominator of which shall be 365;
(iv) continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. (S) U.S.C.ss. 1161 et seq. (commonly known as "COBRA"), with the cost of the regular premium for such benefits shared in the shaxxx xx xhe same relative proportion by the Employer or Parent and the Executive as in effect on the date of termination. The Termination Benefits set forth in ; and
(iv) and (ii) above shall continue all other amounts to which Executive is entitled hereunder, including, without limitation any expense reimbursement amounts accrued to the effective until the later of (A) the expiration of the Tenn or (B) three (3) months after the date of termination; The Employer's liability for Salary continuation pursuant to Section 6(e)(i) shall be reduced by the amount of any severance pay paid to the Executive pursuant to any severance pay plan or stay bonus plan of the Employer. Notwithstanding the foregoing, nothing in this Section 6(e) shall be construed to affect the Executive's right to receive COBRA continuation entirely at the Executive's own cost to the extent that the Executive may continue to be entitled to COBRA continuation after the Executive's right to cost sharing under Section 6(e)(ii) ceases.
Appears in 1 contract
Samples: Employment Agreement (Perini Corp)
Certain Termination Benefits. Unless otherwise specifically ---------------------------- provided in this Agreement or otherwise required by law, all compensation and benefits payable to the Executive under this Agreement shall terminate on the date of termination of the Executive's ’s employment under this Agreement. Notwithstanding the foregoing, in the event of termination of the Executive's ’s employment with the Employer pursuant to Sections Section 6(c) and (dor 6(d) above, or in the event the Agreement is not extended by action of the Employer as provided in Section 3 (and subject to the notice requirements set forth in Section 3), the Employer shall provide to the Executive the following termination benefits ("“Termination Benefits"”):
(i) continuation of the Executive's ’s Salary at the rate then in effect pursuant to Section 4(a); and
(ii) continuation of group health plan benefits to the extent authorized by and consistent with 29 26 U.S.C. (S) 1161 et seq. s. 4980B (commonly known as "“COBRA"”), with the cost of the regular premium for such benefits shared paid in the same relative proportion full by the Employer and Employer, to the Executive extent that such group health plan coverage continuation constitutes an arrangement excluded from the application of Section 409A of the Internal Revenue Code of 1986, as in effect on amended (the date of termination“Code”). The Termination Benefits set forth in subsection (i) and (ii) above shall continue effective until the later for a period of (A) the expiration of the Tenn or (B) three (3) months after two years from the date of the Executive’s termination; provided that in the event that the Executive commences any employment or self-employment in violation of Section 7(d) during the period during which the Executive is entitled to receive Termination Benefits (the “Termination Benefits Period”), the remaining amount of Salary due pursuant to Section 6(e)(i) for the period from the commencement of such employment or self-employment to the end of the Termination Benefits Period shall be forfeited and the payments provided under Section 6(e)(ii) shall cease effective as of the date of commencement of such employment or self-employment. The Employer's ’s liability for Salary continuation pursuant to Section 6(e)(i) shall be reduced by the amount of any severance pay due or otherwise paid to the Executive pursuant to any severance pay plan or stay bonus plan of the Employer. Notwithstanding the foregoing, nothing if, as of the date of the Executive’s termination, the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and the Termination Benefits set forth in subsection (i) above are treated as being made on account of separation from service pursuant to Section 409A(a)(2)(A)(i) of the Code, the aggregate amount of the first seven months of Termination Benefits set forth in subsection (i) shall be payable to the Executive pursuant to this Section 6(e) beginning on the first day of the seventh month following the date of termination of the Executive’s employment with the Employer; provided that if the Executive is involuntarily terminated within the meaning of Section 1.409A-1(n) of the Treasury Regulations, or if the Executive’s voluntary termination for good reason is treated as an involuntary termination within the meaning of Section 1.409A-1(n) of the Treasury Regulations, (x) she shall be construed to affect the Executive's right entitled to receive COBRA continuation entirely at the Executive's own cost Termination Benefits set forth in subsection (i), regardless of her status as a “specified employee,” to the extent that the total amount of any payments does not exceed two times the lesser of (A) the sum of the Executive’s annualized compensation based on the annual rate of pay for services provided to the Employer and the Holding Companies for the taxable year of the Executive may continue to be entitled to COBRA continuation after preceding the taxable year of the Executive in which the Executive's right ’s employment is terminated (adjusted for any increase during that year that was expected to cost sharing continue indefinitely if the Executive’s employment had not been terminated), or (B) the maximum amount that may be taken into account under a qualified plan pursuant to Section 6(e)(ii401(a)(17) ceasesof the Code for the year in which the Executive’s employment is terminated, and (y) any portion of the Termination Benefits set forth in subsection (i) that is in excess of the amount described in subsection (x) shall be paid to the Executive commencing on the first day of the seventh month following the date of termination of the Executive’s employment with the Employer.
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Certain Termination Benefits. Unless otherwise specifically ---------------------------- provided in (i) Upon termination of the Employee's employment under this Agreement pursuant to Subsection 6(a), 6(b) or otherwise required by law6(c), all compensation and benefits payable to obligations of the Executive Employer under this Agreement shall thereupon immediately terminate on other than any obligations with respect to Salary during the date Term (such Salary to be paid subject to and in accordance with Section 4). Payment or payments of such liquidated amount is agreed by the parties hereto to be in full satisfaction and compromise of any claims arising out of any such termination of the ExecutiveEmployee's employment employment. Following a termination under Subsection 6(a), 6(b) or 6(c), the Employer shall have any and all rights and remedies under applicable law in connection with any breach of this Agreement. Agreement by the Employee, and the Employee shall be subject to the provisions of Section 7.
(ii) Notwithstanding the foregoingclause (i) of this Subsection 6(d), in the event of termination of the ExecutiveEmployee's employment with the Employer under this Agreement pursuant to Sections Subsection 6(c) and (d) above), the Employer Employee shall provide be entitled to the Executive the following termination benefits ("Termination Benefits"):
(i) continuation of the Executive's Salary at the rate then in effect pursuant to Section 4(a); and
(ii) continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. (S) 1161 S)1161 et seq. (commonly known as "COBRA"), with the cost of the regular -- --- premium for such benefits shared in the same relative proportion by the Employer and the Executive Employee as in effect on the date of termination. The Termination ; provided that in the -------- event that the Employee commences any employment or self-employment during the period during which the Employee is entitled to receive benefits under this Subsection 6(d)(ii) (the "Benefits set forth in (i) and (ii) above Period"), such payments shall continue cease effective until the later as of (A) the expiration of the Tenn or (B) three (3) months after the date of termination; The Employer's liability for Salary continuation pursuant to Section 6(e)(i) shall be reduced by the amount commencement of any severance pay paid to the Executive pursuant to any severance pay plan such employment or stay bonus plan of the Employerself-employment. Notwithstanding the foregoing, nothing in this Section 6(eSubsection 6(d)(ii) shall be construed to affect the ExecutiveEmployee's right to receive COBRA continuation entirely at the ExecutiveEmployee's own cost to the extent that the Executive Employee may continue to be entitled to COBRA continuation after the ExecutiveEmployee's right to cost sharing under Section 6(e)(ii) ceases.this Subsection 6(d)(ii)
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