Compensation and Benefits Upon Termination. (a) The Company’s obligation to compensate Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6. (b) If the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(i), (ii), and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company. (c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments. (d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date). (e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired. (f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates. (g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.
Appears in 3 contracts
Samples: Executive Employment Agreement (INC Research Holdings, Inc.), Executive Employment Agreement (INC Research Holdings, Inc.), Executive Employment Agreement (INC Research Holdings, Inc.)
Compensation and Benefits Upon Termination. (a) The CompanyUpon termination of Executive’s obligation to compensate Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may employment hereunder, he shall be entitled to receive receive, in any case, any Base Salary pursuant to Section 3(a)(i) accrued but unpaid to the Termination Date. Any amount payable to Executive under this Section 6subparagraph shall be paid promptly, and in any event within thirty (30) days after the Termination Date.
(b) If the Company terminates Executive’s employment without is terminated as a result of a “For Cause or Executive resigns Event” pursuant to Section 13, except for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(ipayment of any amount required to be made by Section 16(a), (ii), from and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months following after the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary have no further obligation to continue such coverageExecutive hereunder, in each case, until the earlier of (A) the expiration of the eighteen (including without limitation any obligation pursuant to Section 18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
(c) If the Company terminates Executive’s employment for is terminated (i) by him pursuant to Section 14(i); or (ii) by the Company other than as a result of a “For Cause or Event” pursuant to Section 13; he shall be entitled to receive an amount equal to the full value of any Base Salary still remaining until the end of the Term plus an amount equal to three times the Base Salary at the time of termination. Notwithstanding the foregoing, if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due (but not consultancy) is terminated by the Company after a Change of Control has occurred for any reason other than as a result of a “For Cause Event” pursuant to his/her deathSection 13, then the Company’s sole obligation he shall be entitled to pay receive, upon the terms and subject to the conditions set forth in Section 17, the Parachute Amount (as hereinafter defined in Section 17). Any amount payable to Executive under this subparagraph shall be paid promptly, and in any event within thirty (or his/her estate30) only days after the Accrued PaymentsTermination Date.
(d) If the Company terminates Executive’s employment due terminates as a result of a Change of Control pursuant to Disability or upon Executive’s deathSection 14(ii), the Company he shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, upon the Accrued Payments. In addition, Executive shall be eligible terms and subject to receive payment of the Target Bonus as conditions set forth in Section 3(b17, the Parachute Amount. Any amount payable to Executive under this subparagraph shall be paid promptly, and in any event within thirty (30) abovedays after the Termination Date.
(e) If the Executive’s employment is terminated by him pursuant to Section 14(i) or 14(ii) of this Agreement, subject or by the Company other than as a result of a “For Cause Event” pursuant to Section 13, or if the terms Executive voluntarily terminates his employment pursuant to Section 15(a) of this Agreement, the MIP and to the extent actually earned Company shall for the fiscal two (2) year in which period following the Termination Date maintain and pay for Executive and his family, or reimburse Executive, for the cost of medical, dental, and hospitalization benefits comparable to such termination takes place, prorated based on benefits maintained by the number of days in such fiscal year that Executive was employed Company during the twelve (12) months prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled shall have no obligation hereunder to receive seek or to accept any other employment after the Termination Date or otherwise to mitigate the payments required to be made by this Section. No compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required other amount received or receivable by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu on account of any severance benefits employment or engagement after the Termination Date shall be offset against or deducted from any payment required to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and made by this Section 16 or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participatesSection 17.
(g) IfIn the event the Company terminates Executive other than as a result of a “For Cause Event” pursuant to Section 13, within or if the twelve (12) month period following a Change in Control, as defined below, Executive Executive’s employment is terminated without Cause by him pursuant to Section 14(i) or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e14(ii) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, Executive shall mean: receive as his sole and exclusive remedy and damages the payments he would otherwise be entitled to receive under the applicable provisions of this Section 16 (iand, if applicable, the other benefits provided under clause (g) any mergerof this Section 16).
(h) In the event of Executive’s death or if the Company terminates Executive for disability pursuant to Section 12, consolidation, or reorganization involving the CompanyCompany shall pay, in whichthe case of Executive’s death, immediately Executive’s estate an amount equal to his then current Base Salary and in the event of termination for disability, an amount equal to two times his then current Base Salary. Any amount payable to Executive (or his estate) under this subparagraph shall be paid promptly, and in any event within thirty (30) days after giving effect to such merger, consolidation the date Executive dies or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943terminated for disability, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Boardcase may be.
Appears in 2 contracts
Samples: Employment Agreement (Worlds Online Inc.), Employment Agreement (Worlds Com Inc)
Compensation and Benefits Upon Termination. (a) The Company’s obligation to compensate Executive ceases on If, during the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6.
