Change of Control Benefits. (a) If during the Employment Term Employee’s employment is terminated other than for Cause by the Company within ninety (90) days prior to a Change of Control (as defined herein), or is terminated other than for Cause by the Company (or its successor corporation) in connection with a Change of Control, or is terminated other than for Cause by the Company (or its successor corporation) within eighteen (18) months following a Change of Control, or if Employee resigns for Good Reason within eighteen (18) months following a Change of Control but within ninety (90) days following Employee’s learning of the occurrence of a Good Reason event and following the end of the Cure Period, and Employee signs and does not revoke a Release, then, subject to Employee’s compliance with Section 8, Employee shall be entitled to the following payments and benefits: (i) A lump sum cash payment in an amount equal to two (2) times his Base Salary, as then in effect, to be paid in a lump sum within ten (10) business days following Employee’s Termination Date; (ii) A lump sum cash payment in an amount equal to two (2) times Employee’s annual bonus (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination), to be paid in a lump sum within ten (10) business days following Employee’s Termination Date; (iii) A lump sum cash payment in an amount equal to the pro rata annual bonus award for the year of termination (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination); such amount to be paid in a lump sum in cash within ten (10) business days following such termination; (iv) The same level of health (i.e. medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Employee’s Termination Date; provided, however that the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and Employee elects continuation coverage pursuant to COBRA, within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage (on the same basis as when he was an active employee) until the later of (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA or (ii) twenty-four (24) months from the Termination Date. If Employee and/or his family is not eligible to continued benefits under the Company’s health program, the Company shall reimburse the Employee, no less frequently than quarterly, in an amount which, after all taxes on such amount, is sufficient for him and his family to purchase equivalent benefits for the period over which, pursuant to this clause (iv), it is intended that Employee and his family be entitled to such benefits; and (v) In the event of a termination pursuant to this Section 6(a), Employee shall also be entitled to the payments and benefits described in Section 5(f) above.
Appears in 3 contracts
Samples: Employment Agreement (Infospace Inc), Employment Agreement (Infospace Inc), Employment Agreement (Infospace Inc)
Change of Control Benefits. (a) If during the Employment Term Employee’s employment Employee is terminated other than for Cause employed by the Company within ninety (90) days prior to a Change of Control (as defined herein), or on the COC Effective Date and this Agreement is terminated other than for Cause on or before the six-month anniversary of the COC Effective Date by the Company (without Cause in accordance with Section 6(c) or its successor corporation) in connection with a Change of Control, or is terminated other than for Cause by the Company (or its successor corporation) within eighteen (18) months following a Change of Control, or if Employee resigns for Good Reason within eighteen (18) months following a Change of Control but within ninety (90) days following Employee’s learning of the occurrence of a Good Reason event and following the end of the Cure Period, and Employee signs and does not revoke a Release, then, subject to Employee’s compliance in accordance with Section 86(d), then the Company shall have no further obligation to Employee under this Agreement or otherwise, except the Company shall be entitled to provide Employee with the Accrued Obligations in accordance with Section 7(a) plus the following payments and benefits:
benefits (collectively, the “Change-in-Control Benefits”) in lieu of any Separation Benefits that may otherwise be due under Section 7(b): (i) A lump sum cash payment in an amount equal to two and one-half times the sum of the Base Salary in effect immediately before the Termination Date plus two and one-half times the sum of the Annual Bonus received by Employee for the fiscal year preceding the Termination Date (2or if Employee was employed for less than one full fiscal year prior to the Termination Date, the Annual Bonus for purposes of this Section 8 shall be the Annual Bonus payable during the current fiscal year at the target amount provided above) times (together, the “COC Pay”); and (ii) during the 6-month period commencing on the Termination Date that Employee is eligible to elect and elects to continue coverage for himself and his Base Salaryeligible dependents under the Company’s group heath insurance plan pursuant to COBRA or similar state law, as then the Company shall reimburse Employee on a monthly basis for the difference between the amount Employee pays to effect and continue such coverage under COBRA and the employee contribution amount that active employees of the Company pay for the same or similar coverage; provided, however, that Employee shall notify the Company in effectwriting within five days after he becomes eligible after the Termination Date for group health insurance coverage, if any, through subsequent employment or otherwise and the Company shall have no further reimbursement obligation after the Employee becomes eligible for group health insurance coverage due to subsequent employment or otherwise. The COC Pay shall be paid to the Employee in a lump sum within ten (10) business 60 days following Employee’s Termination Date;
(ii) A lump sum cash payment in an amount equal to two (2) times Employee’s annual bonus (based on of the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination), to be paid in a lump sum within ten (10) business days following Employee’s Termination Date;
(iii) A lump sum cash payment in an amount equal to the pro rata annual bonus award for the year of termination (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination); such amount to be paid in a lump sum in cash within ten (10) business days following such termination;
(iv) The same level of health (i.e. medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Employee’s Termination Date; provided, however however, that no COC Pay shall be paid to the Employee constitutes a qualified beneficiaryunless the Company receives, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and Employee elects continuation coverage pursuant to COBRA, on or within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage (on the same basis as when he was an active employee) until the later of (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA or (ii) twenty-four (24) months from 55 days after the Termination Date, an executed and fully effective copy of the Release (as defined below). If Employee and/or his family is not eligible to continued benefits Any COBRA reimbursements due under this Section shall be made by the Company’s health program, last day of the Company shall reimburse month following the month in which the applicable premiums were paid by the Employee, no less frequently than quarterly, in an amount which, after all taxes on such amount, is sufficient for him and his family to purchase equivalent benefits for . For the period over which, pursuant to this clause (iv), it is intended that Employee and his family be entitled to such benefits; and
(v) In the event avoidance of a termination pursuant to this Section 6(a)doubt, Employee shall also not be entitled to the payments Change-of-Control Benefits if this Agreement is terminated (i) due to Employee’s death; (ii) by the Company due to Employee’s Inability to Perform; (iii) by the Company for Cause; (iv) by Employee without Good Reason; or (v) by non-renewal by Employee in accordance with Sections 4(b) and benefits described in Section 5(f) above6(f).
