Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to SECTION 1.5 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to (A) the amount of his Base Salary for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health insurance coverage, continuation at the cost of Company of coverage thereunder for Employee and, if dependant coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgement, for the period of any partial fiscal year immediately proceeding the termination date in accordance with SECTION 2.2 above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B)(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first 60 days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the Company (but not inconsistent with this Agreement), which agreement shall, among other things, contain a general release by Employee of all claims arising out of Employee's employment or termination of employment (but excluding claims for indemnification for third party claims pursuant to the Company's articles of incorporation and/or bylaws), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under SECTIONS 3 AND 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment. The Severance Benefits are intended to be in lieu of all 1). Except as expressly provided above, no fringe or other employee benefits shall be payable during or after the Severance Period. (b) If Employee's employment shall be terminated pursuant to SECTION 1.5, the Company shall have no further obligations hereunder or otherwise with respect to Employee's employment from and after the effective date of the termination of the Employment Period (except for the payments required under SECTION 2.1), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under SECTIONS 3 AND 4 hereof at law or in equity). (c) For the avoidance of doubt, Severance Benefits shall not be payable if Employee's employment is terminated by reason of his death or Disability, but shall continue to be payable during the Severance Period if his employment is terminated without Cause or by reason of Constructive Termination and he subsequently dies or becomes disabled.
Appears in 2 contracts
Samples: Employment Agreement (Compass International Services Corp), Employment Agreement (Compass International Services Corp)
Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to SECTION 1.5 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to (A) the amount of his Base Salary for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health insurance coverage, continuation at the cost of Company of coverage thereunder for Employee and, if dependant dependent coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgementjudgment, for the period of any partial fiscal year immediately proceeding preceding the termination date in accordance with SECTION 2.2 above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B)(iiB(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first 60 sixty (60) days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the Company (but not inconsistent with this Agreement), which agreement shall, among other things, contain a general release by Employee of all claims arising out of Employee's employment or termination of employment (but excluding claims for indemnification for third party claims pursuant to the Company's articles of incorporation and/or bylawsbylaw), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under SECTIONS 3 AND 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 sixty (60) days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment. The Severance Benefits are intended to be in lieu of allintended
1). Except as expressly provided above, no fringe or other employee benefits shall be payable during or after the Severance Period.
(b) If Employee's employment shall be terminated pursuant to SECTION 1.5, the Company shall have no further obligations hereunder or otherwise with respect to Employee's employment from and after the effective date of the termination of the Employment Period (except for the payments required under SECTION 2.1), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under SECTIONS 3 AND 4 hereof at law or in equity).
(c) For the avoidance of doubt, Severance Benefits shall not be payable if Employee's employment is terminated by reason of his death or Disability, but shall continue to be payable during the Severance Period if his employment is terminated without Cause or by reason of Constructive Termination and he subsequently dies or becomes disabled.
Appears in 2 contracts
Samples: Employment Agreement (Compass International Services Corp), Employment Agreement (Compass International Services Corp)
Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to SECTION 1.5 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to (A) the amount of his Base Salary for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health insurance coverage, continuation at the cost of Company of coverage thereunder for Employee and, if dependant dependent coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgement, for the period of any partial fiscal year immediately proceeding preceding the termination date in accordance with SECTION Section 2.2 above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B)(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first 60 days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION Section 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the Company (but not inconsistent with this Agreement), which agreement shall, among other things, contain a general release by Employee of all claims arising out of Employee's employment or termination of employment (but excluding claims for indemnification for third party claims pursuant to the Company's articles of incorporation and/or bylawsbylaw), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under SECTIONS 3 AND 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment. The Severance Benefits are intended to be in lieu of all
1all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause (except for the payments required under Section 2.1). Except as expressly provided above, no fringe or other employee benefits shall be payable during or after the Severance Period.
(b) If Employee's employment shall be terminated pursuant to SECTION 1.5, the Company shall have no further obligations hereunder or otherwise with respect to Employee's employment from and after the effective date of the termination of the Employment Period (except for the payments required under SECTION 2.1), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under SECTIONS 3 AND 4 hereof at law or in equity).
(c) For the avoidance of doubt, Severance Benefits shall not be payable if Employee's employment is terminated by reason of his death or Disability, but shall continue to be payable during the Severance Period if his employment is terminated without Cause or by reason of Constructive Termination and he subsequently dies or becomes disabled.
Appears in 2 contracts
Samples: Employment Agreement (Compass International Services Corp), Employment Agreement (Compass International Services Corp)
Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to SECTION 1.5 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to (A) the amount of his Base Salary for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health insurance coverage, continuation at the cost of Company of coverage thereunder for Employee and, if dependant dependent coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgement, for the period of any partial fiscal year immediately proceeding preceding the termination date in accordance with SECTION 2.2 above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B)(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first 60 sixty (60) days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the Company (but not inconsistent with this Agreement), which agreement shall, among other things, contain a general release by Employee of all claims arising out of Employee's employment or termination of employment (but excluding claims for indemnification for third party claims pursuant to the Company's articles of incorporation and/or bylaws), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under SECTIONS 3 AND 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment. The Severance Benefits are intended to be in lieu of allbasis
1). Except as expressly provided above, no fringe or other employee benefits shall be payable during or after the Severance Period.
