Compensation and Benefits Upon Involuntary Termination Prior to a Change in Control. Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 2 occurs, the Company shall pay and provide to the Executive after his Termination Date: (i) 150% of his Base Pay, payable in equal installments over the Severance Period, consistent with the Company's past payroll practices, commencing with the first payroll period that occurs after the period during which Executive's right to revoke his acceptance to the terms of the Release has expired. Notwithstanding the foregoing, the Company may determine, in its sole discretion and at any time, to provide that the amounts payable under this subsection (i) shall be paid to Executive in a lump sum, as opposed to installments over the Severance Period. (ii) Executive shall receive his pro rated Incentive Pay for the year in which his Termination of Employment occurs. The pro rated Incentive Pay shall be based on the Executive's Incentive Pay for the year in which Executive's Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the year of his termination and the denominator of which is 365. Such pro rated Incentive Pay shall be paid to Executive in equal installments over the Severance Period, consistent with the Company's past payroll practices, commencing with the first payroll period that occurs after the period during which Executive's right to revoke his acceptance to the terms of the Release has expired. Notwithstanding the foregoing, the Company may determine, in its sole discretion and at any time, to provide that the amounts payable under this subsection (ii) shall be paid to Executive in a lump sum, as opposed to installments over the Severance Period. (iii) For a period of twelve (12) months following his Termination Date, Executive shall continue to receive the medical and dental coverage in effect on his Termination Date (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive's after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). If the Executive does not receive the cash payment described in the preceding sentence, the Company shall take all commercially reasonable efforts to provide that the COBRA health care continuation coverage period under section 4980B of the Code, shall commence immediately after the foregoing twelve (12) month benefit period, with such continuation coverage continuing until the earlier of (i) the end of the applicable COBRA health care continuation coverage period or (ii) the date on which Executive is covered by the medical and dental coverage of his successor employer, if any. (iv) With respect to any Company stock options held by the Executive as of the date of such Involuntary Termination Prior to a Change in Control, the Company shall accelerate the vesting of that portion of the Executive's stock options, if any, which would have vested and become exercisable within the one (1) year period after the Executive's Termination Date, such options, plus any other options that previously became exercisable and have not expired or been exercised, to remain exercisable, notwithstanding anything in any other agreement governing such options, for the longer of (A) a period of six (6) months after the Executive's Termination Date, or (B) the period set forth in the award agreement covering the option; provided, however, that in no event will the option be exercisable beyond its original term. (v) With respect to any shares of Company common stock held by the Executive that are, at the time of such Involuntary Termination Prior to a Change in Control, subject to the Company's repurchase right upon termination of the Executive's employment ("Restricted Stock"), the Company shall waive such repurchase right as to the number of shares of Restricted Stock that would have vested within the one (1) year period after the Executive's Termination Date. (vi) To cover the cost of outplacement assistance services for Executive that are actually provided by an outplacement agency selected by Executive, for which the Company provides prior approval, with such approval not to be unreasonably withheld, in an amount not to exceed twenty percent (20%) of the Executive's Base Pay. (vii) Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of his Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 6 contracts
Samples: Severance Agreement (Novell Inc), Severance Agreement (Novell Inc), Severance Agreement (Novell Inc)
Compensation and Benefits Upon Involuntary Termination Prior to a Change in Control. Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 2 occurs, the Company shall pay and provide to the Executive after his Termination Date:
(i) 150% of his Base Pay, payable in equal installments over the Severance Period, consistent with the Company's ’s past payroll practices, commencing with the first payroll period that occurs after the period during which Executive's ’s right to revoke his acceptance to the terms of the Release has expired. Notwithstanding the foregoing, the Company may determine, in its sole discretion and at any time, to provide that the amounts payable under this subsection (i) shall be paid to Executive in a lump sum, as opposed to installments over the Severance Period.
