Change in Control Severance Payments. If a Change in Control occurs and the Executive’s employment with the Company is terminated (x) other than by reason of a Nonqualifying Termination (1) during the Change in Control Termination Period or (2) prior to the Change in Control Termination Period and the Executive reasonably demonstrates that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect such Change in Control and who effectuates such Change in Control (or such termination was otherwise in anticipation of such Change in Control) or (y) by the Executive for any reason during the Window Period, then, subject to Section 6 and Section 19 the Company shall pay or provide the Executive (or the Executive’s beneficiary or estate) with the following payments or benefits: (a) a lump-sum cash amount within thirty (30) days following the Date of Termination (or, if later, the date of the Change in Control) equal to the sum of the Accrued Amounts; (b) a lump-sum cash amount within the calendar year next following the calendar year during which the Date of Termination occurs equal to the Pro-Rata Bonus; (c) a lump-sum cash amount within thirty (30) days following the Date of Termination (or, if later, the date of the Change in Control) equal to one and one-half times the sum of: (A) the Executive’s highest rate of annual base salary during the 12-month period prior to the Date of Termination; and (B) the greatest of (1) the Executive’s target bonus for the fiscal year in which the Executive’s Date of Termination occurs, (2) the Executive’s target bonus for the fiscal year in which the Change in Control occurs and (3) the average of the actual bonuses earned by the Executive in respect of the two (2) preceding fiscal years of the Company immediately preceding the fiscal year in which the Change in Control occurs; (d) COBRA continuation coverage pursuant to Section 3(d), except that the Company will pay the portion of the Executive’s COBRA premium equivalent to what the Company would have paid if the Executive were an employee of the Company for a period of up to eighteen (18) months following the Date of Termination instead of for up to twelve (12) months; (e) with respect to outstanding equity awards held by the Executive as of the Date of Termination, all stock options and stock appreciation rights shall vest and become exercisable and the restrictions on all restricted stock awards, restricted stock units and other equity or incentive awards shall lapse and such awards shall become immediately payable; and
Appears in 6 contracts
Samples: Severance Agreement (Force Protection Inc), Severance Agreement (Force Protection Inc), Severance Agreement (Force Protection Inc)
Change in Control Severance Payments. If a Change in Control occurs and the Executive’s employment with the Company is terminated (x) other than by reason of a Nonqualifying Termination (1) during the Change in Control Termination Period or (2) prior to the Change in Control Termination Period and the Executive reasonably demonstrates that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect such Change in Control and who effectuates such Change in Control (or such termination was otherwise in anticipation of such Change in Control) or (y) by the Executive for any reason during the Window Period, then, subject to Section 6 and Section 19 the Company shall pay or provide the Executive (or the Executive’s beneficiary or estate) with the following payments or benefits:
(a) a lump-sum cash amount within thirty (30) days following the Date of Termination (or, if later, the date of the Change in Control) equal to the sum of the Accrued Amounts;
(b) a lump-sum cash amount within the calendar year next following the calendar year during which the Date of Termination occurs equal to the Pro-Rata Bonus;
(c) a lump-sum cash amount within thirty (30) days on the 55th day following the Date of Termination (or, if later, the date of the Change in Control) equal to one and one-half times the sum of: (A) the Executive’s highest rate of annual base salary during the 12-month period prior to the Date of Termination; and (B) the greatest of (1) the Executive’s target bonus for the fiscal year in which the Executive’s Date of Termination occurs, (2) the Executive’s target bonus for the fiscal year in which the Change in Control occurs and (3) the average of the actual bonuses earned by the Executive in respect of the two (2) preceding fiscal years of the Company immediately preceding the fiscal year in which the Change in Control occurs;
(d) COBRA continuation coverage pursuant to Section 3(d), except that the Company will pay the portion of the Executive’s COBRA premium equivalent to what the Company would have paid if the Executive were an employee of the Company for a period of up to eighteen (18) months following the Date of Termination instead of for up to twelve (12) months;
(e) with respect to outstanding equity awards held by the Executive as of the Date of Termination, all stock options and stock appreciation rights shall vest and become exercisable and the restrictions on all restricted stock awards, restricted stock units and other equity or incentive awards shall lapse and such awards shall become immediately payable; provided, however, that if any such award is subject to Section 409A (as defined in Section 19, below), the provisions of this Section 3(e) will not result in the immediate payment of such award if such payment would result in the imposition of tax, interest and/or penalties upon the Executive under Section 409A, in which case such payment shall be made at the earliest time such payment can be made without resulting in the imposition of tax, interest and/or penalties upon the Executive under Section 409A; and
Appears in 2 contracts
Samples: Severance Agreement (Force Protection Inc), Severance Agreement (Force Protection Inc)
Change in Control Severance Payments. If a Change Upon any of the events described in Control occurs and the Executive’s employment with Section 2.5, the Company is terminated shall pay the Officer compensation and benefits for the three year period immediately following the Termination Date (x) other than by reason of a Nonqualifying Termination the "Continuation Period"), as follows:
(1a) during the Change Continuation Period, the Officer shall (i) continue to receive salary under Section 1.2 at the greater of the rate in Control effect at the Termination Period Date or (2) the rate in effect immediately prior to the Change in Control Control, and (ii) continue to actively participate in the Compensation and Benefit Plans, except as otherwise provided below, that he actively participated in as of the Termination Period Date as though he continued in the employment of the Company (without regard to any amendment or termination of the Compensation and Benefit Plans made on or after the Executive reasonably demonstrates that such termination was at the request date of a third party who had indicated an intention or taken steps reasonably calculated to effect such Change in Control and who effectuates such Change in Control (or such termination was otherwise in anticipation of such Change in Control) or (y) ); provided, however, that any benefit to be provided by a Compensation and Benefit Plan may be provided by the Executive for any reason during Company through cash of equivalent value or through a non-qualified arrangement or arrangements if, in the Window Periodjudgment of the Company, then, subject permitting the Officer to Section 6 and Section 19 participate in such plan after the Company shall pay or provide Termination Date would adversely affect the Executive (or the Executive’s beneficiary or estate) with the following payments or benefits:tax status of such plan; and
(ab) the Officer shall receive a lump-lump sum cash amount payment within thirty days after the Termination Date equal to the product of three and the greatest of the Officer's target annual incentive award (30expressed as a dollar value) days following under the Date Company's Annual Incentive Compensation Plan (the "Annual Target Award") as of the Termination (orDate, if later, the Annual Target Award as of the date of the Change in Control, or the Officer's annual target incentive award (expressed as a dollar value) equal to the sum under any annual incentive compensation plan of the Accrued Amounts;