Appears in 2 contracts
Samples: Employment Agreement (Tengasco Inc), Employment Agreement (Riley Exploration - Permian, LLC)
Change of Control Benefits. 2.1. If there occurs (a) If during the Employment Term Employee’s employment is terminated other than for Cause by the Company within ninety (90) days prior to a Change of Control and (as defined herein), or is terminated b) within one (1) year following the Change of Control such successor (i) fails to continue Executive's employment other than for Cause by the Company (or its successor corporation) in connection with a Change of ControlCause, or is terminated other than for Cause by the Company (or its successor corporationii) within eighteen (18) months following effects a Change of Controlmaterial diminution in Executive's base compensation and benefits, duties, responsibilities and/or authority, without Executive's written consent, or if Employee resigns for Good Reason within eighteen (18iii) months following requires the Executive to relocate more than 50 miles from Santa Fe County, New Mexico, without the Executive's written consent (each a "Change of Control but within ninety (90) days following Employee’s learning of the occurrence of a Good Reason event and following the end of the Cure PeriodTermination"), and Employee signs and does not revoke a Release, then, subject to Employee’s compliance with Section 8, Employee Executive shall be entitled to the following payments and benefits:
benefits (the "Change of Control Payment"): (i) A a single lump sum cash payment in an amount equal to two (2) 1.0 times his Base Salarythe sum of the Executive's average annual base salary for the three calendar years preceding the date of the Change of Control Termination, as then in effectplus the Executive's average bonus for such three calendar years earned pursuant to the Bank's Short Term Incentive Compensation Program preceding the Change of Control Termination, all subject to all applicable tax withholding; provided, that any such calculation shall include only those years beginning on or after January 1, 2016; provided further, that if the Executive has not been an employee of the Company for three calendar years preceding the Change of Control Termination, the amounts would be paid in a lump sum within ten (10) business days following Employee’s Termination Date;
based on the annualized average annual base salary and annualized annual bonus for the period of employment, (ii) A lump sum cash payment in an amount equal to two (2) times Employee’s Executive's earned but unpaid annual bonus (based base salary for the period ending on the higher date of (A) his actual bonus earned for the prior year and (B) his target bonus for the year Change of termination)Control Termination, to be paid in a lump sum within ten (10) business days following Employee’s Termination Date;
(iii) A lump sum cash payment in an amount equal to the pro rata annual bonus award Executive's accrued but unpaid vacation pay for the year of termination (based period ending on the higher date of (A) his actual bonus earned for the prior year and (B) his target bonus for the year Change of termination); such amount to be paid in a lump sum in cash within ten (10) business days following such termination;
Control Termination, (iv) The same level Executive's unreimbursed business expenses through and including the date of the Change of Control Termination, provided that all required submissions for expense reimbursement are made in accordance with the Bank's expense reimbursement policy and within 30 days following the date of the Change of Control Termination, (v) 18 months of health care benefits from the date of the Change of Control Termination and the benefit provide would be a medical plan that is the same as that offered to all other employees, (i.e. medicalvi) the Bank shall pay reasonable costs up to $15,000 of the services of any outplacement counseling service mutually satisfactory to the Bank and the Executive, vision and dental(vii) coverage and benefits as in effect reimbursement to the Executive for the Employee on the day immediately preceding the Employee’s Termination Date; provided, however that the Employee constitutes a qualified beneficiary, any "parachute payment" penalties (as defined in Section 4980B(g)(12.4 below), if applicable, up to $175,000 with no gross-up. In order to effect a Change of Control Termination under 2.1(b)(ii) above, the Executive shall be required to provide the Bank, or its successor, with notice of the existence of the applicable condition giving rise to the termination within a period of ninety (90) days of the initial existence of the condition, and allow the Bank, or its successor, a grace period of thirty (30) days to remedy the condition. In the event that the Bank, or its successor, fails to remedy the condition within such thirty (30) day grace period, the Executive may terminate his employment pursuant to 2.1(b)(ii) within the thirty (30) day period following the expiration of the grace period.
2.2. Executive's rights following a Change of Control Termination with respect to any benefits, incentives, or awards provided to Executive pursuant to the terms of any plan, program, or arrangement sponsored or maintained by the Bank or its Affiliates, whether tax-qualified or not, which are not specifically addressed herein, shall be subject to the terms of such plan, program, or arrangement and this Agreement shall have no effect upon such terms except as specifically provided herein.
2.3. Executive shall receive the Change of Control Payment as soon as practical following the execution and non-revocation (if applicable) of a general xxxxxx and release of claims in favor of the Bank and/or its successor in a form to be provided to Executive at the effective time of the occurrence of a Change in Control.
2.4. In the event that any payments or benefits provided or to be provided by the Bank to the Executive under this Agreement ("Covered Payments") (a) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended; amended (the "Code") and Employee elects continuation coverage pursuant (b) but for this Section 2.4 would be subject to COBRAthe excise tax imposed by Section 4999 of the Internal Revenue Code, within then the time period prescribed pursuant to COBRA. The Company Covered Payments shall continue to provide Employee with Company-paid health coverage (on the same basis as when he was an active employee) until the later of be payable either: (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA in full, or (ii) twenty-four (24) months from the Termination Date. If Employee and/or his family is not eligible to continued benefits under the Company’s health program, the Company shall reimburse the Employee, no less frequently than quarterly, in an amount which, after all taxes on such amount, is sufficient for him and his family to purchase equivalent benefits for the period over which, pursuant to this clause (iv), it is intended that Employee and his family be entitled to such benefits; and
(v) In the event of a termination pursuant to this Section 6(a), Employee shall also be entitled reduced to the payments minimum extent necessary to ensure that no portion of such Covered Payments is subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits described may be taxable under Section 4999 of the Code. Any such reduction shall be made by the Bank in its sole discretion consistent with the requirements of Section 5(f) above409A of the Internal Revenue Code.