(ii) Executive shall receive his pro rated Incentive Pay for the year in which his Termination of Employment occurs. The pro rated Incentive Pay shall be based on the Executive's ’s Incentive Pay for the year in which Executive's ’s Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the year of his termination and the denominator of which is 365. Such pro rated Incentive Pay shall be paid to Executive in equal installments over the Severance Period, consistent with the Company's ’s past payroll practices, commencing with the first payroll period that occurs after the period during which Executive's ’s right to revoke his acceptance to the terms of the Release has expired. Notwithstanding the foregoing, the Company may determine, in its sole discretion and at any time, to provide that the amounts payable under this subsection (ii) shall be paid to Executive in a lump sum, as opposed to installments over the Severance Period.
(iii) For a period of twelve (12) months following his Termination Date, Executive shall continue to receive the medical and dental coverage in effect on his Termination Date (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive's ’s after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). If the Executive does not receive the cash payment described in the preceding sentence, the Company shall take all commercially reasonable efforts to provide that the COBRA health care continuation coverage period under section 4980B of the Code, shall commence immediately after the foregoing twelve (12) month benefit period, with such continuation coverage continuing until the earlier of (i) the end of the applicable COBRA health care continuation coverage period or (ii) the date on which Executive is covered by the medical and dental coverage of his successor employer, if any.
(iv) With respect to any Company stock options held by the Executive as of the date of such Involuntary Termination Prior to a Change in Control, the Company shall accelerate the vesting of that portion of the Executive's ’s stock options, if any, which would have vested and become exercisable within the one (1) year period after the Executive's ’s Termination Date, such options, plus any other options that previously became exercisable and have not expired or been exercised, to remain exercisable, notwithstanding anything in any other agreement governing such options, for the longer of (A) a period of six (6) months after the Executive's ’s Termination Date, or (B) the period set forth in the award agreement covering the option; provided, however, that in no event will the option be exercisable beyond its original term.
(v) With respect to any shares of Company common stock held by the Executive that are, at the time of such Involuntary Termination Prior to a Change in Control, subject to the Company's ’s repurchase right upon termination of the Executive's ’s employment ("“Restricted Stock"”), the Company shall waive such repurchase right as to the number of shares of Restricted Stock that would have vested within the one (1) year period after the Executive's ’s Termination Date.
(vi) To cover the cost of outplacement assistance services for Executive that are actually provided by an outplacement agency selected by Executive, for which the Company provides prior approval, with such approval not to be unreasonably withheld, in an amount not to exceed twenty percent (20%) of the Executive's ’s Base Pay.
(vii) Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of his Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 2 contracts
Samples: Severance Agreement (Novell Inc), Severance Agreement (Novell Inc)
Compensation and Benefits Upon Involuntary Termination Prior to a Change in Control. Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 2 occurs, the Company shall pay and provide to the Executive with the following payments and benefits, provided Executive executes and does not revoke the Release, as described in Section 5 below after his Termination Date:
(i) 150% of his Base Pay. Unless otherwise required by law, payable in equal installments over the Severance Period, consistent with the Company's past payroll practices, commencing with the first payroll period that occurs after the period during which Executive's right to revoke his acceptance to the terms of the Release has expired. Notwithstanding the foregoing, the Company may determine, in its sole discretion and at any time, to provide that the amounts payable under this subsection (i) such Base Pay shall be paid to the Executive in equal installments for a lump sumperiod of twelve (12) months, as opposed commencing on the first payroll date to installments over occur after the Severance Periodexpiration of six (6) months following the Release Effective Date.
(ii) The Executive shall receive his pro rated Incentive Pay for the fiscal year in which his Termination of Employment occurs. The pro rated Incentive Pay shall be based on the Executive's ’s Incentive Pay for the fiscal year in which the Executive's ’s Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the fiscal year of his termination and the denominator of which is 365. Such Unless otherwise required by law, such pro rated Incentive Pay shall be paid to the Executive in equal installments over the Severance Period, consistent with the Company's past payroll practicesfor a period of twelve (12) months, commencing with on the first payroll period that occurs date to occur after the period during which Executive's right to revoke his acceptance to the terms expiration of six (6) months following the Release has expired. Notwithstanding the foregoing, the Company may determine, in its sole discretion and at any time, to provide that the amounts payable under this subsection (ii) shall be paid to Executive in a lump sum, as opposed to installments over the Severance PeriodEffective Date.