(b) a lump-sum cash amount within the calendar year next following the calendar year during which the Date of Termination occurs equal to the Pro-Rata Bonus;Company's successor; and
(c) the Officer shall receive a lump-lump sum cash amount payment within thirty days after the Termination Date equal to the Officer's target long term incentive award (30) days following expressed as a dollar value and based on the Date greater of Termination (or, if later, the Officer's Salary as of the date of the Change in Control) equal to one and one-half times , or as of the sum of: (A) Termination Date), if any, under the Executive’s highest rate Company's Long Term Incentive Compensation Plan, or if greater, the Officer's target award under any long term incentive plan of annual base salary during the 12-month Company's successor, for the performance period prior to the Date of Termination; and (B) the greatest of (1) the Executive’s target bonus for ending in the fiscal year in which the Executive’s Termination Date occurs; and
(d) during the Continuation Period, the Officer shall not participate in the Company's Employees' Stock Compensation Plan, except that options giving the Officer the right to purchase any stock of the Company or any affiliate of the Company and shares of restricted stock, which had been granted prior to the Officer's Termination occursDate, shall, to the extent provided for by the terms and conditions of the Employees' Stock Compensation Plan, and any agreements between the Company and the Officer thereunder, become immediately and fully exercisable (2or, in the case of restricted stock shares, become nonforfeitable) or shall be paid in the Executive’s target bonus for form of limited stock appreciation rights. The payments described in this Section 2.6 shall be in addition to any salary payments or Compensation and Benefit Plan payments due to the fiscal year Officer as of the Termination Date. The Company's obligation to make payments under this Section 2.6 shall not be affected by the earnings or any other income of the Officer, except to the extent provided in which the non-compete provisions contained in Section 2.7. To the extent benefits to be provided pursuant to this Section 2.6 are determined on the basis of the Officer's compensation, the compensation to be used to determine such benefits after the Officer's Termination Date shall be the greater of the Officer's compensation used to determine such benefits immediately prior to the Change in Control occurs and (3) or the average Officer's compensation used to determine such benefits immediately prior to the Officer's Termination Date. The Officer's compensation, which is used to determine benefits under this Section 2.6, shall be assumed to have continued for the entire Continuation Period, regardless of whether such payments are paid in a lump-sum payment pursuant to this Agreement or an election of the actual bonuses earned Officer. To the extent that benefits to be provided by the Executive Company pursuant to this Section 2.6 are matching contributions pursuant to the Company Reserve Plus Retirement Savings Plan or Supplemental Savings Plan, the amount of matching contributions to be paid by the Company in respect any year following the date of the two (2) preceding fiscal years Officer's Termination Date shall be the greater of the amount of the matching contribution made by the Company immediately preceding for the fiscal most recent plan year in which that ended prior to the Change in Control occurs;
(d) COBRA continuation coverage or the amount of matching contributions made by the Company for the most recent plan year that ended prior to the Officer's Termination Date. To the extent benefits payable pursuant to this Section 2.6 are determined by reference to the Officer's years of service with the Company, such as the determination of the Officer's accrued benefits under the Company's qualified or non-qualified retirement plans, such years of service shall be determined by including years that occur during the Continuation Period, regardless of whether the Officer elects to receive salary payments payable to him in a lump-sum payment pursuant to Section 3(d2.8 of this Agreement. In addition, to the extent the Officer is less than 100% vested in any benefits provided by the Compensation and Benefit Plans, he shall become 100% vested upon his Termination Date. For purposes of determining an Officer's right under this Section 2.6 to accrue benefits during the Continuation Period under the Company Employees' Retirement Plan, Supplemental Retirement Plan and Excess Benefit Plan, the Officer's accrued benefits (including early retirement subsidies) shall be calculated by taking into account the years of service that the Officer would have accrued during the Continuation Period, the Officer's compensation, as such term is defined in the Company Employees' Retirement Plan ("Retirement Compensation"), except payable for the Continuation Period and the retirement points that the Officer would have accumulated under the Company will pay Employees' Retirement Plan based on the portion Officer's projected age and years of service at the end of the Executive’s COBRA Continuation Period. The benefit accrued pursuant to this Section 2.6 shall include both the additional benefit, based on the service, Retirement Compensation, and retirement points that are credited during the Continuation Period, and the increase in the retirement benefits accrued prior to the Continuation Period due to the crediting of additional service, Retirement Compensation and retirement points during the Continuation Period. All of the retirement benefits accrued pursuant to this Section 2.6 shall be paid in a single, lump-sum payment, pursuant to Section 2.8 of this Agreement. In addition to any cash equivalency payment or medical benefit coverage provided to the Officer for the Continuation Period, the Officer shall also be eligible to receive a lump-sum cash payment equal to the difference between the amount of retiree medical premium equivalent payments that would be paid by the Company until the Officer's attainment of age 65 under the Company Employees' Health Care Plan, as in effect immediately prior to what the Change in Control (the "Health Care Plan"), based on the Officer's age and years of service on the date of the Officer's Termination Date, and the amount of such premium payments that would have been paid under the Health Care Plan based on the projected age and years of service of the Officer through the end of the Continuation Period. If, after taking into consideration the Officer's projected age and years of service through the end of the Continuation Period, the Officer would not have been entitled to Company paid retiree medical premium payments, but the Officer would have completed five or more years of service with the Company and attained age 55 (thereby making the Officer eligible for retiree medical coverage under the Health Care Plan), then the lump-sum payment shall be calculated by assuming that the Company would have paid if the Executive were an employee 25% of the cost of retiree medical premium payments until the Officer's attainment of age 65. For purposes of determining the amount of any lump-sum payment to the Officer under this paragraph, amounts that the Company would have paid for a period retiree medical premium payments shall be determined by assuming that the Company's Health Care Plan premium costs would increase at the rate of up 7% per year. For purposes of determining the lump-sum payment of retiree medical premium payments and cash equivalency or medical benefit coverage to eighteen (18) months following be provided to the Date of Termination instead of Officer during the Continuation Period, such amounts or benefits shall include coverage for up to twelve (12) months;
(e) with respect to outstanding equity awards held the Officer's spouse, provided that the Officer's spouse was covered by the Executive as of Health Care Plan immediately prior to the Date of Termination, all stock options and stock appreciation rights shall vest and become exercisable and the restrictions on all restricted stock awards, restricted stock units and other equity or incentive awards shall lapse and such awards shall become immediately payable; andChange in Control.