Appears in 1 contract
Samples: Change of Control Agreement
Change of Control Benefits. (a) If during the Employment Term Employee’s employment hereunder is terminated other than for Cause (i) by the Company other than either For Cause or due to Employee becoming totally and permanently disabled, or by Employee for Good Reason, in either case within ninety sixty (9060) days prior to a Change of Control (as defined herein), below) or is terminated other than for Cause as a result of or in connection with a Change of Control or (ii) by the Company (or its successor corporation) in connection with a Change of Controlother than either For Cause or due to Employee becoming totally and permanently disabled, or is terminated other than for Cause by the Company (or its successor corporation) within eighteen (18) months following a Change of Control, or if Employee resigns for Good Reason Reason, in either case within eighteen (18) months 365 days following a Change of Control but within ninety (90termination under (i) days following Employee’s learning or (ii) being referred to herein as a “Change of the occurrence of a Good Reason event and following the end of the Cure PeriodControl Termination”), and Employee signs and does not revoke a Release, then, subject to Employee’s compliance with Section 8, then Employee shall be entitled to the following payments and benefitsbenefits as set forth below:
(i) A lump sum cash payment in an amount equal to two (2) times his accrued but unpaid Base Salary, as then in effect, subject to be paid in a lump sum within ten (10) business days following Employee’s Termination Date;standard deductions and withholdings,
(ii) A lump sum cash payment in an amount equal to two (2) times Employee’s annual bonus (based on the higher of (A) his actual bonus earned any previously unpaid reimbursements for the prior year and (B) his target bonus for the year of termination), to be paid in a lump sum within ten (10) business days following Employee’s Termination Date;related expenses,
(iii) A lump sum cash payment in an amount equal other accrued benefits required by law, prorated to the pro rata annual bonus award for the year of termination (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year date of termination); such amount to be paid in a lump sum in cash within ten (10) business days following such termination;, and
(iv) The same level subject to the execution, effectiveness and irrevocability of health the General Release as provided in Section 4.4(f),
(i.e. medicalA) the full amount that Employee would have received as an Incentive Bonus for the Termination Year had he continued employment through the Bonus Payment Date, vision and dentalwhich Incentive Bonus, if any, will be payable on the Bonus Payment Date,
(B) coverage and benefits as continued payment, semi-monthly in arrears, of Employee’s Base Salary in effect at the time of termination for a period ending eighteen (18) months following such Change of Control Termination (the “Extended Severance Period”), subject to standard deductions and withholdings,
(C) continued payment of Employee’s healthcare insurance premiums for the Employee on Extended Severance Period, providing coverage substantially the day immediately preceding the Employee’s Termination Datesame as that provided prior to termination; provided, however however, that if, during the Extended Severance Period, Employee constitutes a qualified beneficiary, as defined commits any act in contravention of Employee’s undertakings contained in Section 4980B(g)(15 of this Agreement (Non-Competition, Non-Solicitation and Confidentiality), the Company shall not thereafter be obligated to pay such Base Salary or such healthcare insurance premiums to, or on behalf of, Employee, and if such act occurs prior to the Bonus Payment Date, the Company also shall not be obligated to pay the Incentive Bonus, and
(D) 100% acceleration of vesting of all shares of the Internal Revenue Code Company’s common stock that are subject to lapsing repurchase rights and all options to purchase shares of 1986the Company’s common stock that are subject to vesting, as amended; and which, in either case, were granted to Employee elects continuation coverage pursuant to COBRA, within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage (on the same basis as when he was an active employee) until the later of (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA or (ii) twenty-four (24) months from the Termination Date. If Employee and/or his family is not eligible to continued benefits under the Company’s health programstock plan and are held by Employee on the date of the Change of Control Termination. For avoidance of doubt, (a) in no event will the Company have any obligation to pay any Incentive Bonus during the Extended Severance Period other than the Incentive Bonus payable under the terms and conditions set forth in subsection (iv)(A) above, (b) if as the result of the Change of Control Termination occurring prior to the Change of Control Employee has received any continued payment of Base Salary and/or healthcare premiums prior to the Change of Control Termination, any such payments due to Employee during the Extended Severance Period will be reduced by the amount of such payments previously received, and (c) if as the result of the Change of Control Termination and the Bonus Payment Date occurring prior to the Change of Control Employee has become entitled to, or has received, a Pro-Rated Bonus prior to the Change of Control, the Company shall reimburse amount of the EmployeeIncentive Bonus payable under the terms and conditions set forth in subsection (iv)(A) above will be only the amount of the difference between that Incentive Bonus and the Pro-Rated Bonus, no less frequently than quarterlywhich will be payable to Employee promptly upon the Change of Control Termination, in an amount which, after all taxes on such amount, is sufficient for him and his family to purchase equivalent benefits for the period over which, pursuant to this clause (iv), it is intended that Employee and his family will not be entitled to such benefits; and
(v) In any other Incentive Bonus Payment during the event of a termination pursuant to this Section 6(a), Employee shall also be entitled to the payments and benefits described in Section 5(f) aboveExtended Severance Period.
Appears in 1 contract
Samples: Executive Management Employment Agreement (Ecotality, Inc.)
Change of Control Benefits. A. In the event that:
(ai) If Executive provides Notice of Good Reason at any time during the Employment Term Employee’s employment is terminated other than for Cause by the Company within ninety (90) days six-month period prior to a Change the date of Control (as defined herein), or is terminated other than for Cause by the Company (or its successor corporation) in connection with a Change of Control, or is terminated other than for Cause by during the Company twelve (or its successor corporation12) within eighteen (18) months following month period commencing on the date of a Change of Control, or if Employee resigns and Executive has a Separation from Service by reason of Executive’s voluntary termination of employment for Good Reason within eighteen Reason, or
(18ii) months following Executive has a Separation from Service by reason of the Company’s termination of Executive’s employment other than for Cause during the six-month period prior to the date of the Change of Control but within ninety (90) days following Employee’s learning and such termination is at the request of the occurrence successor entity of such Change of Control, or is otherwise made in anticipation of the Change of Control), or during the twelve (12) month period commencing on the date of the Change of Control, then Executive shall receive the benefits from the Company as provided under Section 3.B. A portion of the benefits provided under Section 3.B is deemed consideration for Executive’s covenants under Section 13.
B. The benefits to be provided by the Company in the event of a Good Reason event and following the end of the Cure Period, and Employee signs and does not revoke a Release, then, subject to Employee’s compliance with Separation from Service covered by Section 8, Employee 3.A shall be entitled to the following payments and benefitsas follows:
(i) A lump sum cash payment in The Company shall pay to Executive when otherwise due Executive's then effective base salary through the Date of Termination.