(iii) Executive will receive the following continued benefits coverage:
(A) For a period of twelve (12) months following his the Termination DateDate (the “Initial Benefit Period”), Executive shall continue to receive the medical and dental coverage in effect on his the Termination Date (or generally comparable coverage) for himself Executive and, where applicable, his Executive’s spouse and dependents, as at the same premium rates as may be changed charged from time to time for employees generally, as if Executive had continued in employment during such period; or, as an alternative, the . The Company may elect to pay Executive cash in lieu of structure such continued benefits coverage in an amount equal to Executive's after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company a manner that comports with any applicable statute or regulation.
(or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). If the B) Executive does not receive the cash payment described in the preceding sentence, the Company shall take all commercially reasonable efforts to provide acknowledges and agrees that the COBRA health care continuation continued insurance coverage period under section 4980B of the Code, this subparagraph shall commence immediately after the foregoing twelve (12) month benefit period, with such continuation coverage continuing until the earlier of (i) the end of the applicable COBRA health care continuation coverage period or (ii) cease on the date on which Executive is covered by the medical and dental coverage of his Executive’s successor employer, if any. Executive agrees to inform the Company of such alternative coverage no later than five (5) business days of accepting employment with the successor employer.
(iv) With respect to any Company stock options held by the Executive as of the date of such Involuntary his Termination Prior to a Change in ControlDate, the Company shall accelerate the vesting of that portion of the Executive's ’s stock options, if any, which would have vested and become exercisable solely by the virtue of the passage of time within the one (1) year period after the Executive's ’s Termination Date, such options, plus any other options that previously became exercisable and have not expired or been exercised, to shall remain exercisable, notwithstanding anything in any other agreement governing such options, for the longer of (A) a period of six (6) months after the Executive's ’s Termination Date, or (B) the period set forth in the award agreement covering the optionoption (collectively, the “Pre-Change in Control Option Expiration Date”); provided, however, that in no event will the option be exercisable beyond its original termterm or, if not addressed in the grant agreement, then not later than the latest date that will avoid adverse tax consequences to the Executive (if such date is earlier than the Pre-Change in Control Option Expiration Date).
(v) With respect to any shares of Company common stock held by the Executive as of his Termination Date that are, at the time of such Involuntary Termination Prior to a Change in Control, are subject to the Company's ’s repurchase right upon termination of the Executive's ’s employment ("“Restricted Stock"”), the Company shall waive such repurchase right rights as to the number of shares of Restricted Stock that would have vested solely by the virtue of the passage of time within the one (1) year period after the Executive's ’s Termination Date.
(vi) With respect to Restricted Stock Units (RSUs) held by Executive as of the Termination Date, that portion of Executive’s RSUs, if any, which would have vested solely by virtue of the passage of time within the one (1) year period after the Termination Date shall become vested as of the the Release Effective Date, and shall be distributable to Executive in accordance with the terms of the relevant Company equity compensation plan under which RSUs were granted and in accordance with the applicable grant agreements.
(vii) To cover pay the cost of outplacement assistance services for the Executive that are actually provided by an outplacement agency selected by the Executive, for which the Company provides prior approval, with such approval not to be unreasonably withheld, in an amount not to exceed twenty percent (20%) of the Executive's ’s Base Pay. Provided, however, that such services must be provided within twenty-four (24) months following the Termination Date and the reimbursement for such services must be made within thirty-six (36) months following the Termination Date.