Appears in 1 contract
Samples: Management Continuity Agreement (First of America Bank Corp /Mi/)
Change in Control Severance Payments. If a Change in Control occurs In the event of and the Executive’s employment with the Company is terminated (x) other than by reason of a Nonqualifying Termination (1) during the Change in Control Termination Period or (2) prior to the Change in Control Termination Period and the Executive reasonably demonstrates that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect such Change in Control and who effectuates such Change in Control (or such termination was otherwise in anticipation of such Change in Control) or (y) by the Executive for any reason during the Window Period, then, subject to Section 6 and Section 19 the Company shall pay or provide the Executive (or the Executive’s beneficiary or estate) with the following payments or benefits:
(a) a lump-sum cash amount within thirty (30) days following the Date of Termination (or, if laterTermination, the date Company shall pay to the Executive the following benefits (collectively, "Change in Control Severance Payments"):
(a) His Base Salary and all other benefits due him as if he had remained an employee pursuant to this Article V through the remainder of the Change month in Controlwhich Termination occurs, less applicable withholding taxes and other authorized payroll deductions;
(b) The amount equal to the target award for the Executive under the Company's annual bonus plan for the fiscal year in which Termination occurs, reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which Termination occurs; provided, that if the Executive has deferred his award for such year under the plan, the payment due the Executive under this Paragraph (b) shall be paid in accordance with the terms of the deferral;
(c) The amount equal to the target award for the Executive under the Company's long-term incentive plan for the fiscal year in which Termination occurs, reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which Termination occurs;
(d) A lump sum severance allowance in an amount which is equal to the sum of the Accrued Amountsamounts determined in accordance with the following subparagraphs (i), (ii) and (iii):
(i) an amount equivalent to three times the Executive's Base Salary at the rate in effect immediately prior to Termination;
(bii) a lump-sum cash an amount within equal to three times the calendar year next following highest annual bonus earned under the calendar year Company's Management Incentive Compensation Program, or successor annual bonus plan in effect from time to time, during the three consecutive complete bonus years immediately preceding the date on which the Date Executive's termination of Termination occurs equal to employment occurs; provided, however, that in the Pro-Rata Bonus;
(c) a lump-sum cash amount within thirty (30) days following the Date of Termination (or, if later, the date of the Change in Control) equal to one and one-half times the sum of: (A) event the Executive’s highest rate of annual base salary during the 12-month period 's employment is terminated prior to December 31, 2001, any prorated annual bonus received by the Date of Termination; Executive shall be annualized and (B) the greatest of (1) the Executive’s target bonus for the fiscal year years in which the Executive’s Date 's employment commences or terminates shall be deemed to be "complete bonus years" for purposes of Termination occurs, (2) determining the Executive’s target highest annual bonus for the fiscal year in which the Change in Control occurs and (3) the average of the actual bonuses earned by the Executive in respect of during the two (2) preceding fiscal three consecutive complete bonus years of the Company immediately preceding the fiscal year date on which the Executive's termination of employment occurs; and
(iii) an amount equal to three times the highest annual award earned under the Company's 1996 Long-Term Incentive Plan, or successor long-term incentive plan in effect from time to time, during the three consecutive complete LTIP years immediately preceding the date on which the Executive's termination of employment occurs; provided, however, that in the event the Executive's employment is terminated prior to December 31, 2001, any prorated long-term incentive plan award received by the Executive shall be annualized and the LTIP years in which the Change in Control occurs;
(d) COBRA continuation coverage pursuant Executive's employment commences or terminates shall be deemed to Section 3(d), except that be "complete bonus years" for purposes of determining the Company will pay highest annual long- term incentive award earned by the portion of Executive during the three consecutive complete LTIP years immediately preceding the date on which the Executive’s COBRA premium equivalent to what the Company would have paid if the Executive were an employee 's termination of the Company for a period of up to eighteen (18) months following the Date of Termination instead of for up to twelve (12) months;employment occurs; and
(e) with respect to outstanding equity awards held by The Executive's account balance under the Company's 1998 Supplemental Executive as of the Date of Termination, all stock options and stock appreciation rights shall vest and become exercisable and the restrictions on all restricted stock awards, restricted stock units and other equity Retirement Plan or incentive awards shall lapse and such awards successor supplemental retirement plan in effect shall become immediately payable; andfully vested upon the Executive's Termination.
Appears in 1 contract
Change in Control Severance Payments. If a Change Upon any of the events described in Control occurs and the Executive’s employment with Section 2.5, the Company is terminated shall pay the Employee compensation and benefits for the eighteen month period immediately following the Termination Date (x) other than by reason of a Nonqualifying Termination the "Continuation Period"), as follows:
(1a) during the Change Continuation Period, the Employee shall (i) continue to receive salary under Section 1.2 at the greater of the rate in Control effect at the Termination Period Date or (2) the rate in effect immediately prior to the Change in Control Control, and (ii) continue to actively participate in the Compensation and Benefit Plans, except as otherwise provided below, that he actively participated in as of the Termination Period Date as though he continued in the employment of the Company (without regard to any amendment or termination of the Compensation and Benefit Plans made on or after the Executive reasonably demonstrates that such termination was at the request date of a third party who had indicated an intention or taken steps reasonably calculated to effect such Change in Control and who effectuates such Change in Control (or such termination was otherwise in anticipation of such Change in Control) or (y) ); provided, however, that any benefit to be provided by a Compensation and Benefit Plan may be provided by the Executive for Company through cash of equivalent value or through a nonqualified arrangement or arrangements if, in the judgment of the Company, permitting the Employee to participate in such plan after the Termination Date would adversely affect the tax status of such plan; and provided further, that the Employee shall not continue to accrue benefits in or be entitled to contributions to, or receive the cash equivalent of benefit accruals in or contributions to any reason during Employee Pension Plan, as defined by Section 3(2) of the Window Employee Retirement Income Security Act of 1974, maintained by the Company, except to the extent that an additional benefit accrual or contribution is attributable to service prior to the Continuation Period; and provided further that the Employee shall not accrue any right to retiree medical coverage other than such rights, thenif any, subject to Section 6 and Section 19 that the Company shall pay or provide Employee has as of the Executive (or the Executive’s beneficiary or estate) with the following payments or benefits:Employee's Termination Date; and
(ab) the Employee shall receive a lump-lump sum cash amount payment within thirty days after the Termination Date equal to the product of one and one-half (301 1/2) days following and the Date greatest of the Employee's target annual incentive award (expressed as a dollar value) under the Company's Annual Incentive Compensation Plan (the "Annual Target Award") as of the Termination (orDate, if later, the Annual Target Award as of the date of the Change in Control, or the Employee's annual target incentive award (expressed as a dollar value) equal to the sum under any annual incentive compensation plan of the Accrued Amounts;
(b) a lump-sum cash amount within the calendar year next following the calendar year during which the Date of Termination occurs equal to the Pro-Rata Bonus;Company's successor; and
(c) the Employee shall receive a lump-lump sum cash amount payment within thirty days after the Termination Date equal to the Employee's target long term incentive award (30) days following expressed as a dollar value and based on the Date greater of Termination (or, if later, the Employee's Salary as of the date of the Change in Control) equal to one and one-half times , or as of the sum of: (A) Termination Date), if any, under the Executive’s highest rate Company's Long Term Incentive Compensation Plan, or if greater, the Employee's target award under any long term incentive plan of annual base salary during the 12-month Company's successor, for the performance period prior to the Date of Termination; and (B) the greatest of (1) the Executive’s target bonus for ending in the fiscal year in which the Executive’s Termination Date occurs; and