(ii) The Company shall pay to Executive an amount equal to two (2) ______________ times his Executive’s Termination Base Salary, as then in effect, to be paid payable in a lump sum within ten thirty (1030) business days following Employee’s Termination the Payment Date;; provided, that, in no event shall such lump sum payment be paid after the last day of the applicable two and one half month period of the “short-term deferral” exemption under Treasury Regulation Section 1.409A-1(b)(4).
(iiiii) A lump sum cash payment in The Company shall pay to Executive an amount equal to two (2) _____________ times Employee’s annual bonus (based on the higher of (Ai) his the highest actual bonus earned for annual short-term incentive received by Executive during the three years prior to the fiscal year and in which the Date of Termination occurs, or (Bii) his target bonus for the year of termination)Executive’s Short-term Incentive Amount, to be paid payable in a lump sum within ten thirty (1030) business days following Employeesuch Payment Date; provided, that, in no event shall such lump sum payment be paid after the last day of the applicable two and one half month period of the “short-term deferral” exemption under Treasury Regulation Section 1.409A-1(b)(4).
(iv) In consideration of service through the Date of Termination, the Company shall pay to Executive Executive’s Short-term Incentive Amount, pro-rated through and including the Date of Termination (on the basis of a 365 day year), payable in a lump sum within thirty (30) days following the Payment Date; provided, that, in no event shall such lump sum payment be paid after the last day of the applicable two and one half month period of the “short-term deferral” exemption under Treasury Regulation Section 1.409A-1(b)(4).
(v) Notwithstanding any provisions to the contrary in any of the Company’s Equity Plans, (i) all outstanding unvested stock options of Executive shall be and become fully vested and exercisable as to all shares of stock covered thereby, and (ii) all outstanding shares of restricted stock, all restricted shares, restricted stock units, performance shares and performance units of Executive shall be and become vested and nonforfeitable and all restrictions thereon shall lapse, in each case as of the Date of Termination. The number of shares to become vested under Total Shareholder Return performance stock unit grants will be determined under the prorated calculation described in Appendix II of the grant agreement.
(vi) The Company shall pay to Executive an amount equal to _____________ times the annual amount the Company would be required to contribute on Executive’s behalf to the 401(k) plan, deferred compensation plan, superannuation plan, government or private pension plan, and any similar plan then in effect, based on Executive’s Termination Base Salary and the applicable maximum Company contribution percentages in effect as of the Date of Termination, payable in a lump sum within thirty (30) days following the Payment Date;; provided, that, in no event shall such lump sum payment be paid after the last day of the applicable two and one half month period of the “short-term deferral” exemption under Treasury Regulation Section 1.409A-1(b)(4).
(iiivii) A Effective as of the Payment Date, Executive shall become and be fully vested in Executive's accrued benefits under all qualified pension, nonqualified pension, profit sharing, 401(k), deferred compensation, superannuation plan, government or private pension plan, and supplemental plans maintained by the Company for Executive's benefit, except to that the extent the acceleration of vesting of such benefits would violate any applicable law or require the Company to accelerate the vesting of the accrued benefits of all participants in such plan or plans, in which case the Company shall pay Executive a lump sum cash payment payment, within thirty (30) days following the Payment Date, in an amount equal to the pro rata annual bonus award for the year present value of termination (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination)such unvested accrued benefits; provided, that, in no event shall such amount to lump sum payment be paid after the last day of the applicable two and one half month period of the “short-term deferral” exemption under Treasury Regulation Section 1.409A-1(b)(4). In addition, if such a lump sum payment is payable, the Company shall make an additional gross-up payment to Executive in an amount such that the net amount of the lump sum payment and such additional gross-up payment retained by Executive, after the calculation and deduction of all federal, foreign, state and local income tax and employment tax (including any interest or penalties imposed with respect to such taxes) on such lump sum payment and additional gross-up payment, and taking into account any lost or reduced tax deductions on account of such gross-up payment, shall be equal to such lump sum payment. Such additional gross-up payment shall be made in a lump sum in cash payment within ten thirty (1030) business days following such termination;
(iv) The same level of health (i.e. medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Employee’s Termination Payment Date; provided, however that that, in no event shall such lump sum payment be paid after the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) last day of the Internal Revenue Code applicable two and one half month period of 1986, as amended; and Employee elects continuation coverage pursuant to COBRA, within the time period prescribed pursuant to COBRA. “short-term deferral” exemption under Treasury Regulation Section 1.409A-1(b)(4).
(viii) The Company shall continue to provide Employee Executive with Company-paid health coverage (on the same basis as when he was an active employee) until the later of (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA or (ii) twenty-four (24) months from the Termination Date. If Employee and/or his family is not eligible to continued benefits under the Company’s health program, the Company shall reimburse the Employee, no less frequently than quarterly, in an amount which, after all taxes on such amount, is sufficient for him and his family to purchase equivalent benefits for the period over which, pursuant to this clause (iv), it is intended that Employee and his family be entitled to such benefits; and
(v) In the event of a termination pursuant to this Section 6(a), Employee shall also be entitled to the payments and additional benefits described in Section 5(f) above4 hereof.