(b) If Employee's employment shall be terminated pursuant to SECTION 1.5, the Company shall have no further obligations hereunder or otherwise with respect to Employee's employment from and after the effective date of the termination of the Employment Period (except for the payments required under SECTION 2.1), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under SECTIONS 3 AND 4 hereof at law or in equity).
(c) For the avoidance of doubt, Severance Benefits shall not be payable if Employee's employment is terminated by reason of his death or Disability, but shall continue to be payable during the Severance Period if his employment is terminated without Cause or by reason of Constructive Termination and he subsequently dies or becomes disabled.
Appears in 2 contracts
Samples: Employment Agreement (Compass International Services Corp), Employment Agreement (Compass International Services Corp)
Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to SECTION Section 1.5 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to (A) the amount of his Base Salary for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health insurance coverage, continuation at the cost of Company of coverage thereunder for Employee and, if dependant dependent coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgement, for the period of any partial fiscal year immediately proceeding preceding the termination date in accordance with SECTION 2.2 Section 2.2. above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B)(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first 60 days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION Section 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the Company (but not inconsistent with this Agreement), which agreement shall, among other things, contain a general release by Employee of all claims arising out of Employee's employment or termination of employment (but excluding claims for indemnification for third party claims pursuant to the Company's articles of incorporation and/or bylawsbylaw), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under SECTIONS Sections 3 AND and 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment. The Severance Benefits are intended to be in lieu of all
1all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause (except for the payments required under Section 2.1). Except as expressly provided above, no fringe or other employee benefits shall be payable during or after the Severance Period.
(b) If Employee's employment shall be terminated pursuant to SECTION Section 1.5, the Company shall have no further obligations hereunder or otherwise with respect to Employee's employment from and after the effective date of the termination of the Employment Period (except for the payments required under SECTION Section 2.1), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under SECTIONS Sections 3 AND and 4 hereof at law or in equity).
(c) For the avoidance of doubt, Severance Benefits shall not be payable if Employee's employment is terminated by reason of his death or Disability, but shall continue to be payable during the Severance Period if his employment is terminated without Cause or by reason of Constructive Termination and he subsequently dies or becomes disabled.
Appears in 2 contracts
Samples: Employment Agreement (Compass International Services Corp), Employment Agreement (Compass International Services Corp)
Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to SECTION 1.5 of this Agreement), or if Employee shall voluntarily terminate his her employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to (A) the amount of his her Base Salary for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health insurance coverage, continuation at the cost of Company of coverage thereunder for Employee and, if dependant dependent coverage is then in effect, his her covered dependents (subject to such changes in coverage as shall apply to Company's employees generally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his her pro rated bonus, as determined by the Compensation Committee in its good faith judgement, for the period of any partial fiscal year immediately proceeding preceding the termination date in accordance with SECTION 2.2 above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B)(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first 60 sixty (60) days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the Company (but not inconsistent with this Agreement), which agreement shall, among other things, contain a general release by Employee of all claims arising out of Employee's employment or termination of employment (but excluding claims for indemnification for third party claims pursuant to the Company's articles of incorporation and/or bylaws), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under SECTIONS 3 AND 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 sixty (60) days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment. The Severance Benefits are intended to be in lieu of allintended
1). Except as expressly provided above, no fringe or other employee benefits shall be payable during or after the Severance Period.
(b) If Employee's employment shall be terminated pursuant to SECTION 1.5, the Company shall have no further obligations hereunder or otherwise with respect to Employee's employment from and after the effective date of the termination of the Employment Period (except for the payments required under SECTION 2.1), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under SECTIONS 3 AND 4 hereof at law or in equity).
(c) For the avoidance of doubt, Severance Benefits shall not be payable if Employee's employment is terminated by reason of his her death or Disability, but shall continue to be payable during the Severance Period if his her employment is terminated without Cause or by reason of Constructive Termination and he she subsequently dies or becomes disabled.
Appears in 2 contracts
Samples: Employment Agreement (Compass International Services Corp), Employment Agreement (Compass International Services Corp)
Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to SECTION 1.5 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to (A) the amount of his Base Salary for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health insurance coverage, continuation at the cost of Company of coverage thereunder for Employee and, if dependant dependent coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgement, for the period of any partial fiscal year immediately proceeding preceding the termination date in accordance with SECTION 2.2 above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B)(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first 60 sixty (60) days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the Company (but not inconsistent with this Agreement), which agreement shall, among other things, contain a general release by Employee of all claims arising out of Employee's employment or termination of employment (but excluding claims for indemnification for third party claims pursuant to the Company's articles of incorporation and/or bylaws), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under SECTIONS 3 AND 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 sixty (60) days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment. The Severance Benefits are intended to be in lieu of allintended
1). Except as expressly provided above, no fringe or other employee benefits shall be payable during or after the Severance Period.