(d) during the Continuation Period, the Employee shall not participate in the Company's Stock Compensation Plan, except that options giving the Employee the right to purchase any stock of the Company or any affiliate of the Company, which had been granted prior to the Employee's Termination occursDate, (2) shall, to the Executive’s target bonus extent provided for by the fiscal year terms and conditions of the Employees' Stock Compensation Plan, and any agreements between the Company and the Employee thereunder, become immediately and fully exercisable or shall be paid in which the form of limited stock appreciation rights. The payments described in this Section 2.6 shall be in addition to any salary payments or Compensation and Benefit Plan payments due to the Employee as of the Termination Date. The Company's obligation to make payments under this Section 2.6 shall not be affected by the earnings or any other income of the Employee, except to the extent provided in the non-compete provisions contained in Section 2.7. To the extent benefits to be provided pursuant to this Section 2.6 are determined on the basis of the Employee's compensation, the compensation to be used to determine such benefits after the Employee's Termination Date shall be the greater of the Employee's compensation used to determine such benefits immediately prior to the Change in Control occurs and (3) or the average Employee's compensation used to determine such benefits immediately prior to the Employee's Termination Date. The Employee's compensation, which is used to determine benefits under this Section 2.6, shall be assumed to have continued for the entire Continuation Period, regardless of whether such payments are paid in a lump-sum payment pursuant to this Agreement or an election of the actual bonuses earned Employee. In addition, to the extent the Employee is less than 100% vested in any benefits provided by the Executive in respect of the two (2) preceding fiscal years of the Company immediately preceding the fiscal year in which the Change in Control occurs;
(d) COBRA continuation coverage pursuant to Section 3(d)Compensation and Benefit Plans, except that the Company will pay the portion of the Executive’s COBRA premium equivalent to what the Company would have paid if the Executive were an employee of the Company for a period of up to eighteen (18) months following the Date of Termination instead of for up to twelve (12) months;
(e) with respect to outstanding equity awards held by the Executive as of the Date of Termination, all stock options and stock appreciation rights shall vest and become exercisable and the restrictions on all restricted stock awards, restricted stock units and other equity or incentive awards shall lapse and such awards he shall become immediately payable; and100% vested upon his Termination Date.
Appears in 1 contract
Samples: Management Continuity Agreement (First of America Bank Corp /Mi/)
Change in Control Severance Payments. If a Change in Control occurs and the Executive’s employment with the Company is terminated (x) other than by reason of a Nonqualifying Termination (1) during the Change in Control Termination Period or (2) prior to the Change in Control Termination Period and the Executive reasonably demonstrates that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect such Change in Control and who effectuates such Change in Control (or such termination was otherwise in anticipation of such Change in Control) or (y) by the Executive for any reason during the Window Period, then, subject to Section 6 and Section 19 the Company shall pay or provide the Executive (or the Executive’s beneficiary or estate) with the following payments or benefits:
(a) a lump-sum cash amount within thirty (30) days following the Date of Termination (or, if later, the date of the Change in Control) equal to the sum of the Accrued Amounts;
(b) a lump-sum cash amount within the calendar year next following the calendar year during which the Date of Termination occurs equal to the Pro-Rata Bonus;
(c) a lump-sum cash amount within thirty (30) days following the Date of Termination (or, if later, the date of the Change in Control) equal to one and one-half times the sum of: (A) the Executive’s highest rate of annual base salary during the 12-12- month period prior to the Date of Termination; and (B) the greatest of (1) the Executive’s target bonus for the fiscal year in which the Executive’s Date of Termination occurs, (2) the Executive’s target bonus for the fiscal year in which the Change in Control occurs and (3) the average of the actual bonuses earned by the Executive in respect of the two (2) preceding fiscal years of the Company immediately preceding the fiscal year in which the Change in Control occurs;
(d) COBRA continuation coverage pursuant to Section 3(d), except that the Company will pay the portion of the Executive’s COBRA premium equivalent to what the Company would have paid if the Executive were an employee of the Company for a period of up to eighteen (18) months following the Date of Termination instead of for up to twelve (12) months;
(e) with respect to outstanding equity awards held by the Executive as of the Date of Termination, all stock options and stock appreciation rights shall vest and become exercisable and the restrictions on all restricted stock awards, restricted stock units and other equity or incentive awards shall lapse and such awards shall become immediately payable; and
Appears in 1 contract
Change in Control Severance Payments. If a Change in Control occurs and In addition, Executive shall be paid, no later than 2½ months following the close of the fiscal year of termination, Executive’s employment with the Company is terminated (x) other than by reason of a Nonqualifying Termination (1) during the Change in Control Termination Period or (2) prior to the Change in Control Termination Period and the Executive reasonably demonstrates that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect such Change in Control and who effectuates such Change in Control (or such termination was otherwise in anticipation of such Change in Control) or (y) by the Executive for any reason during the Window Period, then, subject to Section 6 and Section 19 the Company shall pay or provide the Executive (or the Executive’s beneficiary or estate) with the following payments or benefits:
(a) a lump-sum cash amount within thirty (30) days following the Date of Termination (or, if later, the date of the Change in Control) equal to the sum of the Accrued Amounts;
(b) a lump-sum cash amount within the calendar year next following the calendar year during which the Date of Termination occurs equal to the Pro-Rata Bonus;
(c) a lump-sum cash amount within thirty (30) days following the Date of Termination (or, if later, the date of the Change in Control) equal to one and one-half times the sum of: (A) the Executive’s highest rate of annual base salary during the 12-month period prior to the Date of Termination; and (B) the greatest of (1) the Executive’s target bonus Earned Bonus for the fiscal year in which the Executive’s Date of Termination Separation occurs, (2) the Executive’s target bonus for the fiscal year in which the . The Non-Change in Control occurs Severance Payments shall commence within 60 days after Executive’s Separation and, once they commence, shall include any unpaid amounts accrued from the date of Separation. However, if such 60-day period spans two calendar years, then the payments will in any event begin in the second calendar year. In addition, the Company shall make any continuation coverage premium payments (for Executive and Executive’s dependents) for continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for the one-year period following the Separation or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, if the Company, in its sole discretion, determines that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including Section 2716 of the Public Health Service Act), the Company instead shall provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of the Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments (i) shall be made regardless of whether Executive elects COBRA continuation coverage, (ii) shall commence on the later of (A) the first day of the month following the month in which Executive experiences a Separation and (3B) the average effective date of the actual bonuses earned Company’s determination of violation of applicable law, and (iii) shall end on the earliest of (x) the effective date on which Executive becomes covered by a medical, dental or vision insurance plan of a subsequent employer, and (y) the Executive in respect last day of the two (2) preceding fiscal years of period one year after Separation. Executive shall have no right to an additional gross-up payment to account for the Company immediately preceding the fiscal year in which the Change in Control occurs;
(d) COBRA continuation coverage pursuant to Section 3(d), except fact that the Company will pay the portion of the Executive’s such COBRA premium equivalent to what the Company would have amounts are paid if the Executive were on an employee of the Company for a period of up to eighteen (18) months following the Date of Termination instead of for up to twelve (12) months;
(e) with respect to outstanding equity awards held by the Executive as of the Date of Termination, all stock options and stock appreciation rights shall vest and become exercisable and the restrictions on all restricted stock awards, restricted stock units and other equity or incentive awards shall lapse and such awards shall become immediately payable; andafter-tax basis.