(b) If Term, the Company terminates Executive’s employment without Cause Cause, there is a Company Non-Renewal Termination, or Executive resigns terminates his employment for Good Reason, then then:
(i) as soon as practicable following such termination but no later than ten days after the Termination Date (as defined below), the Company shall pay to Executive his accrued but yet unpaid base salary earned through the payments referenced above in Subsections 6(a)(iTermination Date and any accrued, but unused vacation pay through the Termination Date (the “Accrued Obligations”), ;
(ii)) within 45 days following the Termination Date, and the Company shall reimburse Executive for reasonable expenses incurred, but not paid prior to the Termination Date;
(iii) any accrued but unpaid Tax Equalization Policy obligations of the Company shall be paid in accordance with such policy; and
(collectivelyiv) subject to the execution and delivery of a general release (which release shall not alter or result in the waiver of Executive’s right to exercise the portion of any Company stock option that vested through the Termination Date, or any rights under this Section 7(a)) in a form acceptable to the Company within thirty (30) days after the Termination Date (the “Accrued PaymentsRelease Expiration Date”). In addition, which release has not been revoked, Executive is entitled to receive:
(1) a gross amount equal to (x) Executive’s base salary in effect on the Termination Date divided by (y) 12, per month, subject to Executiveany applicable deductions and withholdings, for a period of 36 months after the Termination Date, which shall be paid in periodic installments in accordance with the Company’s compliance with Sections 8normal payroll practices in effect as of the Termination Date commencing on the first payroll cycle which is at least 45 days after the Termination Date, 9unless such payments are required to be delayed pursuant to Section 8 below;
(2) the continuation of coverage under all employee benefit insurance plans in which Executive was a participant as of the Termination Date, 10, 11, 13 and 15 of this Agreement and subject to the requirements extent such post-employment coverage is authorized by such plans, at the Company’s expense for a period of Section 6(e) below: (i) 12 months after the Termination Date, provided, however if post-employment coverage is not authorized under the Company’s health insurance plan, then the Company will pay Executive an the premium cost for health insurance coverage that the Company would have paid if Executive had continued being a participant in the Company’s health insurance plan during such twelve month period, and such amount equal shall be paid at the time such premiums would have been paid if Executive had continued being a participant in the Company’s health insurance plan during such twelve month period; and
(3) any unpaid discretionary bonus awarded to his/her Base Salary as Executive for the year prior to the year in which the Termination Date occurs, which shall be paid in a lump sum on the normal bonus payment date.
(v) In the event that Executive fails to execute the Release on or prior to the Release Expiration Date, Executive shall not be entitled to any payments or benefits pursuant to Section 7(a)(iv). Notwithstanding the foregoing, if the Release could become effective during the calendar year following the calendar year of the Termination Date Date, then no such payments that constitute “deferred compensation” under Internal Revenue Code Section 409A shall be made earlier than the first day of the calendar year following the calendar year of the Termination Date.
(b) If Executive’s employment is terminated as a result of death or by the Company for Cause or because of Disability, or if a period termination of twelve employment occurs as a result of Executive’s delivering a timely Non-Renewal Notice:
(12i) months within ten days following the Termination Date, payable through the Company’s regular payroll procedures (Company shall pay to Executive the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and Accrued Obligations;
(ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day within 45 days following the Termination Date, the Company shall reimburse Executive for the entire amount of any premiums reasonable expenses incurred, but not paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Termination Date; and
(iii) any accrued but unpaid Tax Equalization Policy obligations of the Company shall pay the entire premium necessary to continue be paid in accordance with such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Companypolicy.
(c) If Except for payments provided under Sections 7(a)(i), 7(a)(ii), 7(a)(iii) and 7(b), all compensation and benefits paid pursuant to this Section 7 shall cease and Executive shall promptly return any amount paid under Section 7(a)(iv) to the Company terminates Executive’s employment if Executive violates any of the terms of Sections 4 or 5 above during the Restricted Period. In addition to these remedies, the Company shall have all other remedies provided by this Agreement and by law for Cause the breach of Sections 4 or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments5 above.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for For purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving “Termination Date” means the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) date of the total voting power of outstanding stock of the surviving or resulting entity is then Executive’s “beneficially ownedseparation from service” (within the meaning of Rule 13d-3 under Section 409A of the Securities Exchange Act Internal Revenue Code of 19431986, as amended (the “Exchange ActCode”)) in , and the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; regulations promulgated thereunder (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power409A”); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.”
Appears in 2 contracts
Samples: Employment Agreement (James River Group Holdings, Ltd.), Employment Agreement (James River Group Holdings, Ltd.)
Compensation and Benefits Upon Termination. (a) The Company’s obligation to compensate Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary base salary earned by Executive Executive, but unpaid, as of that time; (ii) any unpaid amount actually earned and due to Executive Executive, but unpaid pursuant to the MIP; (iii) any unreimbursed business expenses expenses, if any, for which Executive is entitled to reimbursement under this AgreementAgreement (the items referred to in this clause (iii) and the immediately preceding clauses (i) and (ii), the “Accrued Payments”); and (iv) any compensation and/or benefits to which Executive may be specifically entitled to receive pursuant to this Section 6.