(b) If Employee's employment shall be terminated pursuant to SECTION 1.5, the Company shall have no further obligations hereunder or otherwise with respect to Employee's employment from and after the effective date of the termination of the Employment Period (except for the payments required under SECTION 2.1), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under SECTIONS 3 AND 4 hereof at law or in equity).
(c) For the avoidance of doubt, Severance Benefits shall not be payable if Employee's employment is terminated by reason of his death or Disability, but shall continue to be payable during the Severance Period if his employment is terminated without Cause or by reason of Constructive Termination and he subsequently dies or becomes disabled.
Appears in 2 contracts
Samples: Employment Agreement (Compass International Services Corp), Employment Agreement (Compass International Services Corp)
Compensation After Termination of Employment. (a) If the Company shall terminate Employee's ’s employment during the Employment Period for any reason (other than for Cause pursuant to SECTION 1.5 Section 1.4 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined belowAgreement ), Employee shall be entitled to receive severance compensation equal to the sum of (A) the amount continuance of his Base Salary (which, solely for purposes of this Section 2.4 shall be deemed to include the value of all benefits and perquisites provided pursuant to Sections 2.3 and 2.5) and Deemed Bonus (as defined below) for a period of two years three (3) months commencing on the last day effective date of the Employment Period termination of Employee’s employment (the "“Severance Period"”), (B) (i) if permitted under Company's ’s group health insurance coveragehealth, life and disability coverage (“Insurance Coverage”), continuation at the cost of Company of Employee’s coverage thereunder for Employee and, if dependant coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's ’s employees generally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employeegenerally) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, COBRA for the first eighteen (18) months of the Severance Period and other comparable replacement coverage procure by Employee thereafter until the end of the Severance Period or until other employment is obtainedobtained that provides comparable coverage, whichever occurs first, and (C) his pro rated rata bonus, as determined by the Compensation Committee in its good faith judgementjudgment in accordance with Section 2.2, for the period portion of any partial fiscal year immediately proceeding prior to the termination date in accordance with SECTION 2.2 above ((A), (B) and (C) collectively, the "“Severance Benefits"”). The Severance Benefits payable under (A) and (B)(iiB) (ii) above shall be paid in equal installments on the Company's ’s normal payroll payment dates occurring during the first 60 days Severance Period; provided, however, in the even Employee terminates his employment for Good Reason after a Change of Control (as defined below), the Company shall pay Employee the total sum of the Severance Period. The Benefits in one lump sum payment in an amount equal to the sum of the amount described in (C) above and the present value (determined as of the date of payment which shall be no later than thirty (30) days after the Change of Control) of the aggregate Severance Benefits payable under (CA) above shall be paid and (B)(ii) above, discounted at a rate equal to the rate of interest (as reported in the Wall Street Journal) borne by obligation of the United States of America having a lump sum in accordance with SECTION 2.2 abovematurity of three (3) years. It shall be a condition to Employee's ’s right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the Company (but not inconsistent with this Agreement)Company, which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's ’s employment or termination of employment employment, (but excluding claims for indemnification for Y) a covenant by Employee to cooperate with the Company in prosecuting or defending any litigation involving third party claims pursuant parties and (Z) a covenant by Employee not to disparage the Company's articles of incorporation and/or bylaws), and (ii) Employee shall be in compliance with all of Employee's obligations ’s obligation which expressly survive termination hereof, including without limitation limitation, those arising under SECTIONS Section 3 AND and 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment. The Severance Benefits are intended to be in lieu of all
1)all other payments to which Employee might otherwise be entitled in respect of termination of Employee’s employment without Cause. Employee shall not be required to seek other employment during the Severance Period and his acceptance of alternate employment during the Severance Period shall not reduce in any way the Company’s obligation to pay Severance Benefits, except with respect to insurance coverage. Except as expressly provided aboveabove in this Section 2.4(a), no fringe or other employee benefits shall be payable during or after the Severance Period.
(b) If Employee's Employee shall voluntarily terminate his employment for Good Reason (as defined below) or be terminated without Cause during the Employment Period, Employee shall be terminated pursuant entitled to SECTION 1.5receive the same Severance Benefits as are provided for in Section 2.4(a) above, the Company shall have no further obligations hereunder or otherwise with respect subject to Employee's employment from and after the effective date all of the termination of the Employment Period (except for the payments required under SECTION 2.1), terms and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under SECTIONS 3 AND 4 hereof at law or conditions set forth in equity)said Section.
(c) For purposes of this Agreement, “Good Reason” shall mean, so long as Employee has not been guilty of the avoidance conduct giving rise to the right to terminate Employee for Cause, (i) the removal of doubtEmployee from such position or the assignment to Employee of any additional duties or responsibilities or a reduction in Employee’s duties or responsibilities which, Severance Benefits shall in either case, are inconsistent with those customarily associated with such position or an adverse change in the Employee’s reporting lines; (ii) the Company’s requiring Employee to be based at any office or location other than in the metropolitan New York City, New York area, except for travel reasonably required in the performance of Employee’s duties; (iii) any decrease in the Employee’s compensation; (iv) a material breach of this Agreement by the Company if written notice is delivered to the Company describing such breach an it fails to cure after a reasonable period of time (not be payable if Employee's employment to exceed ninety (90) days); or (v) the termination by the Company of any employee benefit plan in which the Employee is participating unless such plan is terminated by reason as to all managerial employees of his death or Disability, but shall continue to be payable during the Severance Period if his employment is terminated without Cause or by reason of Constructive Termination and he subsequently dies or becomes disabledCompany.