Appears in 1 contract
Change in Control Severance Payments. If a Change in Control occurs In the event of and the Executive’s employment with the Company is terminated (x) other than by reason of a Nonqualifying Termination (1) during the Change in Control Termination Period or (2) prior to the Change in Control Termination Period and the Executive reasonably demonstrates that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect such Change in Control and who effectuates such Change in Control (or such termination was otherwise in anticipation of such Change in Control) or (y) by the Executive for any reason during the Window Periodwithin 30 days following Termination, then, subject to Section 6 and Section 19 the Company shall pay or provide to the Executive the following benefits (or collectively, "Change in Control Severance Payments"):
1. Her Base Salary and all other benefits due her as if she had remained an employee pursuant to this Section 5 through the Executive’s beneficiary or estateremainder of the month in which Termination occurs, less applicable withholding taxes and other authorized payroll deductions;
2. An amount equal to the target award for the Executive under the Company's annual bonus plan for the fiscal year in which Termination occurs, reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which Termination occurs; provided, however, that if the Executive has deferred her award for such year under the plan, the payment due the Executive under this Paragraph (2) shall be paid in accordance with the following payments or benefits:
(a) a lump-sum cash amount within thirty (30) days following the Date of Termination (or, if later, the date terms of the Change deferral;
3. An amount equal to the target award for the Executive under the Company's long-term incentive plan for the fiscal year in Control) which Termination occurs, reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which Termination occurs;
4. A lump sum severance allowance in an amount which is equal to the sum of the Accrued Amounts;amounts determined in accordance with the following subparagraphs (a) and (b):
(a) an amount equal to three times the Executive's Base Salary at the rate in effect immediately prior to Termination; and
(b) a lump-sum cash an amount within the calendar year next following the calendar year during which the Date of Termination occurs equal to the Pro-Rata Bonus;
(c) a lump-sum cash amount within thirty (30) days following the Date of Termination (or, if later, the date of the Change in Control) equal to one and one-half three times the sum of: (A) highest annual bonus earned under the Company's Management Incentive Compensation Program, or successor annual bonus plan in effect from time to time, during the three consecutive complete bonus years immediately prior to Termination; provided, however, that in the event that the Executive’s highest rate of annual base salary during the 12-month period 's employment is terminated prior to the Date completion of Termination; three complete bonus years, any prorated annual bonus received by the Executive shall be annualized and (B) the greatest of (1) the Executive’s target bonus for the fiscal year years in which the Executive’s Date 's employment commences or terminates shall be deemed to be "complete bonus years" for purposes of Termination occurs, (2) determining the Executive’s target highest annual bonus for the fiscal year in which the Change in Control occurs and (3) the average of the actual bonuses earned by the Executive in respect of during the two (2) preceding fiscal three complete bonus years of the Company immediately preceding the fiscal year in which the Change in Control occurs;
(d) COBRA continuation coverage pursuant prior to Section 3(d), except that the Company will pay the portion of the Executive’s COBRA premium equivalent to what the Company would have paid if the Executive were an employee of the Company for a period of up to eighteen (18) months following the Date of Termination instead of for up to twelve (12) months;
(e) with respect to outstanding equity awards held by the Executive as of the Date of Termination, all stock options and stock appreciation rights shall vest and become exercisable and the restrictions on all restricted stock awards, restricted stock units and other equity or incentive awards shall lapse and such awards shall become immediately payable; and.
Appears in 1 contract
Change in Control Severance Payments. If a Change in Control occurs and the Executive’s employment with the Company is terminated (x) other than by reason of a Nonqualifying Termination (1) during the Change in Control Termination Period or (2) prior to the Change in Control Termination Period and the Executive reasonably demonstrates that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect such Change in Control and who effectuates such Change in Control (or such termination was otherwise in anticipation of such Change in Control) or (y) by the Executive for any reason during the Window Period), then, subject to Section 6 and Section 19 the Company shall pay or provide the Executive (or the Executive’s beneficiary or estate) with the following payments or benefits:
(a) a lump-sum cash amount within thirty (30) days following the Date of Termination (or, if later, the date of the Change in Control) equal to the sum of the Accrued Amounts;
(b) a lump-sum cash amount within the calendar year next following the calendar year during which the Date of Termination occurs equal to the Pro-Rata Bonus;
(c) a lump-sum cash amount within thirty (30) days on the 55th day following the Date of Termination (or, if later, the date of the Change in Control) equal to one and one-half times the sum of: of (A) the Executive’s highest rate of annual base salary during the 12-month period prior to the Date of Termination; and (B) the greatest of (1) the Executive’s target bonus for the fiscal year in which the Executive’s Date of Termination occurs, (2) the Executive’s target bonus for the fiscal year in which the Change in Control occurs and (3) the average of the actual bonuses earned by the Executive in respect of the two (2) preceding fiscal years of the Company immediately preceding the fiscal year in which the Change in Control occurs;
(d) COBRA continuation coverage pursuant to Section 3(d), except that the Company will pay the portion of the Executive’s COBRA premium equivalent to what the Company would have paid if the Executive were an employee of the Company for a period of up to eighteen (18) months following the Date of Termination instead of for up to twelve (12) months;
(e) with respect to outstanding equity awards held by the Executive as of the Date of Termination, all stock options and stock appreciation rights shall vest and become exercisable and the restrictions on all restricted stock awards, restricted stock units and other equity or incentive awards shall lapse and such awards shall become immediately payable; provided, however, that if any such award is subject to Section 409A, the provisions of this Section 3(e) will not result in the immediate payment of such award if such payment would result in the imposition of tax, interest and/or penalties upon the Executive under Section 409A, in which case such payment shall be made at the earliest time such payment can be made without resulting in the imposition of tax, interest and/or penalties upon the Executive under Section 409A; and; and
Appears in 1 contract
Change in Control Severance Payments. If Executive has a Qualifying Termination that occurs within twenty-four months following a Change in Control occurs and the Executive’s employment with the Company is terminated (x) other than by reason of a Nonqualifying Termination (1) during the Change in Control Termination Period or (2) prior to the Change in Control Termination Period and the Executive reasonably demonstrates that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect such Change in Control and who effectuates such Change in Control (or such termination was otherwise in anticipation of such Change in Control) or (y) by the Executive for any reason during the Window Period, then, subject to Section Executive signing on or before the 45th day following Executive’s Separation from Service and not revoking a Release, and Executive’s continued compliance with Sections 6 and 7, then Executive shall receive the following:
(i) the payments and benefits set forth in Section 19 3(c);
(ii) an amount in cash equal to two (2) times the Annual Base Salary, payable in a single lump sum on the First Payment Date (as defined below), except as otherwise provided in Section 12(l);