Appears in 1 contract
Samples: Executive Agreement (Resmed Inc)
Change of Control Benefits. (a) If during the Employment Term Employee’s employment is terminated other than for Cause by the Company within ninety (90) days prior to a Change of Control (as defined herein), or is terminated other than for Cause by the Company (or its successor corporation) in connection with a Change of Control, or is terminated other than for Cause by the Company (or its successor corporation) within eighteen (18) months following a Change of Control, or if Employee resigns for Good Reason within eighteen (18) months following a Change of Control but within ninety (90) days following Employee’s learning of the occurrence of a Good Reason event and following the end of the Cure Period, and Employee signs and does not revoke a Release, then, subject to Employee’s compliance with Section 8, Employee shall be entitled to the following payments and benefits:
(i) A lump sum cash payment in an amount equal to two one (21) times his Base Salary, as then in effect, to be paid in a lump sum within ten (10) business days following Employee’s Termination Date;
(ii) A lump sum cash payment in an amount equal to two one (21) times Employee’s annual bonus (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination), to be paid in a lump sum within ten (10) business days following Employee’s Termination Date;
(iii) A lump sum cash payment in an amount equal to the pro rata annual bonus award for the year of termination (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination); such amount to be paid in a lump sum in cash within ten (10) business days following such termination;
(iv) The same level of health (i.e. medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Employee’s Termination Date; provided, however that the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and Employee elects continuation coverage pursuant to COBRA, within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage (on the same basis as when he was an active employee) until the later of (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA or (ii) twenty-four twelve (2412) months from the Termination Date. If Employee and/or his family is not eligible to continued benefits under the Company’s health program, the Company shall reimburse the Employee, no less frequently than quarterly, in an amount which, after all taxes on such amount, is sufficient for him and his family to purchase equivalent benefits for the period over which, pursuant to this clause (iv), it is intended that Employee and his family be entitled to such benefits; and
(v) In the event of a termination pursuant to this Section 6(a), Employee shall also be entitled to the payments and benefits described in Section 5(f) above.
Appears in 1 contract
Samples: Employment Agreement (Infospace Inc)
Change of Control Benefits. (a) If during the Employment Term Employee’s employment is terminated other than for Cause by the Company within ninety (90) days prior to a Change of Control (as defined herein), or is terminated other than for Cause by the Company (or its successor corporation) in connection with a Change of Control, or is terminated other than for Cause by the Company (or its successor corporation) within eighteen (18) months following a Change of Control, or if Employee resigns for Good Reason within eighteen (18) months following a Change of Control but within ninety (90) days following Employee’s learning of the occurrence of a Good Reason event and following the end of the Cure Period, and Employee signs and does not revoke a Release, then, subject to Employee’s compliance with Section 89, Employee shall be entitled to the following payments and benefits:
(i) A lump sum cash payment in an amount equal to two three (23) times his Base Salary, as then in effect, to be paid in a lump sum within ten (10) business days following Employee’s Termination Date; provided, however, that if Employee’s Termination Date occurs at any time prior to December 31, 2007, then (A) the portion of the total amount so payable to Employee that is equal to the aggregate amount of the continuing payments of severance pay that would have been payable to Employee from his Termination Date through December 31, 2007 pursuant to Section 7(a) of the Prior Agreement shall be paid to Employee at the times and in the amounts provided in Section 7(a) of the Prior Agreement, (B) the portion of the total amount so payable to Employee that is equal to the aggregate amount of the continuing payments of severance pay that would have been payable to Employee pursuant to Section 7(a) the Prior Agreement after December 31, 2007 shall be paid to Employee in a single cash lump sum on January 2, 2008, and (C) the remaining portion of the total amount so payable to Employee shall be paid to him in a cash lump sum within ten (10) business days following Employee’s Termination Date;
(ii) A lump sum cash payment in an amount equal to two three (23) times Employee’s annual bonus (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination), to be paid in a lump sum within ten (10) business days following Employee’s Termination Date; provided, however, that if Employee’s Termination Date occurs at any time prior to December 31, 2007, then (A) the portion of the total amount so payable to Employee that is equal to the aggregate amount of the continuing payments of severance pay that would have been payable to Employee from his Termination Date through December 31, 2007 pursuant to Section 7(a) of his Prior Agreement shall be paid to Employee at the times and in the amounts provided in Section 7(a) of the Prior Agreement, (B) the portion of the total amount so payable to Employee that is equal to the aggregate amount of the continuing payments of severance pay that would have been payable to Employee pursuant to Section 7(a) the Prior Agreement after December 31, 2007 shall be paid to Employee in a single cash lump sum on January 2, 2008, and (C) the remaining portion of the total amount so payable to Employee shall be paid to him in a cash lump sum within ten (10) business days following Employee’s Termination Date;
(iii) A lump sum cash payment in an amount equal to the pro rata annual bonus award for the year of termination (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination); such amount to be paid in a lump sum in cash within ten (10) business days following such termination;
(iv) The same level of health (i.e. medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Employee’s Termination Date; provided, however that the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and Employee elects continuation coverage pursuant to COBRA, within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage (on the same basis as when he was an active employee) until the later of (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA or (ii) twentythirty-four six (2436) months from the Termination Date. If Employee and/or his family is not eligible to continued benefits under the Company’s health program, the Company shall reimburse the Employee, no less frequently than quarterly, in an amount which, after all taxes on such amount, is sufficient for him and his family to purchase equivalent benefits for the period over which, pursuant to this clause (iv), it is intended that Employee and his family be entitled to such benefits;
(v) In the event that such termination of employment occurs on or before July 10, 2008, the Retention Cash Award shall be paid within ten (10) business days following Employee’s Termination Date (and Employee specifically acknowledges and agrees that the Additional Retention RSU Grant shall not be made and Employee shall not be entitled to any benefits or rights thereunder); and
(vvi) In the event of a termination pursuant to this Section 6(a7(a), Employee shall also be entitled to the payments and benefits described in Section 5(f6(f) above.