(b) If the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(i), (ii), and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s continuing compliance with Sections 8, 9, 1010 11 and 16, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below), the Company will: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date his then current monthly base salary for a period of twelve (12) months months, following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) 60th day following the Termination Date (with the first payment including a catch-up payment for any Base Salary such base salary that would have otherwise been paid as Severance Pay severance during such sixty (60) -day period); , and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shallshall reimburse Executive, commencing on the sixtieth (60th) 60th day following the Termination Date, reimburse Executive Date (with the first payment including a catch-up for the entire amount of any premiums paid by Executive prior to during such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay 60-day period) the entire premium necessary to continue such coverage, in each case, coverage for Executive and Executive’s eligible dependents until the earlier of (A) the expiration of the initial eighteen (18) month COBRA period following the Termination Date, Date or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
(c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her his employment without Good Reason, or if Executive’s employment ends due to his/her his death, then the Company’s sole obligation shall be to pay Executive (or his/her his estate) only , as applicable, the Accrued Payments.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estateExecutive, in addition to any short term or long term disability benefits that he/she he may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes placeoccurs, prorated based which bonus payment shall be paid when any such bonuses are paid to the executive officers of the Company (or, if later, the 60th day following the Termination Date) and which bonus payment shall be pro-rated on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections Section 6(b) or Section 6(d) above is subject to to, and conditioned upon upon, Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company and substantially similar to the form attached hereto as Exhibit A (the “Release Agreement”) and his/her his compliance with the covenants in Sections 8, 9, 10, 11, 13 11 and 15 16 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the restrictive covenants in Sections 8, 9, 10, 11, 13 10 and 15 11 of this Agreement, then the Company’s obligation to compensate him/her him ceases on the effective Termination Date Date, except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date his separation from employment and Executive must execute it within 21 or 45 days following the twenty-one (21) or forty-five (45) day time period Termination Date, as specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her his termination except as: (i) set forth in this Agreement, ; (ii) otherwise required by applicable law, law or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she he participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she he otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliatesAffiliates. Nothing in this Agreement Agreement, however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she he may be entitled under employee benefit plans of the Company in which he/she he participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she he resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to shall be entitled to: (i) the payments and benefits set forth in Section 6(b), be entitled to and (ii) a lump sum paymentamount, payable on the sixtieth (60th) 60th day following the Termination Date, equal to the greater of: (A) fifty percent (50%) percent of the Executive’s then current Base Salary, Salary or (B) his/her his Target Bonus under the MIP, whichever is higher. A “Change in Control,” , as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty 50 percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty 50 percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.
Appears in 2 contracts
Samples: Executive Employment Agreement (INC Research Holdings, Inc.), Executive Employment Agreement (INC Research Holdings, Inc.)
Compensation and Benefits Upon Termination. (a) The Company’s obligation to compensate Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6.
(b) If the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(i), (ii), and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve eighteen (1218) months following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
(c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.
Appears in 2 contracts
Samples: Executive Employment Agreement (INC Research Holdings, Inc.), Executive Employment Agreement (INC Research Holdings, Inc.)
Compensation and Benefits Upon Termination. (a) 4.1 The Company’s obligation to compensate Executive ceases on the Termination Date effective termination date except as to: (ia) any unpaid Base Salary amounts due or earned by Executive as of at that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (ivb) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 64.2.
(b) 4.2 If the Company terminates Executive’s employment pursuant to Section 3.1 (without Cause Cause) or if Executive resigns for terminates Executive’s employment pursuant to Section 3.3 (Good Reason), then the Company Company’s sole obligations shall be to pay Executive Executive:
(a) amounts due on the payments referenced above in Subsections 6(a)(i), effective termination date; and
(ii), and (iiib) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve six (126) months of Executive’s then current base salary (less any applicable taxes and withholdings) with payment of such amount to be made in substantially equal installments on the same payroll schedule applicable to Executive immediately prior to Executive’s separation from service. Such payments shall commence on the first such payroll date following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary Executive’s separation from service provided that would have otherwise been paid as Severance Pay during Executive has returned by such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following an executed, customary Release of all claims provided by the Termination DateCompany and any revocation period in the Release has expired without a revocation occurring. In addition, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary Executive any accrued, earned and unpaid bonus pursuant to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the CompanySection 2.4.
(c) 4.3 If the Company terminates Executive’s employment for Cause as provided in Section 3.2 or if the Executive terminates his/her Executive’s employment pursuant to Section 3.1 (without Good Reason, or if Executive’s employment ends due to his/her death), then the Company’s sole obligation shall be to pay Executive amounts due or earned on the effective termination date. Executive, except when employment terminates pursuant to Section 3.2(a) (or his/her estate) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due death), shall continue to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b5 (Non-Competition) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the upon expiration or termination of this Agreement.
4.4 The Company’s obligation to make any payments or to provide any the payment and benefits under Sections 6(b) or Section 6(d) above 4.2 is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of all claims agreement in a form satisfactory to the Company (the “Release AgreementRelease”) and his/her Executive’s compliance with the covenants in Sections 8Non-Competition Agreement, 9, 10, 11, 13 and 15 of this Agreementas defined herein. If Executive chooses not to timely execute such the Release Agreement, (or revokes the Release Agreement, Release) or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Non-Competition Agreement, then the Company’s obligation to compensate him/her ceases Executive shall cease on the effective Termination Date termination date except as to amounts due as of the Accrued Paymentsdate of termination. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date Executive’s separation from service, and Executive must execute it within the twenty-one (21) or time period specified in the Release, which shall not be longer than forty-five (45) day time period specified in days from the date of receipt. Such Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) 4.5 Executive is not entitled to receive any compensation or benefits upon his/her Executive’s termination except as: (i) as set forth in this Agreement, (ii) Agreement or otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she Executive participates. Moreover, the terms and conditions provided to afforded Executive under this Agreement are in lieu of any severance benefits to which he/she Executive otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliatesCompany. Nothing in this Agreement Agreement, however, is intended to waive or supplant any accrued death, disability, accidental death and dismembermentor other insurance or retirement, retirement 401 (k401(k) or pension benefits of the Company to which he/she Executive may be entitled under employee benefit plans of the Company in which he/she Executive participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.
Appears in 2 contracts
Samples: Executive Employment Agreement (Humacyte, Inc.), Executive Employment Agreement (Alpha Healthcare Acquisition Corp.)
