Change of Control Severance Payments. In the event of a termination of the Employee’s employment occurring other than at the end of the Initial Term or a Renewal Term during a Post-Change of Control Renewal Period (x) by the Company other than for Cause or (y) by the Employee in a manner which satisfies Section 5(d): (i) The Company shall pay the Employee (subject to the provisions of Section 6 of this Agreement) a one-time, lump-sum severance payment equal to 200% of the Employee’s Base Salary in effect at the time of such termination (“Change of Control Severance Payment”). The Change of Control Severance Payment shall be paid to the Employee in cash equivalent on the date that is sixty (60) days after the date of termination of the Employee’s employment; provided that, to the extent required to comply with Section 409A of the Code, all or a portion of the Change of Control Severance Payment shall be delayed until the first day of the seventh (7th) month following the month in which the termination of the Employee’s employment occurs, without interest thereon. (1) All restrictions on any restricted stock or restricted stock unit awards made to the Employee by the Company or its affiliates (except for restricted stock issued to the Employee as part of the stock matching program set forth in Section 3(e) hereof) shall lapse such that Employee is fully and immediately vested in such awards upon such termination of employment; (2) any stock options or stock appreciation rights granted to Employee pursuant to the Company’s or its affiliate’s equity-based incentive plan(s) shall become fully and immediately vested upon such termination of employment; (3) any performance shares, performance units or similar performance-based equity awards granted to Employee pursuant to the Company’s or its affiliate’s equity-based incentive plan(s) shall be deemed earned on a pro rated basis according to the portion of the performance period that has elapsed through the date of the termination of employment as if all performance requirements had been satisfied at the target level (or such higher level as would have been achieved if performance through the date of the termination of employment had continued through the end of the performance period); and (4) Matching Stock shall become immediately vested in accordance with the following schedule: one-third (1/3) of the number of shares of Matching Stock shall immediately vest if the termination occurs less than one (1) year after the Triggering Purchase, two-thirds (2/3) of the number of shares of Matching Stock shall immediately vest if the termination occurs less than two (2) years, but one (1) year or more, after the Triggering Purchase, and one hundred percent (100%) of the number of shares of Matching Stock shall immediately vest if the termination occurs more two (2) years or more after the Triggering Purchase.
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Samples: Employment Agreement (Nicholas Financial Inc), Employment Agreement (Nicholas Financial Inc)
Change of Control Severance Payments. In the event of a termination of the Employee’s employment occurring other than at the end of the Initial Term or a Renewal Term during a Post-Change of Control Renewal Period (x) by the Company other than for Cause or (y) by the Employee in a manner which satisfies Section 5(d):
(i) The Company shall pay the Employee (subject to the provisions of Section 6 of this Agreement) a one-time, lump-sum severance payment equal to 200% of the Employee’s Base Salary in effect at the time of such termination (“Change of Control Severance Payment”). The Change of Control Severance Payment shall be paid to the Employee in cash equivalent on the date that is sixty (60) days after the date of termination of the Employee’s employment; provided that, to the extent required to comply with Section 409A of the Code, all or a portion of the Change of Control Severance Payment shall be delayed until the first day of the seventh (7th) month following the month in which the termination of the Employee’s employment occurs, without interest thereon.
(1) All restrictions on any restricted stock or restricted stock unit awards made to the Employee by the Company or its affiliates (except for restricted stock issued to the Employee as part of the stock matching program set forth in Section 3(e) hereof) shall lapse such that Employee is fully and immediately vested in such awards upon such termination of employment; (2) any stock options or stock appreciation rights granted to Employee pursuant to the Company’s or its affiliate’s equity-based incentive plan(s) shall become fully and immediately vested upon such termination of employment; (3) any performance shares, performance units or similar performance-based equity awards granted to Employee pursuant to the Company’s or its affiliate’s equity-based incentive plan(s) shall be deemed earned on a pro rated basis according to the portion of the performance period that has elapsed through the date of the termination of employment as if all performance requirements had been satisfied at the target level (or such higher level as would have been achieved if performance through the date of the termination of employment had continued through the end of the performance period); and (4) Matching Stock shall become immediately vested in accordance with the following schedule: one-third (1/3) of the number of shares of Matching Stock shall immediately vest if the termination occurs less than one (1) year after the Triggering Purchase, two-thirds (2/3) of the number of shares of Matching Stock shall immediately vest if the termination occurs less than two (2) years, but one (1) year or more, after the Triggering Purchase, and one hundred percent (100%) of the number of shares of Matching Stock shall immediately vest if the termination occurs more two (2) years or more after the Triggering Purchase.of
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Change of Control Severance Payments. In the event of a termination of the Employee’s employment occurring other than at the end of the Initial Term or a Renewal Term during a Post-Change of Control Renewal Period (x) by the Company other than for Cause or (y) by the Employee in a manner which satisfies Section 5(d):
(i) The Company shall pay the Employee (subject to the provisions of Section 6 of this Agreement) a one-time, lump-sum severance payment equal to 200100% of the Employee’s Base Salary in effect at the time of such termination (“Change of Control Severance Payment”). The Change of Control Severance Payment shall be paid to the Employee in cash equivalent on the date that is sixty (60) days after the date of termination of the Employee’s employment; provided that, to the extent required to comply with Section 409A of the Code, all or a portion of the Change of Control Severance Payment shall be delayed until the first day of the seventh (7th) month following the month in which the termination of the Employee’s employment occurs, without interest thereon.