(viiviii) The Executive shall receive any amounts earned, accrued or owing but not yet paid to the Executive as of his Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 1 contract
Samples: Severance Agreement (Novell Inc)
Compensation and Benefits Upon Involuntary Termination Prior to a Change in Control. Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 2 occurs, the Company shall pay and provide to the Executive after his Termination Date:
(i) 150% of his Base Pay, payable in equal installments over the Severance Period, consistent in accordance with the Company's past ’s normal payroll practices, commencing with not later than the first payroll period that thirtieth day after Executive’s Termination Date occurs after (or the period during which Executive's right to revoke his acceptance to the terms end of the Release has expiredrevocation period for the Release, if later); provided, however, that if Executive is deemed by the Company to be a Key Employee as of the Termination Date, such payment shall occur on the earlier of the following: (x) six months following Executive’s Termination Date; or (y) the date on which the Company determines payment may be made without causing adverse tax consequences to Executive. Notwithstanding the foregoing, the Company may determine, in its sole discretion and at any time, to provide that the amounts payable under this subsection (i) shall be paid to Executive in a lump sum, as opposed to installments over the Severance Period; provided, however, that such discretion shall not be exercised in a manner which will cause adverse income tax results to Executive.
(ii) Executive shall receive his pro rated Incentive Pay for the year in which his Termination of Employment occurs. The pro rated Incentive Pay shall be based on the Executive's ’s Incentive Pay for the year in which Executive's ’s Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the year of his termination and the denominator of which is 365. Such pro rated Incentive Pay shall be paid to Executive in equal installments over the Severance Period, consistent with the Company's ’s past payroll practices, commencing with the first payroll period that occurs after the period during which Executive's ’s right to revoke his acceptance to the terms of the Release has expired. Notwithstanding the foregoing, the Company may determine, in its sole discretion and at any time, to provide that the amounts payable under this subsection (ii) shall be paid to Executive in a lump sum, as opposed to installments over the Severance Period.
(iii) For a period of twelve (12) months the Severance Period commencing the month immediately following the month in which his Termination DateDate occurs, Executive shall continue to receive the medical and dental coverage in effect on his Termination Date (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period; orprovided, as an alternativehowever, that in the event that such continuation coverage violates applicable law or results in a material adverse tax effect to the Company or the Executive, the Company may elect to shall pay Executive cash in lieu of such coverage in an amount equal to Executive's ’s after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). If the Executive does not receive the cash payment described in the preceding sentence, the Company shall take all commercially reasonable efforts to provide that the COBRA health care continuation coverage period under section 4980B of the Code, shall commence immediately after the foregoing twelve (12) month benefit period, with such continuation coverage continuing until the earlier of (i) the end of the applicable COBRA health care continuation coverage period or (ii) the date on which Executive is covered by the medical and dental coverage of his successor employer, if any.
(iv) With respect to any Company stock options held by the Executive as of the date of such Involuntary Termination Prior to a Change in Control, the Company shall accelerate the vesting of that portion of the Executive's ’s stock options, if any, which would have vested and become exercisable within the one (1) year period after the Executive's ’s Termination Date, such options, plus any other options that previously became exercisable and have not expired or been exercised, to remain exercisable, notwithstanding anything in any other agreement governing such options, for the longer of (A) a period of six (6) months after the Executive's ’s Termination Date, or (B) the period set forth in the award agreement covering the optionoption (the “Option Expiration Date”); provided, however, that in no event will the option be exercisable beyond its original termterm or, if not addressed in the grant agreement, then not later than the latest date that will avoid adverse tax consequences to the Executive (if such date is earlier than the Option Expiration Date).
(v) With respect to any shares of Company common stock held by the Executive that are, at the time of such Involuntary Termination Prior to a Change in Control, subject to the Company's ’s repurchase right upon termination of the Executive's ’s employment ("“Restricted Stock"”), the Company shall waive such repurchase right as to the number of shares of Restricted Stock that would have vested within the one (1) year period after the Executive's ’s Termination Date.
(vi) To cover the cost of outplacement assistance services for Executive that are actually provided by an outplacement agency selected by Executive, for which the Company provides prior approval, with such approval not to be unreasonably withheld, in an amount not to exceed twenty percent (20%) of the Executive's ’s Base Pay.