Appears in 1 contract
Samples: Employment Agreement (Mohen, Inc.)
Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to SECTION Section 1.5 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to (A) the amount of his Base Salary for a period of two years commencing on the last day remainder of the Initial Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health insurance coverage, continuation at the cost of Company of coverage thereunder for Employee and, if dependant dependent coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtainedobtained by Employee, whichever occurs first, and (C) his pro rated bonusbonus (if any), 4 as determined by the Compensation Committee of the Board in its good faith judgement, for the period of any partial fiscal year immediately proceeding preceding the termination date in accordance with SECTION 2.2 above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B)(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first 60 days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the Company (but not inconsistent with this Agreement), which agreement shall, among other things, contain a general release by Employee of all claims arising out of Employee's employment or termination of employment (but excluding claims for indemnification for third party claims pursuant to the Company's articles of incorporation and/or bylawsclaims), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under SECTIONS Section 3 AND 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment. The Severance Benefits are intended to be in lieu of all
1)all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. In addition to the payment of Severance Benefits, all options to purchase CenterPoint stock granted to Employee prior to the date of (i) a termination by the Company without cause, (ii) Employee's voluntary termination of his employment during the Employment Period and within 90 days of a Constructive Termination, or (iii) Employee's death or Disability shall vest and become exercisable on the date of such event and for a period of one year thereafter. Except as expressly provided above, no fringe or other employee benefits shall be payable during or after the Severance Period.
(b) If Employee's employment shall be terminated by Company for "Cause" pursuant to SECTION 1.5Section 1.5 or if Employee shall voluntarily terminate his employment during the Employment Period under circumstances not described in Section 2.3 above, the Company shall have no further obligations hereunder or otherwise with respect to Employee's employment from and after the effective date of the termination of the Employment Period (except for the payments required under SECTION Section 2.1), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under SECTIONS Section 3 AND 4 hereof at law or in equity).
(c) For the avoidance of doubt, except as set forth in this Section 2.3(c), Severance Benefits shall not be payable if Employee's employment is terminated by reason of his death or Disability, but shall continue to be payable during the Severance Period if his employment is terminated without Cause or by reason of Constructive Termination and he subsequently dies or becomes disabled. If Employee dies during the Employment Period, Employee's designated beneficiary shall receive the Base Salary for a six month period, which amounts shall be paid on the Company's normal payroll payment dates during such six month period.
Appears in 1 contract
Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to SECTION 1.5 Section 1.4 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to the sum of (A) the amount continuance of his Base Salary and Deemed Bonus for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health health, life and disability insurance coveragecoverage ("Insurance Coverage"), continuation at the cost of Company of Employee's coverage thereunder for Employee and, if dependant coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employeegenerally) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgementjudgment, for the period portion of any partial fiscal year immediately proceeding prior to the termination date in accordance with SECTION 2.2 above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B)(iiB) (ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first 60 days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the Company (but not inconsistent with this Agreement)Company, which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment employment, (but excluding claims for indemnification for Y) a covenant by Employee to cooperate with the Company in prosecuting or defending any litigation involving third party claims pursuant parties and (Z) a covenant by Employee not to disparage the Company's articles of incorporation and/or bylaws), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under SECTIONS Sections 3 AND and 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment or to fulfill his obligations relating to that employment. The Severance Benefits are intended to be in lieu of all
1)all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be required to seek other employment during the Severance Period. Except as expressly provided aboveabove or in the Compass Stock Option Plan, no fringe or other employee benefits shall be payable during or after the Severance Period.
(b) If Employee's Employee shall voluntarily terminate his employment for Good Reason (as defined below) during the Employment Period and at any time after a Change of Control (as defined below), Employee shall be terminated pursuant entitled to SECTION 1.5receive the same Severance Benefits as are provided for in Section 2.3(a) above, the Company shall have no further obligations hereunder or otherwise with respect subject to Employee's employment from and after the effective date all of the termination terms and conditions set forth in said Section, except that the Severance Period shall be a period of three years commencing on the last day of the Employment Period (except for the payments required under SECTION 2.1), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under SECTIONS 3 AND 4 hereof at law or in equity)Period.