(1) All restrictions on any restricted stock or restricted stock unit awards made to the Employee by the Company or its affiliates (except for restricted stock issued to the Employee as part of the stock matching program set forth in Section 3(e) hereof) shall lapse such that Employee is fully and immediately vested in such awards upon such termination of employment; (2) any stock options or stock appreciation rights granted to Employee pursuant to the Company’s or its affiliate’s equity-based incentive plan(s) shall become fully and immediately vested upon such termination of employment; (3) any performance shares, performance units or similar performance-based equity awards granted to Employee pursuant to the Company’s or its affiliate’s equity-based incentive plan(s) shall be deemed earned on a pro pro-rated basis according to the portion of the performance period that has elapsed through the date of the termination of employment as if all performance requirements had been satisfied at the target level (or such higher level as would have been achieved if performance through the date of the termination of employment had continued through the end of the performance period); and (4) Matching Stock shall become immediately vested in accordance with the following schedule: one-third (1/3) of the number of shares of Matching Stock shall immediately vest if the termination occurs less than one (1) year after the Triggering Purchase, two-thirds (2/3) of the number of shares of Matching Stock shall immediately vest if the termination occurs less than two (2) years, but one (1) year or more, after the Triggering Purchase, and one hundred percent (100%) of the number of shares of Matching Stock shall immediately vest if the termination occurs more two (2) years or more after the Triggering Purchase.
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Change of Control Severance Payments. In the event of a termination of the Employee’s employment occurring other than at the end of the Initial Term or a Renewal Term during a Post-Change of Control Renewal Period (x) by the Company other than for Cause or (y) by the Employee in a manner which satisfies Section 5(d):
(i) The Company shall pay the Employee (subject to the provisions of Section 6 of this Agreement) a one-time, lump-sum severance payment equal to 200100% of the Employee’s Base Salary in effect at the time of such termination (“Change of Control Severance Payment”). The Change of Control Severance Payment shall be paid to the Employee in cash equivalent on the date that is sixty (60) days after the date of termination of the Employee’s employment; provided that, to the extent required to comply with Section 409A of the Code, all or a portion of the Change of Control Severance Payment shall be delayed until the first day of the seventh (7th) month following the month in which the termination of the Employee’s employment occurs, without interest thereon.
(1) All restrictions on any restricted stock or restricted stock unit awards made to the Employee by the Company or its affiliates (except for restricted stock issued to the Employee as part of the stock matching program set forth in Section 3(e) hereof) shall lapse such that Employee is fully and immediately vested in such awards upon such termination of employment; (2) any stock options or stock appreciation rights granted to Employee pursuant to the Company’s or its affiliate’s equity-based incentive plan(s) shall become fully and immediately vested upon such termination of employment; (3) any performance shares, performance units or similar performance-based equity awards granted to Employee pursuant to the Company’s or its affiliate’s equity-based incentive plan(s) shall be deemed earned on a pro rated basis according to the portion of the performance period that has elapsed through the date of the termination of employment as if all performance requirements had been satisfied at the target level (or such higher level as would have been achieved if performance through the date of the termination of employment had continued through the end of the performance period); and (4) Matching Stock shall become immediately vested in accordance with the following schedule: one-third (1/3) of the number of shares of Matching Stock shall immediately vest if the termination occurs less than one (1) year after the Triggering Purchase, two-thirds (2/3) of the number of shares of Matching Stock shall immediately vest if the termination occurs less than two (2) years, but one (1) year or more, after the Triggering Purchase, and one hundred percent (100%) of the number of shares of Matching Stock shall immediately vest if the termination occurs more two (2) years or more after the Triggering Purchase.and
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Change of Control Severance Payments. In order to protect the Employee if a Change of Control occurs, the following is provided:
(a) For all purposes of the Agreement, a Change of Control shall be deemed to have occurred when (i) the Company is merged or consolidated with another corporation which is not then controlled by the Company, or (ii) a majority of the Company’s assets are sold or otherwise transferred to another such corporation or to a partnership, firm or one or more individuals not so controlled, or (iii) a majority of the members of the Company’s Board of Directors consists of persons who were not nominated for election as directors by or on behalf of the Board of Directors itself or with the express concurrence of the Board of Directors, or (iv) a single person, or a group of persons acting in concert, obtains the power to cause the nominees of such person or group to be elected as a majority of the directors of the Company.