Appears in 1 contract
Samples: Employment Agreement (Infospace Inc)
Change of Control Benefits. 2.1. If there occurs (a) If during the Employment Term Employee’s employment is terminated other than for Cause by the Company within ninety (90) days prior to a Change of Control and (as defined herein), or is terminated b) within one (1) year following the Change of Control such successor (i) fails to continue Executive's employment other than for Cause by the Company (or its successor corporation) in connection with a Change of ControlCause, or is terminated other than for Cause by the Company (or its successor corporationii) within eighteen (18) months following effects a Change of Controlmaterial diminution in Executive's base compensation and benefits, duties, responsibilities and/or authority, without Executive's written consent, or if Employee resigns for Good Reason within eighteen (18iii) months following requires the Executive to relocate more than 50 miles from Santa Fe County, New Mexico, without the Executive's written consent (each a "Change of Control but within ninety (90) days following Employee’s learning of the occurrence of a Good Reason event and following the end of the Cure PeriodTermination"), and Employee signs and does not revoke a Release, then, subject to Employee’s compliance with Section 8, Employee Executive shall be entitled to the following payments and benefits:
benefits (the "Change of Control Payment"): (i) A a single lump sum cash payment in an amount equal to two (2) 1.0 times his Base Salarythe sum of the Executive's average annual base salary for the three calendar years preceding the date of the Change of Control Termination, as then in effectplus the Executive's average bonus for such three calendar years earned pursuant to the Bank's Short Term Incentive Compensation Program preceding the Change of Control Termination, all subject to all applicable tax withholding; provided, that any such calculation shall include only those years beginning on or after January 1, 2016; provided further, that if the Executive has not been an employee of the Company for three calendar years preceding the Change of Control Termination, the amounts would be paid in a lump sum within ten (10) business days following Employee’s Termination Date;
based on the annualized average annual base salary and annualized annual bonus for the period of employment, (ii) A lump sum cash payment in an amount equal to two (2) times Employee’s Executive's earned but unpaid annual bonus (based base salary for the period ending on the higher date of (A) his actual bonus earned for the prior year and (B) his target bonus for the year Change of termination)Control Termination, to be paid in a lump sum within ten (10) business days following Employee’s Termination Date;
(iii) A lump sum cash payment in an amount equal to the pro rata annual bonus award Executive's accrued but unpaid vacation pay for the year of termination (based period ending on the higher date of (A) his actual bonus earned for the prior year and (B) his target bonus for the year Change of termination); such amount to be paid in a lump sum in cash within ten (10) business days following such termination;
Control Termination, (iv) The same level Executive's unreimbursed business expenses through and including the date of the Change of Control Termination, provided that all required submissions for expense reimbursement are made in accordance with the Bank's expense reimbursement policy and within 30 days following the date of the Change of Control Termination, (v) 18 months of health care benefits from the date of the Change of Control Termination and the benefit provide would be a medical plan that is the same as that offered to all other employees, (i.e. medicalvi) the Bank shall pay reasonable costs up to $15,000 of the services of any outplacement counseling service mutually satisfactory to the Bank and the Executive, vision and dental(vii) coverage and benefits as in effect reimbursement to the Executive for the Employee on the day immediately preceding the Employee’s Termination Date; provided, however that the Employee constitutes a qualified beneficiary, any "parachute payment" penalties (as defined in Section 4980B(g)(12.4 below), if applicable, up to $175,000 with no gross-up. In order to effect a Change of Control Termination under 2.1(b)(ii) above, the Executive shall be required to provide the Bank, or its successor, with notice of the existence of the applicable condition giving rise to the termination within a period of ninety (90) days of the initial existence of the condition, and allow the Bank, or its successor, a grace period of thirty (30) days to remedy the condition. In the event that the Bank, or its successor, fails to remedy the condition within such thirty (30) day grace period, the Executive may terminate his employment pursuant to 2.1(b)(ii) within the thirty (30) day period following the expiration of the grace period.
2.2. Executive's rights following a Change of Control Termination with respect to any benefits, incentives, or awards provided to Executive pursuant to the terms of any plan, program, or arrangement sponsored or maintained by the Bank or its Affiliates, whether tax-qualified or not, which are not specifically addressed herein, shall be subject to the terms of such plan, program, or arrangement and this Agreement shall have no effect upon such terms except as specifically provided herein.
2.3. Executive shall receive the Change of Control Payment as soon as practical following the execution and non-revocation (if applicable) of a general waiver and release of claims in favor of the Bank and/or its successor in a form to be provided to Executive at the effective time of the occurrence of a Change in Control.
2.4. In the event that any payments or benefits provided or to be provided by the Bank to the Executive under this Agreement ("Covered Payments") (a) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended; amended (the "Code") and Employee elects continuation coverage pursuant (b) but for this Section 2.4 would be subject to COBRAthe excise tax imposed by Section 4999 of the Internal Revenue Code, within then the time period prescribed pursuant to COBRA. The Company Covered Payments shall continue to provide Employee with Company-paid health coverage (on the same basis as when he was an active employee) until the later of be payable either: (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA in full, or (ii) twenty-four (24) months from the Termination Date. If Employee and/or his family is not eligible to continued benefits under the Company’s health program, the Company shall reimburse the Employee, no less frequently than quarterly, in an amount which, after all taxes on such amount, is sufficient for him and his family to purchase equivalent benefits for the period over which, pursuant to this clause (iv), it is intended that Employee and his family be entitled to such benefits; and
(v) In the event of a termination pursuant to this Section 6(a), Employee shall also be entitled reduced to the payments minimum extent necessary to ensure that no portion of such Covered Payments is subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits described may be taxable under Section 4999 of the Code. Any such reduction shall be made by the Bank in its sole discretion consistent with the requirements of Section 5(f) above409A of the Internal Revenue Code.
Appears in 1 contract
Change of Control Benefits. (a) If during the Employment Term Employee’s employment is terminated other than for Cause by the Company within ninety (90) days prior to a Change of Control (as defined herein), or is terminated other than for Cause by the Company (or its successor corporation) in connection with a Change of Control, or is terminated other than for Cause by the Company (or its successor corporation) within eighteen (18) months following a Change of Control, or if Employee resigns for Good Reason within eighteen (18) months following a Change of Control but within ninety (90) days following Employee’s learning of the occurrence of a Good Reason event and following the end of the Cure Period, and Employee signs and does not revoke a Release, then, subject to the timing of payment rules in Section 14(k) and to Employee’s compliance with Section 89, Employee shall be entitled to the following payments and benefits:
(i) A lump sum cash payment in an amount equal to two three (23) times his Base Salary, as then in effect, to be paid in a lump sum within ten (10) business days following Employee’s Termination Date;
(ii) A lump sum cash payment in an amount equal to two three (23) times Employee’s annual bonus (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination), to be paid in a lump sum within ten (10) business days following Employee’s Termination Date;
(iii) A lump sum cash payment in an amount equal to the pro rata annual bonus award for the year of termination (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination); such amount to be paid in a lump sum in cash within ten (10) business days following such termination;
(iv) The same level of health (i.e. medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Employee’s Termination Date; provided, however that the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and Employee elects continuation coverage pursuant to COBRA, within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage (on the same basis as when he was an active employee) until the later of (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA or (ii) twentythirty-four six (2436) months from the Termination Date. If Employee and/or his family is not eligible to continued benefits under the Company’s health program, the Company shall reimburse the Employee, no less frequently than quarterly, in an amount which, after all taxes on such amount, is sufficient for him and his family to purchase equivalent benefits for the period over which, pursuant to this clause (iv), it is intended that Employee and his family be entitled to such benefits; and
(v) In the event of a termination pursuant to this Section 6(a7(a), Employee shall also be entitled to the payments and benefits described in Section 5(f6(f) above.