Compensation and Benefits Upon Termination. (a) The Company’s obligation to compensate Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as Upon termination of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may Executive's employment hereunder, he shall be entitled to receive receive, in any case, any compensation or other amount due to him pursuant to this Section 63 or 4 in respect of his employment prior to the Termination Date.
(b) If Executive is discharged as a result of a "For Cause Event" pursuant to Section 13, except for the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(ipayment of any amount required to be made by Section 16(a), (ii), from and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months following after the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary have no further obligation to continue such coverageExecutive hereunder, in each case, until the earlier of (A) the expiration of the eighteen (including without limitation any obligation pursuant to Section 18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
(c) If the Executive's employment is terminated by him pursuant to Section 14(i) or by the Company terminates Executive’s employment other than as a result of a "For Cause Event" pursuant to Section 13, he shall be entitled to receive an amount equal to the product of (i) the sum of (A) his Base Salary in effect on the Termination Date and (B) his 5% Bonus for Cause or the last Bonus Period ending before the Termination Date (annualized if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then such Bonus Period is other than a 12-month fiscal year of the Company’s sole obligation shall be ), and (ii) a fraction, the numerator of which is the number of full months remaining in the balance of the Term after the Termination Date and the denominator of which is 36, but in no event more than an amount equal to pay Executive (or his/her estate) only 1.99 multiplied by his Base Salary in effect on the Accrued PaymentsTermination Date.
(d) If the Executive's employment terminates as a result of a Change of Control pursuant to Section 14(ii) and, if at the time Executive gives the Company terminates Executive’s employment due the notice of termination referred to Disability or upon Executive’s deaththerein, the Company has not given to Executive a notice of termination upon his disability pursuant to Section 12 or as a result of a "For Cause Event" pursuant to Section 13, he shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, upon the Accrued Payments. In addition, Executive shall be eligible terms and subject to receive payment of the Target Bonus as conditions set forth in Section 3(b16, he shall be entitled to receive the Parachute Amount (as hereinafter defined) in Section 17. If Executive is paid the Parachute Amount he shall not be entitled to receive the amounts payable under Section 16(c) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding If the Executive voluntarily terminates his employment pursuant to Section 15 at any provision time after November 30, 2002 and, if at the time Executive gives the Company the notice of this Agreement termination referred to the contrarytherein, the Company’s obligation Company has not given to make any payments Executive a notice of termination upon his disability pursuant to Section 12 or "For Cause Event" pursuant to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 813, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement he shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, an amount equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power product of outstanding stock (i) the sum of (A) his Base Salary in effect on the Termination Date and (B) his 5% Bonus for the last Bonus Period ending before the Termination Date (annualized if such Bonus Period is other than a 12-month fiscal year of the surviving or resulting entity Company), and (ii) a fraction, the numerator of which is then “beneficially owned” (within the meaning number of Rule 13d-3 under full months elapsed during the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company Term immediately prior to such merger consolidation or reorganization; (ii) any salethe Termination Date and the denominator of which is 36, lease, exchange, or other transfer of all or substantially all of the assets of the Company but in no event less than an amount equal to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) percent of his Base Salary in effect on the outstanding shares Termination Date if the Termination Date occurs after November 30, 2002 but prior to December 1, 2003, or seventy-five percent (75%) of his Base Salary in effect on the Company’s voting stock Termination Date if the Termination Date occurs after November 30, 2003 but prior to December 1, 2004.
(based upon voting power); f) If the Executive's employment is terminated by him pursuant to Section 14(i) or (v14(ii) of this Agreement, or by the Company other than as a result of or in connection with a contested election of directors"For Cause Event" pursuant to Section 13, the persons who were directors Executive shall be entitled for the two (2) year period following the Termination Date, or if the Executive voluntarily terminates his employment pursuant to Section 15 of this Agreement, the Executive shall be entitled for the one (1) year period following the Termination Date, to (A) maintain an office either at the Company's premises comparable in size and location to the office maintained by Executive prior to the Termination Date and receive secretarial and clerical services, all at the Company's expense, or, at Executive's option or if the Company before is not maintaining such election offices at its place of business at which Executive performed his services at the Termination Date, then the Company shall cease reimburse the Executive for the cost of his maintaining a comparable office, secretarial and clerical services at such other location selected by Executive and (B) the Company shall continue to constitute a majority maintain and pay for Executive and his family, or reimburse Executive for the cost of medical, dental, and hospitalization benefits comparable to such benefits maintained by the Company’s BoardCompany during the twelve (12) months prior to the Termination Date.
(g) Any amount payable to Executive upon termination of his employment hereunder shall be paid promptly, and in any event within thirty (30) days, after the Termination Date.
(h) Executive shall have no obligation hereunder to seek or to accept any other employment after the Termination Date or otherwise to mitigate the payments required to be made by this Section. No compensation or other amount received or receivable by Executive on account of any employment or engagement after the Termination Date shall be offset against or deducted from any payment required to be made by this Section 16 or Section 17.
Appears in 1 contract
Samples: Employment Agreement (Traffix Inc)
Compensation and Benefits Upon Termination. (a) The CompanyUpon termination of Executive’s obligation to compensate Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may employment hereunder, he shall be entitled to receive receive, in any case, any Base Salary pursuant to Section 3(a)(i) and Commission Bonus accrued but unpaid to the Termination Date. Any amount payable to Executive under this Section 6subparagraph shall be paid promptly, and in any event within thirty (30) days after the Termination Date.