(iii) a pro-rated portion (based on the number of days Executive was employed by the Company during the fiscal year in which the Date of Termination occurs) of the Annual Bonus that Executive would have earned had Executive remained employed through the end of the fiscal year in which the Date of Termination occurs, as determined by the Board based upon the Company’s actual performance for such year and paid at the same time annual bonuses are generally paid to the Company’s senior executives;
(iv) any of Executive’s unvested equity or equity-based awards granted under any equity compensation plans of the Company (for the avoidance of doubt, including the Initial Time RSUs and Initial PSUs but excluding the Special Incentive Opportunity) will vest solely to the extent such accelerated or continued vesting is expressly provided under the terms of the applicable award agreements governing such awards (and such awards will otherwise be forfeited as of the Date of Termination);
(v) the Special Incentive Opportunity will be treated in the manner specified in Section 2(c)(ii); and
(vi) if Executive elects to receive continued medical, dental or vision coverage under one or more of the Company’s group healthcare plans pursuant to COBRA, the Company shall pay directly pay, or reimburse Executive for, an amount equal to the COBRA premium paid by the Company for active employees for Executive and Executive’s covered dependents under such plans during the period commencing on Executive’s Separation from Service and ending upon the earliest of (X) the expiration of the 24 month period following Executive’s Date of Termination, or (Y) the date Executive becomes eligible to receive healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility). Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring an excise tax, the Company shall in lieu thereof provide to Executive (or a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s beneficiary or estate) with the following payments or benefits:
(a) a lump-sum cash amount within thirty (30) days following and Executive’s covered dependents’ group health coverage in effect on the Date of Termination (orwhich amount shall be based on the premium for the first month of COBRA coverage), if later, which payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence in the date of the Change in Control) equal to the sum of the Accrued Amounts;
(b) a lump-sum cash amount within the calendar year next month following the calendar year during month in which the Date of Termination occurs equal to and shall end on the Pro-Rata Bonus;
earlier of (cX) a lump-sum cash amount within thirty (30) days following the Date of Termination (or, if later, the date expiration of the Change in Control) equal to one and one-half times the sum of: (A) the Executive’s highest rate of annual base salary during the 12-24 month period prior to the Date of Termination; and (B) the greatest of (1) the Executive’s target bonus for the fiscal year in which the following Executive’s Date of Termination occursTermination, (2Y) the date that Executive and/or Executive’s target bonus covered dependents become no longer eligible for the fiscal year in which the Change in Control occurs and COBRA or (3Z) the average of the actual bonuses earned by the date Executive in respect of the two becomes eligible to receive healthcare coverage from a subsequent employer (2) preceding fiscal years of and Executive agrees to promptly notify the Company immediately preceding the fiscal year in which the Change in Control occurs;
(d) COBRA continuation coverage pursuant to Section 3(dof such eligibility), except that the Company will pay the portion of the Executive’s COBRA premium equivalent to what the Company would have paid if the Executive were an employee of the Company for a period of up to eighteen (18) months following the Date of Termination instead of for up to twelve (12) months;
(e) with respect to outstanding equity awards held by the Executive as of the Date of Termination, all stock options and stock appreciation rights shall vest and become exercisable and the restrictions on all restricted stock awards, restricted stock units and other equity or incentive awards shall lapse and such awards shall become immediately payable; and.
Appears in 1 contract
Change in Control Severance Payments. If a Change in Control occurs In the event of and the Executive’s employment with the Company is terminated (x) other than by reason of a Nonqualifying Termination (1) during the Change in Control Termination Period or (2) prior to the Change in Control Termination Period and the Executive reasonably demonstrates that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect such Change in Control and who effectuates such Change in Control (or such termination was otherwise in anticipation of such Change in Control) or (y) by the Executive for any reason during the Window Periodwithin 30 days following Termination, then, subject to Section 6 and Section 19 the Company shall pay or provide to the Executive the following benefits (or collectively, "Change in Control Severance Payments"):
1. His Base Salary and all other benefits due him as if he had remained an employee pursuant to this Section 5 through the Executive’s beneficiary or estateremainder of the month in which Termination occurs, less applicable withholding taxes and other authorized payroll deductions;
2. An amount equal to the target award for the Executive under the Company's annual bonus plan for the fiscal year in which Termination occurs, reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which Termination occurs; provided, however, that if the Executive has deferred his award for such year under the plan, the payment due the Executive under this Paragraph (2) shall be paid in accordance with the following payments or benefits:
(a) a lump-sum cash amount within thirty (30) days following the Date of Termination (or, if later, the date terms of the Change deferral;
3. An amount equal to the target award for the Executive under the Company's long-term incentive plan for the fiscal year in Control) which Termination occurs, reduced pro rata for that portion of the fiscal year not completed as of the end of the month in which Termination occurs;
4. A lump sum severance allowance in an amount which is equal to the sum of the Accrued Amounts;amounts determined in accordance with the following subparagraphs (a) and (b):
(a) an amount equal to three times the Executive's Base Salary at the rate in effect immediately prior to Termination; and
(b) a lump-sum cash an amount within the calendar year next following the calendar year during which the Date of Termination occurs equal to the Pro-Rata Bonus;
(c) a lump-sum cash amount within thirty (30) days following the Date of Termination (or, if later, the date of the Change in Control) equal to one and one-half three times the sum of: (A) highest annual bonus earned under the Company's Management Incentive Compensation Program, or successor annual bonus plan in effect from time to time, during the three consecutive complete bonus years immediately prior to Termination; provided, however, that in the event that the Executive’s highest rate of annual base salary during the 12-month period 's employment is terminated prior to the Date completion of Termination; three complete bonus years, any prorated annual bonus received by the Executive shall be annualized and (B) the greatest of (1) the Executive’s target bonus for the fiscal year years in which the Executive’s Date 's employment commences or terminates shall be deemed to be "complete bonus years" for purposes of Termination occurs, (2) determining the Executive’s target highest annual bonus for the fiscal year in which the Change in Control occurs and (3) the average of the actual bonuses earned by the Executive in respect of during the two (2) preceding fiscal three complete bonus years of the Company immediately preceding the fiscal year in which the Change in Control occurs;
(d) COBRA continuation coverage pursuant prior to Section 3(d), except that the Company will pay the portion of the Executive’s COBRA premium equivalent to what the Company would have paid if the Executive were an employee of the Company for a period of up to eighteen (18) months following the Date of Termination instead of for up to twelve (12) months;
(e) with respect to outstanding equity awards held by the Executive as of the Date of Termination, all stock options and stock appreciation rights shall vest and become exercisable and the restrictions on all restricted stock awards, restricted stock units and other equity or incentive awards shall lapse and such awards shall become immediately payable; and.