Appears in 1 contract
Samples: Employment Agreement (Infospace Inc)
Change of Control Benefits. A. In the event that:
(ai) If Executive provides Notice of Good Reason at any time during the Employment Term Employee’s employment is terminated other than for Cause by the Company within ninety (90) days six month period prior to a Change the date of Control (as defined herein), or is terminated other than for Cause by the Company (or its successor corporation) in connection with a Change of Control, or is terminated other than for Cause by during the Company twelve (or its successor corporation12) within eighteen (18) months following month period commencing on the date of a Change of Control, or if Employee resigns and Executive has a Separation from Service by reason of Executive’s voluntary termination of employment for Good Reason within eighteen Reason, or
(18ii) months following Executive has a Separation from Service by reason of the Company’s termination of Executive’s employment other than for Cause during the six month period prior to the date of the Change of Control but within ninety (90) days following Employee’s learning and such termination is at the request of the occurrence successor entity of such Change of Control, or is otherwise made in anticipation of the Change of Control), or during the twelve (12) month period commencing on the date of the Change of Control, then Executive shall receive the benefits from the Company as provided under Section 3.B. A portion of the benefits provided under Section 3.B and 3.C is deemed consideration for Executive’s covenants under Section 13.
B. The benefits to be provided by the Company in the event of a Good Reason event and following Separation from Service covered by Section 3.A shall be as follows: 3 For the end agreement of the Cure Periodchief executive officer 4 For all the agreements of the executive officers, and Employee signs and does not revoke a Release, then, subject to Employee’s compliance with Section 8, Employee shall be entitled to other than the following payments and benefits:chief executive officer 5 For all the agreements of non-executive key officers
(i) A lump sum cash payment in The Company shall pay to Executive when otherwise due Executive’s then effective base salary through the Date of Termination.
(ii) The Company shall pay to Executive an amount equal to [two (2) 2)]6 [one and a half (1.5)]7 [one(1)]8 times his Executive’s Termination Base Salary, as then in effect, to be paid payable in a lump sum within ten thirty (1030) business days following Employee’s Termination the Payment Date;; provided, that, in no event shall such lump sum payment be paid after the last day of the applicable two and one half month period of the “short-term deferral” exemption under Treasury Regulation Section 1.409A-1(b)(4).
(iiiii) A lump sum cash payment in The Company shall pay to Executive an amount equal to [two (2) 2)]9 [one and a half (1.5)]10 [one(1)]11 times Employee’s annual bonus (based on the higher of (Ai) his the highest actual annual bonus earned for received by Executive during the three years prior year and (B) his target bonus for to the year in which the Date of termination)Termination occurs, to be paid or (ii) Executive’s Bonus Amount, payable in a lump sum within ten thirty (1030) business days following Employeesuch Payment Date; provided, that, in no event shall such lump sum payment be paid after the last day of the applicable two and one half month period of the “short-term deferral” exemption under Treasury Regulation Section 1.409A-1(b)(4).
(iv) In consideration of service through the Date of Termination, the Company shall pay to Executive his Bonus Amount, pro-rated through and including the Date of Termination (on the basis of a 365 day year), payable in a lump sum within thirty (30) days following the Payment Date; provided, that, in no event shall such lump sum payment be paid after the last day of the applicable two and one half month period of the “short-term deferral” exemption under Treasury Regulation Section 1.409A-1(b)(4).
(v) Notwithstanding any provisions to the contrary in any of the Company’s Equity Plans, (i) all outstanding unvested stock options of Executive shall be and become fully vested and exercisable as to all shares of stock covered thereby, and (ii) all outstanding shares of restricted stock, all restricted shares, restricted stock units, performance shares and performance units of Executive shall be and become 100% vested and all restrictions thereon shall lapse, in each case as of the Date of Termination.
(vi) The Company shall pay to executive an amount equal to [two (2)]12 [one and a half (1.5)]13 [one(1)]14 times the annual amount the Company would 6 For the agreement of the chief executive officer 7 For all the agreements of the executive officers, other than the chief executive officer 8 For all the agreements of non-executive key officers 9 For the agreement of the chief executive officer 10 For all the agreements of the executive officers, other than the chief executive officer 11 For all the agreements of non-executive key officers 12 For the agreement of the chief executive officer 13 For all the agreements of the executive officers, other than the chief executive officer 14 For all the agreements of non-executive key officers be required to contribute on Executive’s behalf to the 401(k) plan, deferred compensation plan and any similar plan then in effect, based on Executive’s Termination Base Salary and the applicable maximum Company contribution percentages in effect as of the Date of Termination, payable in a lump sum within thirty (30) days following the Payment Date;; provided, that, in no event shall such lump sum payment be paid after the last day of the applicable two and one half month period of the “short-term deferral” exemption under Treasury Regulation Section 1.409A-1(b)(4).