(b) If the Company terminates Executive’s employment without is terminated as a result of a “For Cause or Executive resigns Event” pursuant to Section 13, except for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(ipayment of any amount required to be made by Section 16(a), (ii), from and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months following after the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary have no further obligation to continue such coverageExecutive hereunder, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Companyincluding without limitation any obligation pursuant to Section 17.
(c) If the Company terminates Executive’s employment for is terminated (i) by him pursuant to Section 14; or (ii) by the Company other than as a result of a “For Cause or Event” pursuant to Section 13; he shall be entitled to receive an amount equal to the full value of any Base Salary still remaining until the end of the Term plus an amount equal to 1.5 times the Base Salary at the time of termination, plus any accrued but unpaid Commission Bonus. Notwithstanding the foregoing, if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments.
(d) If is terminated by the Company terminates Executive’s employment due after a Change of Control has occurred for any reason other than as a result of a “For Cause Event” pursuant to Disability or upon Executive’s deathSection 13, the Company he shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, upon the Accrued Payments. In addition, Executive shall be eligible terms and subject to receive payment of the Target Bonus as conditions set forth in Section 3(b) above17, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth Parachute Amount (as hereinafter defined in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date17).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided Any amount payable to Executive under this Agreement are subparagraph shall be paid in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 six (k6) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable equal installments on the sixtieth (60th) last business day following of each quarter commencing with the first quarter ending after the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.
Appears in 1 contract
Compensation and Benefits Upon Termination. (a) The Company’s obligation In the event that the Company terminates this Agreement without cause or elects to compensate have the Term of this Agreement expire, in either case other than for business performance, or if Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses terminates this Agreement for which Good Reason, Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6.receive:
(b) If the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(i), (ii), and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as Executive’s base salary for a period of thirty-six (36) months after the Termination Date in accordance with the terms of Section 2 hereof;
(ii) the continuation at the Company’s expense of coverage under all plans, insurance policies and other fringe benefits described in Section 2 hereof, for a period of twelve (12) months following after the Termination Date, payable through the Company’s regular payroll procedures ;
(the “Severance Pay”iii) commencing any discretionary bonus to which Executive is entitled on the sixtieth Executive’s last day of employment; and
(60thiv) day following the Termination Date any unused vacation and any non reimbursed reasonable business expenses.
(with the first payment including a catch-up payment b) If Executive is terminated for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985cause, as amended (“COBRA”)or due to disability, the Company shallshall have no further obligations to Executive, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of except as provided in any premiums paid by Executive prior stock option or other bonus or incentive plan to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s planis entitled, notice of which and Executive shall promptly provide the Companyhave no further rights hereunder.
(c) If the Company terminates Executive is terminated for business performance, Executive is entitled to receive:
(i) an amount equal to Executive’s employment base salary for Cause or if eighteen (18) months after the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then Termination Date in accordance with the terms of Section 2 hereof;
(ii) the continuation at the Company’s sole obligation shall be expense of coverage under all plans, insurance policies and other fringe benefits described in Section 2 hereof, for a period of twelve months after the termination date;
(iii) any discretionary bonus to pay which Executive is entitled on the Executive’s last day of employment; and
(or his/her estateiv) only the Accrued Paymentsany unused vacation and any non reimbursed reasonable business expenses.
(d) If the Company terminates Executive’s employment due All compensation and benefits made pursuant to Disability or upon Executive’s death, the Company this Section shall pay cease if Executive or his/her estate, in addition to violates any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (Sections 4 or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within 5 during the twelve (12) month period months following a Change in Controlhis last day of employment. In addition to this remedy, as defined below, Executive is terminated without Cause or he/she resigns the Company shall have all other remedies provided by this Agreement and by law for Good Reason, but in either case subject to the provisions breach of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in 4 or Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board5 hereof.
Appears in 1 contract
Compensation and Benefits Upon Termination. (a) The Company’s obligation to compensate Executive ceases on If, during the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6.