(c) For purposes of this Agreement, "Good Reason" shall mean, so long as Employee has not been guilty of the avoidance conduct giving rise to the right to terminate Employee for Cause, (i) the failure to elect Employee to the office of doubtChief Financial Officer of the Company (or a comparable or superior office), Severance Benefits shall not be payable if the removal of Employee from such position or the assignment to Employee of any additional duties or responsibilities or a reduction in Employee's employment duties or responsibilities which, in either case, are inconsistent with those customarily associated with such position or an adverse change in the Employee's reporting lines; (ii) the Company's requiring Employee to be based at any office or location other than in the metropolitan New York City area, except for travel reasonably required in the performance of Employee's duties; (iii) any decrease in the Employee's compensation; (iv) a material breach of this Agreement by the Company if (A) written notice is delivered to the Company describing such breach and (B) the Company has failed to cure or take substantial steps to cure such breach after a reasonable period of time (not to exceed 30 days); and (v) the termination by the Company of any employee benefit plan in which the Employee is participating unless (A) such plan is terminated by reason as to all managerial employees of his death or Disabilitythe Company, but shall continue and (B) the value of the remaining compensation and benefits offered to be payable during the Severance Period if his employment Employee (including any compensation and benefits offered in lieu of such plan) is terminated without Cause or by reason of Constructive Termination and he subsequently dies or becomes disablednot less than prior to such termination.
Appears in 1 contract
Samples: Employment Agreement (Compass International Services Corp)
Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to SECTION 1.5 Section 1.4 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to the sum of (A) the amount continuance of his Base Salary and Deemed Bonus for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health health, life and disability insurance coveragecoverage ("Insurance Coverage"), continuation at the cost of Company of Employee's coverage thereunder for Employee and, if dependant coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employeegenerally) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgementjudgment, for the period portion of any partial fiscal year immediately proceeding prior to the termination date in accordance with SECTION 2.2 above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B)(iiB) (ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first 60 days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the Company (but not inconsistent with this Agreement)Company, which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment employment, (but excluding claims for indemnification for Y) a covenant by Employee to cooperate with the Company in prosecuting or defending any litigation involving third party claims pursuant parties and (Z) a covenant by Employee not to disparage the Company's articles of incorporation and/or bylaws), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under SECTIONS Sections 3 AND and 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment or to fulfill his obligations relating to that employment. The Severance Benefits are intended to be in lieu of all
1)all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be required to seek other employment during the Severance Period. Except as expressly provided aboveabove or in the Compass Stock Option Plan, no fringe or other employee benefits shall be payable during or after the Severance Period.
(b) If Employee's Employee shall voluntarily terminate his employment for Good Reason (as defined below) during the Employment Period and at any time after a Change of Control (as defined below), Employee shall be terminated pursuant entitled to SECTION 1.5receive the same Severance Benefits as are provided for in Section 2.3(a) above, the Company shall have no further obligations hereunder or otherwise with respect subject to Employee's employment from and after the effective date all of the termination terms and conditions set forth in said Section, except that the Severance Period shall be a period of three years commencing on the last day of the Employment Period (except for the payments required under SECTION 2.1), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under SECTIONS 3 AND 4 hereof at law or in equity)Period.
(c) For purposes of this Agreement, "Good Reason" shall mean, so long as Employee has not been guilty of the avoidance conduct giving rise to the right to terminate Employee for Cause, (i) the failure to elect Employee to the office of doubtChief Executive Officer of the Company (or a comparable or superior office), Severance Benefits shall not be payable if the removal of Employee from such position or the assignment to Employee of any additional duties or responsibilities or a reduction in Employee's employment duties or responsibilities which, in either case, are inconsistent with those customarily associated with such position or an adverse change in the Employee's reporting lines; (ii) the Company's requiring Employee to be based at any office or location other than in the metropolitan New York City area, except for travel reasonably required in the performance of Employee's duties; (iii) any decrease in the Employee's compensation; (iv) a material breach of this Agreement by the Company if (A) written notice is delivered to the Company describing such breach and (B) the Company has failed to cure or take substantial steps to cure such breach after a reasonable period of time (not to exceed 30 days); and (v) the termination by the Company of any employee benefit plan in which the Employee is participating unless (A) such plan is terminated by reason as to all managerial employees of his death or Disabilitythe Company, but shall continue and (B) the value of the remaining compensation and benefits offered to be payable during the Severance Period if his employment Employee (including any compensation and benefits offered in lieu of such plan) is terminated without Cause or by reason of Constructive Termination and he subsequently dies or becomes disablednot less than prior to such termination.
Appears in 1 contract
Samples: Employment Agreement (Compass International Services Corp)
Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to SECTION 1.5 1.4 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to the sum of (A) the amount continuance of his Base Salary and Deemed Bonus for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health health, life and disability insurance coveragecoverage ("Insurance Coverage"), continuation at the cost of Company of Employee's coverage thereunder for Employee and, if dependant coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employeegenerally) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgementjudgment, for the period portion of any partial fiscal year immediately proceeding prior to the termination date in accordance with SECTION 2.2 above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B)(iiB) (ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first 60 days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the Company (but not inconsistent with this Agreement)Company, which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment employment, (but excluding claims for indemnification for Y) a covenant by Employee to cooperate with the Company in prosecuting or defending any litigation involving third party claims pursuant parties and (Z) a covenant by Employee not to disparage the Company's articles of incorporation and/or bylaws), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under SECTIONS 3 AND 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-full- time employment or to fulfill his obligations relating to that employment. The Severance Benefits are intended to be in lieu of all
1)all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be required to seek other employment during the Severance Period. Except as expressly provided aboveabove or in the Compass Stock Option Plan, no fringe or other employee benefits shall be payable during or after the Severance Period.