(vii) Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of his Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 1 contract
Samples: Severance Agreement (Novell Inc)
Compensation and Benefits Upon Involuntary Termination Prior to a Change in Control. Subject to the provisions of Section 5 hereof, in In the event a termination described in subsection (a) of this Section 2 occurs, the Company shall pay and provide to the Executive after his Termination Date:
(i) 150% of his (A) 2 times Base Pay, plus (B) 2 times Incentive Pay, for the Severance Period, payable in equal installments over the Severance Periodinstallments, consistent with the Company's past payroll practices, commencing with the first payroll period that occurs after the period during which Executive's right to revoke his acceptance to the terms of the Release has expiredTermination Date. Notwithstanding the foregoing, the Company Executive may determine, in its his sole discretion and at any time, to provide that the amounts payable under this subsection (i) shall be paid to Executive him in a lump sum, as opposed to installments over the Severance Period.
(ii) Executive shall receive his pro rated Incentive Pay for the year in which his Termination of Employment occurs. The pro rated Incentive Pay shall be based on the Executive's Incentive Pay for the year in which Executive's Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the year of his termination and the denominator of which is 365. Such pro rated Incentive Pay shall be paid to Executive in equal installments over the Severance Period, consistent with the Company's past payroll practices, commencing with the first payroll period that occurs after the period during which Executive's right to revoke his acceptance to the terms of the Release has expiredTermination Date. Notwithstanding the foregoing, the Company Executive may determine, in its his sole discretion and at any time, to provide that the amounts payable under this subsection (ii) shall be paid to Executive him in a lump sum, as opposed to installments over the Severance Period.
(iii) For a period of twelve (12) months following his Termination Date, Executive shall continue to receive the medical and dental coverage in effect on his Termination Date (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period; or, as an alternative, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive's after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). If the Executive does not receive the cash payment described in the preceding sentence, the Company shall take all commercially reasonable efforts to provide that the COBRA health care continuation coverage period under section 4980B of the Code, shall commence immediately after the foregoing twelve (12) month benefit period, with such continuation coverage continuing until the earlier of (i) the end of the applicable COBRA health care continuation coverage period or (ii) the date on which Executive is covered by the medical and dental coverage of his successor employer, if any.
(iv) With respect to any Company stock options held by the Executive as of the date of such Involuntary Termination Prior to a Change in Control, the Company shall accelerate the vesting of that portion of the Executive's stock options, if any, which would have vested and become exercisable within the one (1) year period after the Executive's Termination Date, such options, plus any other options that previously became exercisable and have not expired or been exercised, to remain exercisable, notwithstanding anything in any other agreement governing such options, for the longer of (A) a period of six (6) months after the Executive's Termination Date, or (B) the period set forth in the award agreement covering the option; provided, however, that in no event will the option be exercisable beyond its original term.
(v) With respect to any shares of Company common stock held by the Executive that are, at the time of such Involuntary Termination Prior to a Change in Control, subject to the Company's repurchase right upon termination of the Executive's employment ("Restricted Stock"), the Company shall waive such repurchase right as to the number of shares of Restricted Stock that would have vested within the one (1) year period after the Executive's Termination Date.
(vi) To cover the cost of outplacement assistance services for Executive that are actually provided by an outplacement agency selected by Executive, for which the Company provides prior approval, with such approval not to be unreasonably withheld, in an amount not to exceed twenty percent (20%) of the Executive's Base Pay.
(vii) Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of his Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.six
Appears in 1 contract
Samples: Severance Agreement (Novell Inc)
Compensation and Benefits Upon Involuntary Termination Prior to a Change in Control. Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 2 occurs, the Company shall pay and provide to the Executive after his Termination Date:
(i) : 150% of his Base Pay. Unless a different payment stream is made pursuant to Section 13(b) of this Agreement, payable such Base Pay shall be paid to the Executive in equal installments over the Severance Period, consistent with the Company's past ’s normal payroll practices, commencing with the first administratively practicable payroll period that occurs after the period during which the Executive's ’s right to revoke his acceptance to the terms of the Release has expired. Notwithstanding the foregoing, the Company may determine, in its sole discretion and at any time, to provide that the amounts payable under this subsection (i) shall be paid to Executive in a lump sum, as opposed to installments over the Severance Period.