Appears in 1 contract
Change in Control Severance Payments. If a Change Upon any of the events described in Control occurs and the Executive’s employment with Section 2.5, the Company is terminated shall pay the Officer compensation and benefits for the three year period immediately following the Termination Date (x) other than by reason of a Nonqualifying Termination the "Continuation Period"), as follows:
(1a) during the Change Continuation Period, the Officer shall (i) continue to receive salary under Section 1.2 at the greater of the rate in Control effect at the Termination Period Date or (2) the rate in effect immediately prior to the Change in Control Control, and (ii) continue to actively participate in the Compensation and Benefit Plans, except as otherwise provided below, that he actively participated in as of the Termination Period Date as though he continued in the employment of the [Company/Bank] (without regard to any amendment or termination of the Compensation and Benefit Plans made on or after the Executive reasonably demonstrates that such termination was at the request date of a third party who had indicated an intention or taken steps reasonably calculated to effect such Change in Control and who effectuates such Change in Control (or such termination was otherwise in anticipation of such Change in Control) or (y) ); provided, however, that any benefit to be provided by a Compensation and Benefit Plan may be provided by the Executive for any reason during Company through cash of equivalent value or through a nonqualified arrangement or arrangements if, in the Window Periodjudgment of the Company, then, subject permitting the Officer to Section 6 and Section 19 participate in such plan after the Company shall pay or provide Termination Date would adversely affect the Executive (or the Executive’s beneficiary or estate) with the following payments or benefits:tax status of such plan; and
(ab) the Officer shall receive a lump-lump sum cash amount payment within thirty days after the Termination Date equal to the product of three and the greatest of the Officer's 5 target annual incentive award (30expressed as a dollar value) days following under the Date Company's Annual Incentive Compensation Plan (the "Annual Target Award") as of the Termination (orDate, if later, the Annual Target Award as of the date of the Change in Control, or the Officer's annual target incentive award (expressed as a dollar value) equal to the sum under any annual incentive compensation plan of the Accrued Amounts;
(b) a lump-sum cash amount within the calendar year next following the calendar year during which the Date of Termination occurs equal to the Pro-Rata Bonus;Company's successor; and
(c) the Officer shall receive a lump-lump sum cash amount payment within thirty days after the Termination Date equal to the Officer's target long term incentive award (30) days following expressed as a dollar value and based on the Date greater of Termination (or, if later, the Officer's Salary as of the date of the Change in Control) equal to one and one-half times , or as of the sum of: (A) Termination Date), if any, under the Executive’s highest rate Company's Long Term Incentive Compensation Plan, or if greater, the Officer's target award under any long term incentive plan of annual base salary during the 12-month Company's successor, for the performance period prior to the Date of Termination; and (B) the greatest of (1) the Executive’s target bonus for ending in the fiscal year in which the Executive’s Termination Date occurs; and
(d) during the Continuation Period, the Officer shall not participate in the Company's Stock Compensation Plan, except that options giving the Officer the right to purchase any stock of the Company or any affiliate of the Company and shares of restricted stock, which had been granted prior to the Officer's Termination occursDate, shall, to the extent provided for by the terms and conditions of the Stock Compensation Plan, and any agreements between the Company and the Officer thereunder, become immediately and fully exercisable (2or, in the case of restricted stock shares, become nonforfeitable) or shall be paid in the Executive’s target bonus for form of limited stock appreciation rights. The payments described in this Section 2.6 shall be in addition to any salary payments or Compensation and Benefit Plan payments due to the fiscal year Officer as of the Termination Date. The Company's [or the Bank's] obligation to make payments under this Section 2.6 shall not be affected by the earnings or any other income of the Officer, except to the extent provided in which the non- compete provisions contained in Section 2.7. To the extent benefits to be provided pursuant to this Section 2.6 are determined on the basis of the Officer's compensation, the compensation to be used to determine such benefits after the Officer's Termination Date shall be the greater of the Officer's compensation used to determine such benefits immediately prior to the Change in Control occurs and (3) or the average Officer's compensation used to determine such benefits immediately prior to the Officer's Termination Date. The Officer's compensation, which is used to determine benefits under this Section 2.6, shall be assumed to have continued for the entire Continuation Period, regardless of whether such payments are paid in a lump-sum payment pursuant to this Agreement or an election of the actual bonuses earned Officer. To the extent that benefits to be provided by the Executive Company pursuant to this Section 2.6 are matching contributions pursuant to the Company Reserve Plus Retirement Savings Plan or Supplemental Savings Plan, the amount of matching contributions to be paid by the Company in respect any year following the date of the two (2) preceding fiscal years Officer's Termination Date shall be the greater of the amount of the matching contribution made by the Company immediately preceding for the fiscal most recent plan year in which that ended prior to the Change in Control occurs;
(d) COBRA continuation coverage or the amount of matching contributions made by the Company for the most recent plan year that ended prior to the Officer's Termination Date. To the extent benefits payable pursuant to this Section 2.6 are determined by reference to the Officer's years of service with the Company, such as the determination of the Officer's accrued benefits under the Company's qualified or nonqualified retirement plans, such years of service shall be determined by including years that occur during the Continuation Period, regardless of whether the Officer elects to receive salary payments payable to him in a lump-sum payment pursuant to Section 3(d2.8 of this Agreement. In addition, to the extent the Officer is less than 100% vested in any benefits provided by the Compensation and Benefit Plans, he shall become 100% vested upon his Termination Date. 6 For purposes of determining an Officer's right under this Section 2.6 to accrue benefits during the Continuation Period under the Company Employees' Retirement Plan, Supplemental Retirement Plan and Excess Benefit Plan, the Officer's accrued benefits (including early retirement subsidies) shall be calculated by taking into account the years of service that the Officer would have accrued during the Continuation Period, the Officer's compensation, as such term is defined in the Company Employees' Retirement Plan ("Retirement Compensation"), except payable for the Continuation Period and the retirement points that the Officer would have accumulated under the Company will pay Employees' Retirement Plan based on the portion Officer's projected age and years of service at the end of the Executive’s COBRA Continuation Period. The benefit accrued pursuant to this Section 2.6 shall include both the additional benefit, based on the service, Retirement Compensation, and retirement points that are credited during the Continuation Period, and the increase in the retirement benefits accrued prior to the Continuation Period due to the crediting of additional service, Retirement Compensation and retirement points during the Continuation Period. All of the retirement benefits accrued pursuant to this Section 2.6 shall be paid in a single, lump-sum payment, pursuant to Section 2.8 of this Agreement. In addition to any cash equivalency payment or medical benefit coverage provided to the Officer for the Continuation Period, the Officer shall also be eligible to receive a lump-sum