(b) If Employee's Employee shall voluntarily terminate his employment for Good Reason (as defined below) during the Employment Period and at any time after a Change of Control (as defined below), Employee shall be terminated pursuant entitled to SECTION 1.5receive the same Severance Benefits as are provided for in Section 2.3(a) above, the Company shall have no further obligations hereunder or otherwise with respect subject to Employee's employment from and after the effective date all of the termination terms and conditions set forth in said Section, except that the Severance Period shall be a period of three years commencing on the last day of the Employment Period (except for the payments required under SECTION 2.1), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under SECTIONS 3 AND 4 hereof at law or in equity)Period.
(c) For purposes of this Agreement, "Good Reason" shall mean, so long as Employee has not been guilty of the avoidance conduct giving rise to the right to terminate Employee for Cause, (i) the failure to elect Employee to the office of doubtChief Financial Officer of the Company (or a comparable or superior office), Severance Benefits shall not be payable if the removal of Employee from such position or the assignment to Employee of any additional duties or responsibilities or a reduction in Employee's employment duties or responsibilities which, in either case, are inconsistent with those customarily associated with such position or an adverse change in the Employee's reporting lines; (ii) the Company's requiring Employee to be based at any office or location other than in the metropolitan New York City area, except for travel reasonably required in the performance of Employee's duties; (iii) any decrease in the Employee's compensation; (iv) a material breach of this Agreement by the Company if (A) written notice is delivered to the Company describing such breach and (B) the Company has failed to cure or take substantial steps to cure such breach after a reasonable period of time (not to exceed 30 days); and (v) the termination by the Company of any employee benefit plan in which the Employee is participating unless (A) such plan is terminated by reason as to all managerial employees of his death or Disabilitythe Company, but shall continue and (B) the value of the remaining compensation and benefits offered to be payable during the Severance Period if his employment Employee (including any compensation and benefits offered in lieu of such plan) is terminated without Cause or by reason of Constructive Termination and he subsequently dies or becomes disablednot less than prior to such termination.
Appears in 1 contract
Samples: Employment Agreement (Compass International Services Corp)
Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to SECTION 1.5 Section 1.4 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to the sum of (A) the amount continuance of his Base Salary and Deemed Bonus for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health health, life and disability insurance coveragecoverage ("Insurance Coverage"), continuation at the cost of Company of Employee's coverage thereunder for Employee and, if dependant coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employeegenerally) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgementjudgment, for the period portion of any partial fiscal year immediately proceeding prior to the termination date in accordance with SECTION 2.2 above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B)(iiB) (ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first 60 days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the Company (but not inconsistent with this Agreement)Company, which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment employment, (but excluding claims for indemnification for Y) a covenant by Employee to cooperate with the Company in prosecuting or defending any litigation involving third party claims pursuant parties and (Z) a covenant by Employee not to disparage the Company's articles of incorporation and/or bylaws), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under SECTIONS Sections 3 AND and 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment or to fulfill his obligations relating to that employment. The Severance Benefits are intended to be in lieu of all
1)all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be required to seek other employment during the Severance Period. Except as expressly provided aboveabove or in the Compass Stock Option Plan, no fringe or other employee benefits shall be payable during or after the Severance Period.
(b) If Employee's Employee shall voluntarily terminate his employment for Good Reason (as defined below) during the Employment Period and at any time after a Change of Control (as defined below), Employee shall be terminated pursuant entitled to SECTION 1.5receive the same Severance Benefits as are provided for in Section 2.3(a) above, the Company shall have no further obligations hereunder or otherwise with respect subject to Employee's employment from and after the effective date all of the termination terms and conditions set forth in said Section, except that the Severance Period shall be a period of three years commencing on the last day of the Employment Period (except for the payments required under SECTION 2.1), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under SECTIONS 3 AND 4 hereof at law or in equity)Period.
(c) For purposes of this Agreement, "Good Reason" shall mean, so long as Employee has not been guilty of the avoidance conduct giving rise to the right to terminate Employee for Cause, (i) the failure to elect Employee to the offices of doubtPresident and Chief Operating Officer of the Company (or a comparable or superior office), Severance Benefits shall not be payable if the removal of Employee from such position or the assignment to Employee of any additional duties or responsibilities or a reduction in Employee's employment duties or responsibilities which, in either case, are inconsistent with those customarily associated with such position or an adverse change in the Employee's reporting lines; (ii) the Company's requiring Employee to be based at any office or location other than in the metropolitan New York City area, except for travel reasonably required in the performance of Employee's duties; (iii) any decrease in the Employee's compensation; (iv) a material breach of this Agreement by the Company if (A) written notice is delivered to the Company describing such breach and (B) the Company has failed to cure or take substantial steps to cure such breach after a reasonable period of time (not to exceed 30 days); and (v) the termination by the Company of any employee benefit plan in which the Employee is participating unless (A) such plan is terminated by reason as to all managerial employees of his death or Disabilitythe Company, but shall continue and (B) the value of the remaining compensation and benefits offered to be payable during the Severance Period if his employment Employee (including any compensation and benefits offered in lieu of such plan) is terminated without Cause or by reason of Constructive Termination and he subsequently dies or becomes disablednot less than prior to such termination.