(b) If Term, the Company terminates Executive’s employment without Cause Cause, there is a Company Non-Renewal Termination, or Executive resigns terminates his employment for Good Reason, then then:
(i) within seven days of the Termination Date (as defined below) or at the next interval at which Executive would have been paid had this Agreement not been terminated, the Company shall pay to Executive his accrued but yet unpaid base salary earned through the payments referenced above in Subsections 6(a)(iTermination Date and any accrued, but unused vacation pay through the Termination Date (the “Accrued Obligations”), ;
(ii)) within 45 days following the Termination Date, and the Company shall reimburse Executive for reasonable expenses incurred, but not paid prior to the Termination Date;
(iii) any accrued but unpaid Tax Equalization Policy obligations of the Company shall be paid in accordance with such policy; and
(collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and iv) subject to the requirements execution and delivery of a general release (which release shall not alter or result in the waiver of Executive’s right to exercise the portion of any Company stock option that vested through the Termination Date, or any rights under this Section 6(e8(a)) below: (i) in a form acceptable to the Company will pay within forty five (45) days after the Termination Date (the “Release Expiration Date”), which release has not been revoked, Executive is entitled to receive:
A. In the event of (I) a termination without Cause or for Good Reason (x) before a Change in Control (as defined in Section 8(d)) or more than twelve (12) months after a Change in Control, an amount equal to his/her Base Salary as of the Termination Date Executive’s then current base salary for a period of twelve (12) months following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following after the Termination Date, or (By) within twelve (12) months after a Change in Control, an amount equal to Executive’s then current base salary for a period of eighteen (18) months after the Termination Date; or (II) a Company Non-Renewal Termination either before or any time after a Change in Control, an amount equal to Executive’s then current base salary for a period of twelve (12) months after the Termination Date, which, in any case shall be paid in periodic installments in accordance with the Company’s normal payroll practices commencing on the first payroll cycle which is at least ten (10) business days after the 45th day after the Termination Date, unless such payroll date on occurs in the calendar year following the calendar year of the Termination Date, in which case payments pursuant to this Section shall be made no earlier than the first business day of the calendar year following the calendar year of the Termination Date (for the avoidance of doubt, the payments in this clause are inclusive of any severance allowance owed to Executive pursuant to the Employment Act 2000);
B. the continuation of coverage under all employee benefit insurance plans in which Executive becomes eligible was a participant as of the Termination Date, to the extent such post-employment coverage is authorized by such plans, at the Company’s expense for group a period of 12 months after the Termination Date, provided, however if post-employment coverage is not authorized under the Company’s health insurance plan, then the Company will pay Executive the premium cost for health insurance coverage that the Company would have paid if Executive had continued being a participant in the Company’s health insurance plan during such twelve month period, and such amount shall be paid at the time such premiums would have been paid if Executive had continued being a participant in the Company’s health insurance plan during such twelve month period;
C. any unpaid discretionary bonus awarded to Executive by the Board for the year prior to the year in which the Termination Date occurs (“Prior Year”), which shall be paid in a lump sum on the normal bonus payment date, provided, however, (1) the amount of such bonus shall not be less than the target bonus for the Prior Year unless the average of the bonuses awarded to the bonus-eligible Chief Actuarial Officer, the Chief Claims Officer, the Chief Human Resources Officer, the Chief Information Technology Officer, and the Chief Legal Officer (the “Shared Service Chief Officers”) for the Prior Year (the “Prior Year SSCO Average Bonus”) is less than the average of the bonuses that would have been awarded to such Shared Service Chief Officers had they each been awarded their target bonus for the Prior Year (the “Prior Year SSCO Average Target Bonus”), in which case (2) Executive’s bonus for the Prior Year will be equal to Executive’s target bonus for the Prior Year multiplied by the fraction in which the numerator is the Prior Year SSCO Average Bonus and the denominator is the Prior Year SSCO Average Target Bonus; and
D. a pro rata Bonus for the year in which the Termination Date occurs (the “Termination Year”), calculated by multiplying Executive’s target bonus for the Termination Year by (1) the fraction in which the numerator is the number of days between January 1 of that year and the Termination Date, and the denominator is 365, and (2) solely in the event that the average of the bonuses awarded to the bonus-eligible Shared Service Chief Officers for the Termination Year (the “Termination Year SSCO Average Bonus”) is less than the average of the bonuses that would have been awarded to such Shared Service Chief Officers had they each been awarded their target bonus for the Termination Year (the “Termination Year SSCO Average Target Bonus”), the fraction in which the numerator is the Termination Year SSCO Average Bonus and the denominator is the Termination Year SSCO Average Target Bonus, which shall be paid in a lump sum on the normal bonus payment date for Termination Year bonuses.
(v) In the event that Executive fails to execute the Release on or prior to the Release Expiration Date, Executive shall not be entitled to any payments or benefits pursuant to Section 8(a)(iv). Notwithstanding the foregoing, if the Release could become effective during the calendar year following the calendar year of the Termination Date, then no such payments that constitute “deferred compensation” under another employerInternal Revenue Code Section 409A shall be made earlier than the first day of the calendar year following the calendar year of the Termination Date.
(b) If Executive’s planemployment is terminated as a result of death or by the Company for Cause or because of Disability, notice or if a termination of employment occurs as a result of Executive’s delivering a timely Non-Renewal Notice:
(i) within seven days of the Termination Date (as defined below) or at the next interval at which Executive would have been paid had this Agreement not been terminated, the Company shall promptly provide pay to Executive the CompanyAccrued Obligations;
(ii) within 45 days following the Termination Date, the Company shall reimburse Executive for reasonable expenses incurred, but not paid prior to the Termination Date; and
(iii) any accrued but unpaid Tax Equalization Policy obligations of the Company shall be paid in accordance with such policy.
(c) If Except for payments provided under Sections 8(a)(i), 8(a)(ii), 8(a)(iii) and 8(b), all compensation and benefits paid pursuant to this Section 8 shall cease and Executive shall promptly return any amount paid under Section 8(a)(iv) to the Company terminates Executive’s employment if Executive violates any of the terms of Sections 5 or 6 above during the Restricted Period. In addition to these remedies, the Company shall have all other remedies provided by this Agreement and by law for Cause the breach of Sections 5 or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments6 above.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for For purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving “Termination Date” means the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) date of the total voting power of outstanding stock of the surviving or resulting entity is then Executive’s “beneficially ownedseparation from service” (within the meaning of Rule 13d-3 under Section 409A of the Securities Exchange Act Internal Revenue Code of 19431986, as amended (the “Exchange ActCode”)) , and the regulations promulgated thereunder (“Section 409A”). For purposes of this Agreement, “Change in Control” means (and, for purposes of this definition only, capitalized terms have the meaning defined in the aggregate by Xxxxx River Group Holdings, Ltd. Long-Term Incentive Plan, as amended the stockholders “Plan”) the first to occur of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.following events:
Appears in 1 contract
Samples: Employment Agreement (James River Group Holdings, Ltd.)