(b) In the event of a Change of Control: (1) the Employee shall be paid in a lump sum immediately upon the occurrence of one or more of the events described subparagraph (1)(c), below, an amount equal to: (i) three years of the Employee’s then current base salary plus; (ii) the Employee’s average annual bonus payable with respect to the most recent three full bonus plan years ending prior to the date of a Change of Control in a lump sum; (Change of Control Severance Compensation); (2) the Employee will be provided his normal benefits during the three year period following the occurrence of a Change of Control including, but not limited to, health, dental and life insurance benefits the Employee was receiving prior to the Change of Control (Severance Benefits) upon the occurrence of one or more of the events described in subparagraph (1)(c), below; and (3) the Employee shall be entitled to exercise all stock options and stock appreciation rights previously granted to Employee by the Company regardless of any deferred vesting or deferred exercise provisions of such stock options or stock appreciation rights.
(c) Change of Control Severance Compensation pursuant to a Change of Control hereunder shall only be payable to the Employee and Severance Benefits shall only be provided to the Employee under the following conditions:
1. If the Employee terminates his employment during the period beginning on the first anniversary of a Change of Control and ending on or before ninety days following the first anniversary of the Change of Control by giving the Company not less than thirty (30) days notice of the Employee’s intention to terminate employment with the Company.
2. If the Employment of the Employee is terminated by the Company other than for a Termination for Cause during the three-year period after a Change of Control. A Termination for Cause shall be defined as a termination by the Company at any time, without notice, for Employee’s (i) willful misconduct in the performance of his or her duties (other than for disability); (ii) dishonesty or breach of trust by the Employee which is demonstrably injurious to the Company or its subsidiaries; or (iii) conviction or plea of nolo contendere to a felony.
3. If the Employee terminates his employment for Good Reason during the three-year period after a Change of Control. Good Reason shall mean, without the Employee’s express written consent, the occurrence of any one or more of the following: (i) a material diminution of the Employee’s authorities, duties, responsibilities, and status (including offices, titles, and reporting requirements) as an employee of the Company from those in effect as of one hundred eighty days prior to the Change of Control; (ii) the Company’s requiring the Employee to be based at a location in excess of thirty-five miles from the location of the Employee’s principal job location or office immediately prior to the Change of Control; (iii) a reduction in the Employee’s base salary or any material reduction by the Company of the Employee’s other compensation or benefits from that in effect immediately before the Change of Control occurred; (iv) the failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Company’s obligations under this Agreement, as contemplated in paragraph 2, below; and (v) any purported termination by the Company of the Employee’s employment that is not effected pursuant to a notice of termination in writing which shall indicate the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment occurring other than at under the end provision so indicated, and for purposes of this Agreement, no such purported termination shall be effective.
(d) No Change of Controls Severance Compensation will be made nor will Severance Benefits be provided to Employee upon termination of the Initial Term or a Renewal Term during a Post-Change employment of Control Renewal Period (x) by the Company other than for Cause or (y) by the Employee in a manner which satisfies Section 5(d):
(i) The Company shall pay the Employee (subject to the provisions of Section 6 of this Agreement) Termination for Cause after a one-time, lump-sum severance payment equal to 200% of the Employee’s Base Salary in effect at the time of such termination (“Change of Control Severance Payment”). The Change of Control Severance Payment shall be paid to the Employee in cash equivalent on the date that is sixty (60) days after the date of termination of the Employee’s employment; provided that, to the extent required to comply with Section 409A of the Code, all or a portion of the Change of Control Severance Payment shall be delayed until the first day of the seventh (7th) month following the month in which the termination of the Employee’s employment occurs, without interest thereon.