(ii) The Executive shall receive his pro rated Incentive Pay for the year in which his Termination of Employment occurs. The pro rated Incentive Pay shall be based on the Executive's ’s Incentive Pay for the year in which the Executive's ’s Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of his termination and the denominator of which is 365. Such Unless a different payment stream is made pursuant to Section 13(b) of this Agreement, such pro rated Incentive Pay shall be paid to the Executive in equal installments over the Severance Period, consistent with the Company's past ’s normal payroll practices, commencing with the first administratively practicable payroll period that occurs after the period during which the Executive's ’s right to revoke his acceptance to the terms of the Release has expired. Notwithstanding Commencing on the foregoingmonth immediately following the month in which his Termination Date occurs, the Company may determine, in its sole discretion and at any time, to provide that the amounts payable under this subsection (ii) shall be paid to Executive in a lump sum, as opposed to installments over the Severance Period.
(iii) For a period of twelve (12) months following his Termination Date, Executive shall continue to receive for a twelve (12) month period the medical and dental coverage in effect on his Termination Date (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as at the same premium rates as may be changed charged from time to time for employees of the Company generally, as if the Executive had continued in employment with the Company during such period; orprovided, as an alternativehowever, that in the event that such continuation coverage violates applicable law or results in a material adverse tax effect to the Company or the Executive, the Company may elect to shall pay the Executive cash in lieu of such coverage in an amount equal to the Executive's ’s after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). If the Executive does not receive the cash payment described in the preceding sentence, the Company shall take all commercially reasonable efforts to provide that the COBRA health care continuation coverage period under section 4980B of the Code, shall commence immediately after the foregoing twelve (12) month benefit period, with such continuation coverage continuing until the earlier of (iA) the end of the applicable COBRA health care continuation coverage period or (iiB) the date on which the Executive is covered by the medical and dental coverage of his successor employer, if any.
(iv) . With respect to any Company stock options held by the Executive as of the date of such Involuntary his Termination Prior to a Change in ControlDate, the Company shall accelerate the vesting of that portion of the Executive's ’s stock options, if any, which would have vested and become exercisable within the one (1) year period after the Executive's ’s Termination Date, such options, plus any other options that previously became exercisable and have not expired or been exercised, to shall remain exercisable, notwithstanding anything in any other agreement governing such options, for the longer of (A) a period of six (6) months after the Executive's ’s Termination Date, or (B) the period set forth in the award agreement covering the optionoption (collectively, the “Pre-Change in Control Option Expiration Date”); provided, however, that in no event will the option be exercisable beyond its original term.
term or, if not addressed in the grant agreement, then not later than the latest date that will avoid adverse tax consequences to the Executive (v) if such date is earlier than the Pre-Change in Control Option Expiration Date). With respect to any shares of Company common stock held by the Executive as of his Termination Date that are, at the time of such Involuntary Termination Prior to a Change in Control, are subject to the Company's ’s repurchase right upon termination of the Executive's ’s employment ("“Restricted Stock"”), the Company shall waive such repurchase right rights as to the number of shares of Restricted Stock that would have vested within the one (1) year period after the Executive's ’s Termination Date.
(vi) . To cover the cost of outplacement assistance services for the Executive that are actually provided by an outplacement agency selected by the Executive, for which the Company provides prior approval, with such approval not to be unreasonably withheld, in an amount not to exceed twenty percent (20%) of the Executive's ’s Base Pay.
(vii) . The Executive shall receive any amounts earned, accrued or owing but not yet paid to the Executive as of his Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 1 contract
Samples: Severance Agreement (Novell Inc)
Compensation and Benefits Upon Involuntary Termination Prior to a Change in Control. Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 2 occurs, the Company shall pay and provide to the Executive after his Termination Date:
(i) 150% of his Base Pay. Unless a different payment stream is made pursuant to Section 13(b) of this Agreement, payable such Base Pay shall be paid to the Executive in equal installments over the Severance Period, consistent with the Company's past ’s normal payroll practices, commencing with the first administratively practicable payroll period that occurs after the period during which the Executive's ’s right to revoke his acceptance to the terms of the Release has expired. Notwithstanding the foregoing, the Company may determine, in its sole discretion and at any time, to provide that the amounts payable under this subsection (i) shall be paid to Executive in a lump sum, as opposed to installments over the Severance Period.