cash payment equal to the difference between the amount of retiree medical premium equivalent payments that would be paid by the Company until the Officer's attainment of age 65 under the Company Employees' Health Care Plan, as in effect immediately prior to what the Change in Control (the "Health Care Plan"), based on the Officer's age and years of service on the date of the Officer's Termination Date, and the amount of such premium payments that would have been paid under the Health Care Plan based on the projected age and years of service of the Officer through the end of the Continuation Period. If, after taking into consideration the Officer's projected age and years of service through the end of the Continuation Period, the Officer would not have been entitled to Company paid retiree medical premium payments, but the Officer would have completed five or more years of service with the Company and attained age 55 (thereby making the Officer eligible for retiree medical coverage under the Health Care Plan), then the lump-sum payment shall be calculated by assuming that the Company would have paid if the Executive were an employee 25% of the cost of retiree medical premium payments until the Officer's attainment of age 65. For purposes of determining the amount of any lump-sum payment to the Officer under this paragraph, amounts that the Company would have paid for a period retiree medical premium payments shall be determined by assuming that the Company's Health Care Plan premium costs would increase at the rate of up 7% per year. For purposes of determining the lump-sum payment of retiree medical premium payments and cash equivalency or medical benefit coverage to eighteen (18) months following be provided to the Date of Termination instead of Officer during the Continuation Period, such amounts or benefits shall include coverage for up to twelve (12) months;
(e) with respect to outstanding equity awards held the Officer's spouse, provided that the Officer's spouse was covered by the Executive as of Health Care Plan immediately prior to the Date of Termination, all stock options and stock appreciation rights shall vest and become exercisable and the restrictions on all restricted stock awards, restricted stock units and other equity or incentive awards shall lapse and such awards shall become immediately payable; andChange in Control.
Appears in 1 contract
Samples: Management Continuity Agreement (First of America Bank Corp /Mi/)
Change in Control Severance Payments. If Executive has a Qualifying Termination that occurs within twenty-four months following a Change in Control occurs and the Executive’s employment with the Company is terminated (x) other than by reason of a Nonqualifying Termination (1) during the Change in Control Termination Period or (2) prior to the Change in Control Termination Period and the Executive reasonably demonstrates that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect such Change in Control and who effectuates such Change in Control (or such termination was otherwise in anticipation of such Change in Control) or (y) by the Executive for any reason during the Window Period, then, subject to Section Executive signing on or before the 45th day following Executive’s Separation from Service and not revoking a Release, and Executive’s continued compliance with Sections 6 and Section 19 7, then Executive shall receive the Company shall pay or provide the Executive (or the Executive’s beneficiary or estate) with the following payments or benefitsfollowing:
(ai) a lump-sum cash amount within thirty (30) days following the Date of Termination (or, if later, the date of the Change payments and benefits set forth in Control) equal to the sum of the Accrued AmountsSection 3(c);
(bii) a lump-sum an amount in cash amount within the calendar year next following the calendar year during which the Date of Termination occurs equal to three (3) times the Pro-Rata BonusAnnual Base Salary, payable in a single lump sum on the First Payment Date (as defined below), except as otherwise provided in Section 12(l);
(ciii) a lumppro-sum cash amount within thirty rated portion (30) based on the number of days following Executive was employed by the Date of Termination (or, if later, the date of the Change in Control) equal to one and one-half times the sum of: (A) the Executive’s highest rate of annual base salary Company during the 12-month period prior to the Date of Termination; and (B) the greatest of (1) the Executive’s target bonus for the fiscal year in which the Executive’s Date of Termination occurs, (2) of the Executive’s target bonus for Annual Bonus that Executive would have earned had Executive remained employed through the end of the fiscal year in which the Change in Control occurs and (3) the average Date of the actual bonuses earned Termination occurs, as determined by the Executive in respect of Board based upon the two (2) preceding fiscal years of Company’s actual performance for such year and paid at the Company immediately preceding same time annual bonuses are generally paid to the fiscal year in which the Change in Control occursCompany’s senior executives;
(div) COBRA continuation coverage pursuant to Section 3(d), except that the Company will pay the portion of the Executive’s COBRA premium equivalent to what the Company would have paid if the Executive were an employee of the Company for a period of up to eighteen (18) months following the Date of Termination instead of for up to twelve (12) months;
(e) with respect to outstanding equity awards held by the Executive extent unpaid as of the Date of Termination, an amount of cash equal to any Annual Bonus earned by Executive for the Company’s fiscal year prior to the fiscal year in which the Date of Termination occurs, as determined by the Board based upon the Company’s actual performance for such year and paid in the fiscal year in which the Date of Termination occurs when bonuses for such prior fiscal year are generally to the Company’s senior executives;
(v) all stock options of Executive’s unvested equity or equity-based awards granted under any equity compensation plans of the Company shall immediately become 100% vested, provided that (i) any such awards that are subject to performance-based vesting conditions shall remain subject to the attainment of the applicable performance metrics to the same extent as such performance metrics continue to apply following the Change in Control for the Company’s other executive officers, and stock appreciation rights (ii) the Stock Price RSA Grants which have not theretofore been earned shall vest be granted and become exercisable and vested only if the restrictions on all restricted stock awards, restricted stock units and other equity or incentive awards shall lapse and such awards shall become immediately payableChange in Control conditions specified in Section2(c)(i)(C) are satisfied; and
(vi) if Executive elects to receive continued medical, dental or vision coverage under one or more of the Company’s group healthcare plans pursuant to COBRA, the Company shall directly pay, or reimburse Executive for, an amount equal to the COBRA premium paid by the Company for active employees for Executive and Executive’s covered dependents under such plans during the period commencing on Executive’s Separation from Service and ending upon the earliest of (X) the expiration of the 18 month period following Executive’s Date of Termination, (Y) the date that Executive and/or Executive’s covered dependents become no longer eligible for COBRA or (Z) the date Executive becomes eligible to receive healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility). Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring an excise tax, the Company shall in lieu thereof provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s and Executive’s covered dependents’ group health coverage in effect on the Date of Termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence in the month following the month in which the Date of Termination occurs and shall end on the earlier of (X) the expiration of the 18 month period following Executive’s Date of Termination, (Y) the date that Executive and/or Executive’s covered dependents become no longer eligible for COBRA or (Z) the date Executive becomes eligible to receive healthcare coverage from a subsequent employer (and Executive agrees to promptly notify the Company of such eligibility).
Appears in 1 contract
Samples: Employment Agreement (K12 Inc)