(1) All restrictions on any restricted stock or restricted stock unit awards made to the Employee by the Company or its affiliates (except for restricted stock issued to the Employee as part of the stock matching program set forth in Section 3(e) hereof) shall lapse such that Employee is fully and immediately vested in such awards upon such termination of employment; (2) any stock options or stock appreciation rights granted to Employee pursuant to the Company’s or its affiliate’s equity-based incentive plan(s) shall become fully and immediately vested upon such termination of employment; (3) any performance shares, performance units or similar performance-based equity awards granted to Employee pursuant to the Company’s or its affiliate’s equity-based incentive plan(s) shall be deemed earned on a pro rated basis according to the portion of the performance period that has elapsed through the date of the termination of employment as if all performance requirements had been satisfied at the target level (or such higher level as would have been achieved if performance through the date of the termination of employment had continued through the end of the performance period); and (4) Matching Stock shall become immediately vested in accordance with the following schedule: one-third (1/3) of the number of shares of Matching Stock shall immediately vest if the termination occurs less than one (1) year after the Triggering Purchase, two-thirds (2/3) of the number of shares of Matching Stock shall immediately vest if the termination occurs less than two (2) years, but one (1) year or more, after the Triggering Purchase, and one hundred percent (100%) of the number of shares of Matching Stock shall immediately vest if the termination occurs more two (2) years or more after the Triggering Purchase.
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Change of Control Severance Payments. In order to protect the Employee if a Change of Control occurs, the following is provided:
(a) For all purposes of this Agreement, a Change of Control shall be deemed to have occurred when (i) the Company is merged or consolidated with another corporation which is not then controlled by the Company, or (ii) a majority of the Company’s assets are sold or otherwise transferred to another such corporation or to a partnership, firm or one or more individuals not so controlled, or (iii) a majority of the members of the Company’s Board of Directors consists of persons who were not nominated for election as directors by or on behalf of the Board of Directors itself or with the express concurrence of the Board of Directors, or (iv) a single person, or a group of persons acting in concert, obtains the power to cause the nominees of such person or group to be elected as a majority of the directors of the Company.
(b) In the event of a Change of Control: (1) the Employee shall be paid in a lump sum immediately upon the occurrence of one or more of the events described in Article 5(c), an amount equal to: (i) three years of the Employee’s then current base salary plus; (ii) the Employee’s average annual bonus payable with respect to the most recent three full bonus plan years ending prior to the date of a Change of Control in a lump sum plus; (iii) an amount equal to the aggregate amount of matching contributions that would be credited to Employee under the Company’s 401K plan for the three years following the effective date of termination if the Employee were to continue to participate and make the maximum permissible contribution thereunder and the applicable rate of matching contributions during such period were to equal the average rate of match under the plan for the three years immediately prior to the effective date of termination (Change of Control Severance Compensation); (2) the Employee will be provided his normal benefits during the three year period following the occurrence of a Change of Control including, but not limited to, health, dental and life insurance benefits the Employee was receiving prior to the Change of Control (Severance Benefits) upon the occurrence of one or more of the events described in Article 5(c) ; and (3) the Employee shall be entitled to exercise all stock options and stock appreciation rights previously granted to Employee by the Company regardless of any deferred vesting or deferred exercise provisions of such stock options or stock appreciation rights.
(c) Change of Control Severance Compensation pursuant to a Change of Control hereunder shall only be payable to the Employee and Severance Benefits shall only be provided to the Employee under the following conditions:
1. If the Employee terminates his employment during the period beginning on the first anniversary of a Change of Control and ending on or before ninety days following the first anniversary of the Change of Control by giving the Company not less than thirty (30) days notice of the Employee’s intention to terminate employment with the Company.
2. If the Employment of the Employee is terminated by the Company other than for a Termination for Cause during the three-year period after a Change of Control.
3. If the Employee terminates his employment for Good Reason during the three-year period after a Change of Control. Good Reason shall mean, without the Employee’s express written consent, the occurrence of any one or more of the following: (i) a material diminution of the Employee’s authorities, duties, responsibilities, and status (including offices, titles, and reporting requirements) as an employee of the Company from those in effect as of one hundred eighty days prior to the Change of Control; (ii) the Company’s requiring the Employee to be based at a location in excess of thirty-five miles from the location of the Employee’s principal job location or office immediately prior to the Change of Control; (iii) a reduction in the Employee’s base salary or any material reduction by the Company of the Employee’s other compensation or benefits from that in effect immediately before the Change of Control occurred; (iv) the failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Company’s obligations under this Agreement, as contemplated in Article 13 herein; and (v) any purported termination by the Company of the Employee’s employment that is not effected pursuant to a notice of termination in writing which shall indicate the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment occurring other than at under the end provision so indicated, and for purposes of this Agreement, no such purported termination shall be effective.