Appears in 1 contract
Samples: Employment Agreement (Compass International Services Corp)
Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to SECTION 1.5 1.4 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to the sum of (A) the amount continuance of his Base Salary and Deemed Bonus for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health health, life and disability insurance coveragecoverage ("Insurance Coverage"), continuation at the cost of Company of Employee's coverage thereunder for Employee and, if dependant coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employeegenerally) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgementjudgment, for the period portion of any partial fiscal year immediately proceeding prior to the termination date in accordance with SECTION 2.2 above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B)(iiB) (ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first 60 days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the Company (but not inconsistent with this Agreement)Company, which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment employment, (but excluding claims for indemnification for Y) a covenant by Employee to cooperate with the Company in prosecuting or defending any litigation involving third party claims pursuant parties and (Z) a covenant by Employee not to disparage the Company's articles of incorporation and/or bylaws), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under SECTIONS 3 AND 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-full- time employment or to fulfill his obligations relating to that employment. The Severance Benefits are intended to be in lieu of all
1)all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be required to seek other employment during the Severance Period. Except as expressly provided aboveabove or in the Compass Stock Option Plan, no fringe or other employee benefits shall be payable during or after the Severance Period.
(b) If Employee's Employee shall voluntarily terminate his employment for Good Reason (as defined below) during the Employment Period and at any time after a Change of Control (as defined below), Employee shall be terminated pursuant entitled to SECTION 1.5receive the same Severance Benefits as are provided for in Section 2.3(a) above, the Company shall have no further obligations hereunder or otherwise with respect subject to Employee's employment from and after the effective date all of the termination terms and conditions set forth in said Section, except that the Severance Period shall be a period of three years commencing on the last day of the Employment Period (except for the payments required under SECTION 2.1), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under SECTIONS 3 AND 4 hereof at law or in equity)Period.
(c) For purposes of this Agreement, "Good Reason" shall mean, so long as Employee has not been guilty of the avoidance conduct giving rise to the right to terminate Employee for Cause, (i) the failure to elect Employee to the offices of doubtPresident and Chief Operating Officer of the Company (or a comparable or superior office), Severance Benefits shall not be payable if the removal of Employee from such position or the assignment to Employee of any additional duties or responsibilities or a reduction in Employee's employment duties or responsibilities which, in either case, are inconsistent with those customarily associated with such position or an adverse change in the Employee's reporting lines; (ii) the Company's requiring Employee to be based at any office or location other than in the metropolitan New York City area, except for travel reasonably required in the performance of Employee's duties; (iii) any decrease in the Employee's compensation; (iv) a material breach of this Agreement by the Company if (A) written notice is delivered to the Company describing such breach and (B) the Company has failed to cure or take substantial steps to cure such breach after a reasonable period of time (not to exceed 30 days); and (v) the termination by the Company of any employee benefit plan in which the Employee is participating unless (A) such plan is terminated by reason as to all managerial employees of his death or Disabilitythe Company, but shall continue and (B) the value of the remaining compensation and benefits offered to be payable during the Severance Period if his employment Employee (including any compensation and benefits offered in lieu of such plan) is terminated without Cause or by reason of Constructive Termination and he subsequently dies or becomes disablednot less than prior to such termination.
Appears in 1 contract
Samples: Employment Agreement (Compass International Services Corp)
Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to SECTION 1.5 1.4 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to the sum of (A) the amount continuance of his Base Salary and Deemed Bonus for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health health, life and disability insurance coveragecoverage ("Insurance Coverage"), continuation at the cost of Company of Employee's coverage thereunder for Employee and, if dependant coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employeegenerally) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgementjudgment, for the period portion of any partial fiscal year immediately proceeding prior to the termination date in accordance with SECTION 2.2 above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B)(iiB) (ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first 60 days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the Company (but not inconsistent with this Agreement)Company, which agreement shall, among other things, contain (X) a general release by Employee of all claims arising out of Employee's employment or termination of employment employment, (but excluding claims for indemnification for Y) a covenant by Employee to cooperate with the Company in prosecuting or defending any litigation involving third party claims pursuant parties and (Z) a covenant by Employee not to disparage the Company's articles of incorporation and/or bylaws), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under SECTIONS 3 AND 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days of the Severance Period, provided that the timing of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-full- time employment or to fulfill his obligations relating to that employment. The Severance Benefits are intended to be in lieu of all
1)all other payments to which Employee might otherwise be entitled in respect of termination of Employee's employment without Cause. Employee shall not be required to seek other employment during the Severance Period. Except as expressly provided aboveabove or in the Compass Stock Option Plan, no fringe or other employee benefits shall be payable during or after the Severance Period.
(b) If Employee's Employee shall voluntarily terminate his employment for Good Reason (as defined below) during the Employment Period and at any time after a Change of Control (as defined below), Employee shall be terminated pursuant entitled to SECTION 1.5receive the same Severance Benefits as are provided for in Section 2.3(a) above, the Company shall have no further obligations hereunder or otherwise with respect subject to Employee's employment from and after the effective date all of the termination terms and conditions set forth in said Section, except that the Severance Period shall be a period of three years commencing on the last day of the Employment Period (except for the payments required under SECTION 2.1), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under SECTIONS 3 AND 4 hereof at law or in equity)Period.