(iiivii) A Effective as of the Payment Date, Executive shall become and be fully vested in Executive’s accrued benefits under all qualified pension, nonqualified pension, profit sharing, 401(k), deferred compensation and supplemental plans maintained by the Company for Executive’s benefit, except to that the extent the acceleration of vesting of such benefits would violate any applicable law or require the Company to accelerate the vesting of the accrued benefits of all participants in such plan or plans, in which case the Company shall pay Executive a lump sum cash payment payment, within thirty (30) days following the Payment Date, in an amount equal to the pro rata annual bonus award for the year present value of termination (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination)such unvested accrued benefits; provided, that, in no event shall such amount to lump sum payment be paid after the last day of the applicable two and one half month period of the “short-term deferral” exemption under Treasury Regulation Section 1.409A-1(b)(4). In addition, if such a lump sum payment is payable, the Company shall make an additional gross-up payment to Executive in an amount such that the net amount of the lump sum payment and such additional gross-up payment retained by Executive, after the calculation and deduction of all federal, foreign, state and local income tax and employment tax (including any interest or penalties imposed with respect to such taxes) on such lump sum payment and additional gross-up payment, and taking into account any lost or reduced tax deductions on account of such gross-up payment, shall be equal to such lump sum payment. Such additional gross-up payment shall be made in a lump sum in cash payment within ten thirty (1030) business days following such termination;
(iv) The same level of health (i.e. medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Employee’s Termination Payment Date; provided, however that that, in no event shall such lump sum payment be paid after the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) last day of the Internal Revenue Code applicable two and one half month period of 1986, as amended; and Employee elects continuation coverage pursuant to COBRA, within the time period prescribed pursuant to COBRA. “short-term deferral” exemption under Treasury Regulation Section 1.409A-1(b)(4).
(viii) The Company shall continue to provide Employee Executive with Company-paid health coverage (on the same basis as when he was an active employee) until the later of (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA or (ii) twenty-four (24) months from the Termination Date. If Employee and/or his family is not eligible to continued additional benefits under the Company’s health program, the Company shall reimburse the Employee, no less frequently than quarterly, described in an amount which, after all taxes on such amount, is sufficient for him and his family to purchase equivalent benefits for the period over which, pursuant to this clause (iv), it is intended that Employee and his family be entitled to such benefits; andSection 4 hereof.
(v) C. In the event of a termination pursuant to this Section 6(a)Change of Control, Employee shall also be entitled notwithstanding any provisions to the payments contrary in any of the Company’s Equity Plans, (i) all outstanding unvested stock options of Executive shall be and benefits described become fully vested and exercisable as to all shares of stock covered thereby, and (ii) all outstanding shares of restricted stock, all restricted shares, restricted stock units, performance shares and performance units of Executive shall be and become 100% vested and all restrictions thereon shall lapse, in Section 5(f) aboveeach case as of the Date of such Change of Control.
Appears in 1 contract
Samples: Executive Agreement (Resmed Inc)
Change of Control Benefits. If within three (a3) If during the Employment Term Employee’s employment is terminated other than for Cause by the Company within ninety (90) days months prior to a Change of Control (as defined herein), or is terminated other than for Cause by the Company (or its successor corporation) in connection with a Change of Control, or is terminated other than for Cause by the Company (or its successor corporation) within eighteen (18) months following a Change of Control, or if Employee resigns for Good Reason within eighteen (18) months following a Change of Control but within ninety (90) days following Employee’s learning of the occurrence of a Good Reason event and following the end of the Cure Period, and Employee signs and does not revoke a Release, then, subject to Employee’s compliance with Section 8, Employee shall be entitled to the following payments and benefits:
(i) A lump sum cash payment in an amount equal to two (2) times his Base Salary, as then in effect, to be paid in a lump sum within ten (10) business days following Employee’s Termination Date;
(ii) A lump sum cash payment in an amount equal to two (2) times Employee’s annual bonus (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination), to be paid in a lump sum within ten (10) business days following Employee’s Termination Date;
(iii) A lump sum cash payment in an amount equal to the pro rata annual bonus award for the year of termination (based on the higher of (A) his actual bonus earned for the prior year and (B) his target bonus for the year of termination); such amount to be paid in a lump sum in cash within ten (10) business days following such termination;
(iv) The same level of health (i.e. medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the Employee’s Termination Date; provided, however that the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and Employee elects continuation coverage pursuant to COBRA, within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with Company-paid health coverage (on the same basis as when he was an active employee) until the later of (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA or (ii) twenty-four (24) months from following a “Change of Control” (as defined below) (i) Executive terminates Executive’s employment with the Termination Date. If Employee and/or Company for Good Reason after providing the Company with written notice within the ninety (90) days after the occurrence of an event constituting Good Reason and an opportunity for the Company to cure such occurrence of not less than thirty (30) days, or (ii) the Company or its successor terminates Executive’s employment with the Company other than for Cause and other than due to his family is not eligible death or Disability (except as provided in Section 7(c) above), then Executive shall be entitled to continued receive the benefits under provided for in subsection (a) above, except that (A) the amount of the cash payments provided for in (a)(i) above shall be replaced by a cash payment equal to two times (2.0x) the sum of (x) the greater of Executive’s Base Salary as in effect immediately prior to the date of the Company’s health programentering into an agreement providing for such Change of Control (or, if no such agreement is entered into, immediately prior to the Change of Control), or Executive’s Base Salary as in effect at the time of Executive’s termination after the date of the Change of Control, and (y) the greater of Executive’s target Annual Bonus as most recently established by the Board or Compensation Committee prior to the date of the Company’s entering into an agreement providing for such Change of Control (or, if no such agreement is entered into, prior to the date of the Change of Control), or Executive’s target Annual Bonus as in effect at the time of Executive’s termination after the date of the Change of Control; and (B)(1) any stock-based awards (including RSUs and any other time-based awards that are granted after the date hereof) that are eligible to vest solely based on Executive’s continued service with the Company shall reimburse immediately become fully vested as of the Employeedate of termination; and (2) any stock-based awards or rights (including MSU, no less frequently than quarterlyPSUs, and other forms of performance-based awards that are granted after the date hereof) that vest in an amount whichwhole or in part based on performance shall be deemed earned based on the greater of (y) actual achievement of the applicable performance goals, after all taxes on as provided in the applicable award agreement or this document, through the date of such amounttermination and (z) 100% of target achievement of such performance goals, is sufficient and shall immediately become vested without proration . Executive shall only be permitted to receive the benefits provided for him in subsection (a) once and his family shall not be permitted to purchase equivalent claim such benefits for under both subsection (a) and (d) such that Executive would receive the period over which, benefits pursuant to this clause subsection (iv), it is intended that Employee and his family be entitled to such benefits; and
a) or (vd) In the event of a termination pursuant to this Section 6(a), Employee shall also be entitled to the payments and benefits described in Section 5(f) abovetwice.
Appears in 1 contract