(d) No Change of Controls Severance Compensation will be made nor will Severance Benefits be provided to Employee upon termination of the Initial Term or a Renewal Term during a Post-Change employment of Control Renewal Period (x) by the Company other than for Cause or (y) by the Employee in a manner which satisfies Section 5(d):
(i) The Company shall pay the Employee (subject to the provisions of Section 6 of this Agreement) Termination for Cause after a one-time, lump-sum severance payment equal to 200% of the Employee’s Base Salary in effect at the time of such termination (“Change of Control Severance Payment”). The Change of Control Severance Payment shall be paid to the Employee in cash equivalent on the date that is sixty (60) days after the date of termination of the Employee’s employment; provided that, to the extent required to comply with Section 409A of the Code, all or a portion of the Change of Control Severance Payment shall be delayed until the first day of the seventh (7th) month following the month in which the termination of the Employee’s employment occurs, without interest thereon.
(1) All restrictions on any restricted stock or restricted stock unit awards made to the Employee by the Company or its affiliates (except for restricted stock issued to the Employee as part of the stock matching program set forth in Section 3(e) hereof) shall lapse such that Employee is fully and immediately vested in such awards upon such termination of employment; (2) any stock options or stock appreciation rights granted to Employee pursuant to the Company’s or its affiliate’s equity-based incentive plan(s) shall become fully and immediately vested upon such termination of employment; (3) any performance shares, performance units or similar performance-based equity awards granted to Employee pursuant to the Company’s or its affiliate’s equity-based incentive plan(s) shall be deemed earned on a pro rated basis according to the portion of the performance period that has elapsed through the date of the termination of employment as if all performance requirements had been satisfied at the target level (or such higher level as would have been achieved if performance through the date of the termination of employment had continued through the end of the performance period); and (4) Matching Stock shall become immediately vested in accordance with the following schedule: one-third (1/3) of the number of shares of Matching Stock shall immediately vest if the termination occurs less than one (1) year after the Triggering Purchase, two-thirds (2/3) of the number of shares of Matching Stock shall immediately vest if the termination occurs less than two (2) years, but one (1) year or more, after the Triggering Purchase, and one hundred percent (100%) of the number of shares of Matching Stock shall immediately vest if the termination occurs more two (2) years or more after the Triggering Purchase.
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Change of Control Severance Payments. In the event of a termination of the Employee’s employment occurring other than at the end of the Initial Term or a Renewal Term during a Post-Change of Control Renewal Period (x) by the Company other than for Cause or (y) by the Employee in a manner which satisfies Section 5(d):
(i) The Company shall pay the Employee (subject to the provisions of Section 6 of this Agreement) a one-time, lump-sum severance payment equal to 200100% of the Employee’s Base Salary in effect at the time of such termination (“Change of Control Severance Payment”). The Change of Control Severance Payment shall be paid to the Employee in cash equivalent on the date that is sixty (60) days after the date of termination of the Employee’s employment; provided that, to the extent required to comply with Section 409A of the Code, all or a portion of the Change of Control Severance Payment shall be delayed until the first day of the seventh (7th) month following the month in which the termination of the Employee’s employment occurs, without interest thereon.
(1) All restrictions on any restricted stock or restricted stock unit awards made to the Employee by the Company or its affiliates (except for restricted stock issued to the Employee as part of the stock matching program set forth in Section 3(e) hereof) shall lapse such that Employee is fully and immediately vested in such awards upon such termination of employment; (2) any stock options or stock appreciation rights granted to Employee pursuant to the Company’s or its affiliate’s equity-based incentive plan(s) shall become fully and immediately vested upon such termination of employment; (3) any performance shares, performance units or similar performance-based equity awards granted to Employee pursuant to the Company’s or its affiliate’s equity-based incentive plan(s) shall be deemed earned on a pro rated basis according to the portion of the performance period that has elapsed through the date of the termination of employment as if all performance requirements had been satisfied at the target level (or such higher level as would have been achieved if performance through the date of the termination of employment had continued through the end of the performance period); and (4) Matching Stock shall become immediately vested in accordance with the following schedule: one-third (1/3) of the number of shares of Matching Stock shall immediately vest if the termination occurs less than one (1) year after the Triggering Purchase, two-thirds (2/3) of the number of shares of Matching Stock shall immediately vest if the termination occurs less than two (2) years, but one (1) year or more, after the Triggering Purchase, and one hundred percent (100%) of the number of shares of Matching Stock shall immediately vest if the termination occurs more two (2) years or more after the Triggering Purchase.
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