(c) For purposes of this Agreement, "Good Reason" shall mean, so long as Employee has not been guilty of the avoidance conduct giving rise to the right to terminate Employee for Cause, (i) the failure to elect Employee to the office of doubtChief Executive Officer of the Company (or a comparable or superior office), Severance Benefits shall not be payable if the removal of Employee from such position or the assignment to Employee of any additional duties or responsibilities or a reduction in Employee's employment duties or responsibilities which, in either case, are inconsistent with those customarily associated with such position or an adverse change in the Employee's reporting lines; (ii) the Company's requiring Employee to be based at any office or location other than in the metropolitan New York City area, except for travel reasonably required in the performance of Employee's duties; (iii) any decrease in the Employee's compensation; (iv) a material breach of this Agreement by the Company if (A) written notice is delivered to the Company describing such breach and (B) the Company has failed to cure or take substantial steps to cure such breach after a reasonable period of time (not to exceed 30 days); and (v) the termination by the Company of any employee benefit plan in which the Employee is participating unless (A) such plan is terminated by reason as to all managerial employees of his death or Disabilitythe Company, but shall continue and (B) the value of the remaining compensation and benefits offered to be payable during the Severance Period if his employment Employee (including any compensation and benefits offered in lieu of such plan) is terminated without Cause or by reason of Constructive Termination and he subsequently dies or becomes disablednot less than prior to such termination.
Appears in 1 contract
Samples: Employment Agreement (Compass International Services Corp)
Compensation After Termination of Employment. (a) If the Company shall terminate Employee's employment during the Employment Period for any reason (other than for Cause pursuant to SECTION 1.5 of this Agreement), or if Employee shall voluntarily terminate his employment during the Employment Period and within 60 days after a Constructive Termination (as defined below), Employee shall be entitled to receive severance compensation equal to (A) the amount of his Base Salary for a period of two years commencing on the last day of the Employment Period (the "Severance Period"), (B) (i) if permitted under Company's group health insurance coverage, continuation at the cost of Company of coverage thereunder for Employee and, if dependant dependent coverage is then in effect, his covered dependents (subject to such changes in coverage as shall apply to Company's employees generally and provided that if the cost of dependent coverage prior to termination of employment was being paid by Employee, such cost shall continue to be payable by Employee) or (ii) if not so permitted, reimbursement by the Company of the premiums for group health insurance coverage otherwise payable by Employee under COBRA, until the end of the Severance Period or until other employment is obtained, whichever occurs first, and (C) his pro rated bonus, as determined by the Compensation Committee in its good faith judgement, for the period of any partial fiscal year immediately proceeding preceding the termination date in accordance with SECTION 2.2 Section 2.2. above ((A), (B) and (C) collectively, the "Severance Benefits"). The Severance Benefits payable under (A) and (B)(ii) above shall be paid in equal installments on the Company's normal payroll payment dates occurring during the first 60 days of the Severance Period. The Severance Benefits payable under (C) above shall be paid in a lump sum in accordance with SECTION Section 2.2 above. It shall be a condition to Employee's right to receive the Severance Benefits that (i) Employee shall execute and deliver to the Company a written separation agreement, in form and substance reasonably satisfactory to the Company (but not inconsistent with this Agreement), which agreement shall, among other things, contain a general release by Employee of all claims arising out of Employee's employment or termination of employment (but excluding claims for indemnification for third party claims pursuant to the Company's articles of incorporation and/or bylawsbylaw), and (ii) Employee shall be in compliance with all of Employee's obligations which expressly survive termination hereof, including without limitation those arising under SECTIONS 3 AND 4 hereof. In addition, the Company may, as a condition to such Severance Benefits, require that Employee provide consulting services to the Company on a reasonable basis during the first 60 days other payments to which Employee might otherwise be entitled in respect of the Severance Period, provided that the timing termination of such consulting services shall not unreasonably interfere with Employee's ability to obtain other full-time employment. The Severance Benefits are intended to be in lieu of all
1employment without Cause (except for the payments required under Section 2.1). Except as expressly provided above, no fringe or other employee benefits shall be payable during or after the Severance Period.
(b) If Employee's employment shall be terminated pursuant to SECTION 1.5, the Company shall have no further obligations hereunder or otherwise with respect to Employee's employment from and after the effective date of the termination of the Employment Period (except for the payments required under SECTION 2.1), and the Company shall continue to have all other rights available hereunder (including, without limitation, all rights under SECTIONS 3 AND 4 hereof at law or in equity).
(c) For the avoidance of doubt, Severance Benefits shall not be payable if Employee's employment is terminated by reason of his death or Disability, but shall continue to be payable during the Severance Period if his employment is terminated without Cause or by reason of Constructive Termination and he subsequently dies or becomes disabled.
Appears in 1 contract
Samples: Employment Agreement (Compass International Services Corp)