(ii) The Executive shall receive his pro rated Incentive Pay for the year in which his Termination of Employment occurs. The pro rated Incentive Pay shall be based on the Executive's ’s Incentive Pay for the year in which the Executive's ’s Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year of his termination and the denominator of which is 365. Such Unless a different payment stream is made pursuant to Section 13(b) of this Agreement, such pro rated Incentive Pay shall be paid to the Executive in equal installments over the Severance Period, consistent with the Company's past ’s normal payroll practices, commencing with the first administratively practicable payroll period that occurs after the period during which the Executive's ’s right to revoke his acceptance to the terms of the Release has expired. Notwithstanding the foregoing, the Company may determine, in its sole discretion and at any time, to provide that the amounts payable under this subsection (ii) shall be paid to Executive in a lump sum, as opposed to installments over the Severance Period.
(iii) For a period of twelve (12) months Commencing on the month immediately following the month in which his Termination DateDate occurs, the Executive shall continue to receive for a twelve (12) month period the medical and dental coverage in effect on his Termination Date (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as at the same premium rates as may be changed charged from time to time for employees of the Company generally, as if the Executive had continued in employment with the Company during such period; orprovided, as an alternativehowever, that in the event that such continuation coverage violates applicable law or results in a material adverse tax effect to the Company or the Executive, the Company may elect to shall pay the Executive cash in lieu of such coverage in an amount equal to the Executive's ’s after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). If the Executive does not receive the cash payment described in the preceding sentence, the Company shall take all commercially reasonable efforts to provide that the COBRA health care continuation coverage period under section 4980B of the Code, shall commence immediately after the foregoing twelve (12) month benefit period, with such continuation coverage continuing until the earlier of (iA) the end of the applicable COBRA health care continuation coverage period or (iiB) the date on which the Executive is covered by the medical and dental coverage of his successor employer, if any.
(iv) With respect to any Company stock options held by the Executive as of the date of such Involuntary his Termination Prior to a Change in ControlDate, the Company shall accelerate the vesting of that portion of the Executive's ’s stock options, if any, which would have vested and become exercisable within the one (1) year period after the Executive's ’s Termination Date, such options, plus any other options that previously became exercisable and have not expired or been exercised, to shall remain exercisable, notwithstanding anything in any other agreement governing such options, for the longer of (A) a period of six (6) months after the Executive's ’s Termination Date, or (B) the period set forth in the award agreement covering the optionoption (collectively, the “Pre-Change in Control Option Expiration Date”); provided, however, that in no event will the option be exercisable beyond its original termterm or, if not addressed in the grant agreement, then not later than the latest date that will avoid adverse tax consequences to the Executive (if such date is earlier than the Pre-Change in Control Option Expiration Date).
(v) With respect to any shares of Company common stock held by the Executive as of his Termination Date that are, at the time of such Involuntary Termination Prior to a Change in Control, are subject to the Company's ’s repurchase right upon termination of the Executive's ’s employment ("“Restricted Stock"”), the Company shall waive such repurchase right rights as to the number of shares of Restricted Stock that would have vested within the one (1) year period after the Executive's ’s Termination Date.
(vi) To cover the cost of outplacement assistance services for the Executive that are actually provided by an outplacement agency selected by the Executive, for which the Company provides prior approval, with such approval not to be unreasonably withheld, in an amount not to exceed twenty percent (20%) of the Executive's ’s Base Pay.