Compensation and Benefits Upon Termination. (a) 5.1 The Company’s 's obligation to compensate Executive ceases on the Termination Date effective termination date except as to: (i) any unpaid Base Salary earned by Executive as of amounts due at that time; (ii) any unpaid amount actually earned and subsequently due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreementplan described in Section 3.2; and (iviii) any compensation and/or benefits to which Executive he may be entitled to receive pursuant to this Section 6Sections 5.2,5.3,5.4 or 5.5.
(b) 5.2 If the Company terminates Executive’s 's employment without Cause or Executive resigns for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(i), pursuant to Sections 4.1 (ii), and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
non-renewal) or 4.2 (c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her deathcause), then the Company’s 's sole obligation shall be to pay Executive: (i) amounts due on the effective termination date; (ii) any amounts subsequently due pursuant to the plan described in Section 3.2; and (iii) subject to Executive's compliance with Sections 6,7,8 and 9 and subject to Sections 3.7 and 5.6, an amount equal to his then current monthly salary (less applicable withholdings) for eighteen (18) months, decreasing to twelve (12) months after two (2) full years of employment, payable in equal monthly installments. The Executive shall have no duty to mitigate with respect to his entitlement to or receipt of any payment described in this Section 5.2
5.3 During the period during which Executive receives post-termination payments pursuant to Section 5.2, he may continue to participate, to the extent permitted by the applicable plans and subject to their terms, conditions and eligibility requirements, in all employee welfare benefits plans (as defined by the Employee Retirement Income Security Act of 1974, as amended) in which Executive participated on his effective termination date. The Company will pay or, at the Company's discretion, reimburse Executive for the premiums actually paid, to continue coverage under such plans during the period. Notwithstanding the Company's payment of or his/her estate) only reimbursement for the Accrued Paymentspremiums, any coverage under such plans shall be subject to the terms, conditions and eligibility requirements of such plans, and nothing in this Section shall constitute any guaranty of coverage.
(d) 5.4 If the Company terminates Executive’s 's employment due as provided in Sections 4.3 (i) (death), (ii) (physical or mental inability to Disability perform), (iii) (materially harmful acts or upon omissions), or (iv) (Executive’s death's material breach) or if the Executive terminates his employment pursuant to Section 4.1 (notice of non-renewal) or Section 4.2 (without cause), then the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive Company's sole obligation shall be eligible to receive payment of pay Executive: (i) amounts due on the Target Bonus as set forth effective termination date and (ii) any amounts subsequently due pursuant to the plan described in Section 3(b) above3.2. Executive, subject except when employment terminates pursuant to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b4.3(i) (or if laterdeath), the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision shall comply with Sections 6,7,8 and 9 of this Agreement to upon expiration or termination of this Agreement.
5.5 If Executive terminates the contrary, employment relationship as a result of the Company’s 's failure to cure its material breach of this Agreement after he has given the Company notice of the material breach and 30 days in which to cure the breach (or such longer period as may be reasonably required to cure the breach as long as the Company is making good faith efforts to do so), pursuant to Section 4.4 of this Agreement, then the Company's sole obligation to make Executive in lieu of any other damages or other relief to which he otherwise may be entitled shall be (i) an amount equal to amounts due at the time of his termination; and (ii) subject to Executive's compliance with Sections 6, 7, 8 and 9 and subject to Sections 3.7 and 5.6, continued payments in an amount equal to his then current monthly salary (less applicable withholdings) for eighteen (18) months., decreasing to twelve (12) months after two (2) full years of employment, payable in equal monthly installments. The Executive shall have no duty to mitigate with respect to his entitlement to or receipt of any payment described in this Section 5.5.
5.6 The Company's obligation to provide any benefits the payments under Sections 6(b) or Section 6(d) above 5.2 and 5.5 is subject to and conditioned upon Executive’s 's execution of an enforceable release of all claims and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her his compliance with the covenants in Sections 86, 97, 10, 11, 13 8 and 15 9 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, a release or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreementthese sections, then the Company’s 's obligation to compensate him/her ceases on the effective Termination Date termination date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day amounts due at that time period specified in the Release Agreement. The Release Agreement and any payments amount subsequently due following its execution by Executive shall not be effective until any applicable revocation period has expiredpursuant to the plan described in Section 3.2.
(f) 5.7 Executive is not entitled to receive any compensation or benefits upon his/her his termination except as: (i) set forth in this Agreement, ; (ii) otherwise required by applicable law, ; or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she he participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement Agreement, however, is intended to waive or supplant any accrued death, disability, accidental death and dismembermentretirement, retirement 401 (k401(k) or pension benefits of the Company to which he/she he may be entitled under employee benefit plans of the Company in which he/she he participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.
Appears in 1 contract
Samples: Executive Employment Agreement (Quintiles Transnational Corp)
Compensation and Benefits Upon Termination. (a) The CompanyUpon termination of Executive’s obligation to compensate Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may employment hereunder, he shall be entitled to receive receive, in any case, any Base Salary pursuant to Section 3(a)(i) accrued but unpaid to the Termination Date. Any amount payable to Executive under this Section 6subparagraph shall be paid promptly, and in any event within thirty (30) days after the Termination Date.