(vii) The Executive shall receive any amounts earned, accrued or owing but not yet paid to the Executive as of his Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 1 contract
Samples: Severance Agreement (Novell Inc)
Compensation and Benefits Upon Involuntary Termination Prior to a Change in Control. Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 2 occurs, the Company shall pay and provide to the Executive after his Termination Date:
(i) 150% of his Base Pay, payable in equal installments over the Severance Period, consistent with the Company's ’s past payroll practices, commencing with the first payroll period that occurs after the period during which Executive's ’s right to revoke his acceptance to the terms of the Release has expired. Notwithstanding the foregoing, the Company may determine, in its sole discretion and at any time, to provide that the amounts payable under this subsection (i) shall be paid to Executive in a lump sum, as opposed to installments over the Severance Period; provided, however, that such discretion shall not be exercised in a manner which will cause adverse income tax results to Executive.
(ii) Executive shall receive his pro rated Incentive Pay for the year in which his Termination of Employment occurs. The pro rated Incentive Pay shall be based on the Executive's ’s Incentive Pay for the year in which Executive's ’s Termination Date occurs, multiplied by a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the year of his termination and the denominator of which is 365. Such pro rated Incentive Pay shall be paid to Executive in equal installments over the Severance Period, consistent with the Company's ’s past payroll practices, commencing with the first payroll period that occurs after the period during which Executive's ’s right to revoke his acceptance to the terms of the Release has expired. Notwithstanding the foregoing, the Company may determine, in its sole discretion and at any time, to provide that the amounts payable under this subsection (ii) shall be paid to Executive in a lump sum, as opposed to installments over the Severance Period.
(iii) For a period of twelve (12) months the Severance Period commencing the month immediately following the month in which his Termination DateDate occurs, Executive shall continue to receive the medical and dental coverage in effect on his Termination Date (or generally comparable coverage) for himself and, where applicable, his spouse and dependents, as the same may be changed from time to time for employees generally, as if Executive had continued in employment during such period; orprovided, as an alternativehowever, that in the event that such continuation coverage violates applicable law or results in a material adverse tax effect to the Company or the Executive, the Company may elect to shall pay Executive cash in lieu of such coverage in an amount equal to Executive's ’s after-tax cost of continuing comparable coverage, where such coverage may not be continued by the Company (or where such continuation would adversely affect the tax status of the plan pursuant to which the coverage is provided). If the Executive does not receive the cash payment described in the preceding sentence, the Company shall take all commercially reasonable efforts to provide that the COBRA health care continuation coverage period under section 4980B of the Code, shall commence immediately after the foregoing twelve (12) month benefit period, with such continuation coverage continuing until the earlier of (i) the end of the applicable COBRA health care continuation coverage period or (ii) the date on which Executive is covered by the medical and dental coverage of his successor employer, if any.
(iv) With respect to any Company stock options held by the Executive as of the date of such Involuntary Termination Prior to a Change in Control, the Company shall accelerate the vesting of that portion of the Executive's ’s stock options, if any, which would have vested and become exercisable within the one (1) year period after the Executive's ’s Termination Date, such options, plus any other options that previously became exercisable and have not expired or been exercised, to remain exercisable, notwithstanding anything in any other agreement governing such options, for the longer of (A) a period of six (6) months after the Executive's ’s Termination Date, or (B) the period set forth in the award agreement covering the optionoption (the “Option Expiration Date”); provided, however, that in no event will the option be exercisable beyond its original termterm or, if not addressed in the grant agreement, then not later than the latest date that will avoid adverse tax consequences to the Executive (if such date is earlier than the Option Expiration Date).
(v) With respect to any shares of Company common stock held by the Executive that are, at the time of such Involuntary Termination Prior to a Change in Control, subject to the Company's ’s repurchase right upon termination of the Executive's ’s employment ("“Restricted Stock"”), the Company shall waive such repurchase right as to the number of shares of Restricted Stock that would have vested within the one (1) year period after the Executive's ’s Termination Date.
(vi) To cover the cost of outplacement assistance services for Executive that are actually provided by an outplacement agency selected by Executive, for which the Company provides prior approval, with such approval not to be unreasonably withheld, in an amount not to exceed twenty percent (20%) of the Executive's ’s Base Pay.
(vii) Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of his Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.
Appears in 1 contract
Samples: Severance Agreement (Novell Inc)