(b) If the Company terminates Executive’s employment without is terminated as a result of a “For Cause or Executive resigns Event” pursuant to Section 13, except for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(ipayment of any amount required to be made by Section 16(a), (ii), from and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months following after the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary have no further obligation to continue such coverageExecutive hereunder, in each case, until the earlier of (A) the expiration of the eighteen (including without limitation any obligation pursuant to Section 18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
(c) If the Company (i) this Agreement terminates Executive’s employment for Cause or upon its scheduled expiration date (i.e. September 30, 2010 or, or, if the Executive has exercised his option to extend the Term in accordance with Section 2 hereof, September 30, 2011); or (ii) the Executive voluntarily terminates his/her his employment without Good Reasonpursuant to Section 15(a), Executive shall, at the option of either the Company or if Executive’s employment ends due to his/her death, then Executive in the case of clause (i) or at the Company’s sole obligation shall be option in the case of clause (ii), for a period of up to pay Executive one (or his/her estate1) only the Accrued Payments.
(d) If year thereafter act as a consultant to the Company terminates Executive’s employment due pursuant to Disability or upon Executive’s death, which he shall make himself reasonably available to assist the Company shall pay Executive or his/her estatefor no more than 20 hours per month, in addition including being available via telephone to any short consult with respect to the day-to-day operations of the Company, its finances and financial condition, mergers and acquisitions, short-term or long term disability benefits that he/she may have received and/or be entitled to receiveand long-range business strategies, the Accrued Paymentsindustry trends and other business issues. In additionconsideration for performing these services, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in at a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, per annum rate equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of Base Salary, such per annum amount to be paid in substantially equal installments no less often than twice monthly.
(d) If the surviving or resulting entity Executive’s employment (but not consultancy) is then “beneficially owned” terminated (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)i) in the aggregate by the stockholders of the Company immediately prior him pursuant to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power14(i); or (vii) by the Company other than as a result of a “For Cause Event” pursuant to Section 13; or (iii) as a result of the death of the Executive, he shall be entitled to receive an amount equal to the product of the Base Salary multiplied by 3 (or $600,000). Notwithstanding the foregoing, if the Executive’s employment (but not consultancy) is terminated by the Company after a Change of Control has occurred for any reason other than as a result of a “For Cause Event” pursuant to Section 13, he shall be entitled to receive, upon the terms and subject to the conditions set forth in connection with a contested election of directorsSection 17, the persons who were directors Parachute Amount (as hereinafter defined in Section 17). Any amount payable to Executive under this subparagraph shall be paid promptly, and in any event within thirty (30) days after the Termination Date.
(e) If the Executive’s employment (but not consultancy) terminates as a result of a Change of Control pursuant to Section 14(ii), he shall be entitled to receive, upon the terms and subject to the conditions set forth in Section 17, the Parachute Amount. Any amount payable to Executive under this subparagraph shall be paid promptly, and in any event within thirty (30) days after the Termination Date.
(f) If the Executive’s employment is terminated by him pursuant to Section 14(i) or 14(ii) of this Agreement, or by the Company before such election other than as a result of a “For Cause Event” pursuant to Section 13, the Executive shall cease be entitled for the two (2) year period following the Termination Date, or if the Executive voluntarily terminates his employment pursuant to constitute a majority Section 15(a) of this Agreement, the Executive shall be entitled for the one (1) year period following the Termination Date, to maintain an office either at the Company’s Boardpremises comparable in size and location to the office maintained by Executive prior to the Termination Date and receive secretarial and clerical services, all at the Company’s expense, or, at Executive’s option, if the Company is not maintaining such offices at its place of business at which Executive performed his services at the Termination Date, then the Company shall reimburse the Executive for the cost of his maintaining a comparable office, secretarial and clerical services at such other location selected by Executive. If the Executive’s employment is terminated by him pursuant to Section 14(i) or 14(ii) of this Agreement, or by the Company other than as a result of a “For Cause Event” pursuant to Section 13, or if the Executive voluntarily terminates his employment pursuant to Section 15(a) of this Agreement, the Company shall for the two (2) year period following the Termination Date maintain and pay for Executive and his family, or reimburse Executive for the cost of medical, dental, and hospitalization benefits comparable to such benefits maintained by the Company during the twelve (12) months prior to the Termination Date.
(g) Executive shall have no obligation hereunder to seek or to accept any other employment after the Termination Date or otherwise to mitigate the payments required to be made by this Section. No compensation or other amount received or receivable by Executive on account of any employment or engagement after the Termination Date shall be offset against or deducted from any payment required to be made by this Section 16 or Section 17.
(h) In the event the Company terminates the Executive other than as a result of a “For Cause Event” pursuant to Section 13, or if the Executive’s employment is terminated by him pursuant to Section 14(i) or 14(ii) of this Agreement, Executive shall receive as his sole and exclusive remedy and damages the payments he would otherwise be entitled to receive under the applicable provisions of this Section 16 (and, if applicable, the other benefits provided under clause (g) of this Section 16).
(i) In the event Executive continues as a consultant to the Company pursuant to subparagraphs (c), (f)(i) or (f)(ii) of this Section16 and the consulting relationship is subsequently terminated (i) by the Company for any reason other than a For Cause Event; or (ii) by the Executive pursuant to Section 14(i); or (iii) as a result of the death of the Executive, the Company shall pay Executive (or his estate) any remaining amounts that would have otherwise been paid to him had he remained as a consultant to the end of the applicable consultancy term. Any amount payable to Executive (or his estate) under this subparagraph shall be paid promptly, and in any event within thirty (30) days after the date the Executive’s position as a consultant is terminated.
Appears in 1 contract
Samples: Employment Agreement (Pacific Magtron International Corp)
Compensation and Benefits Upon Termination. (a) The Company’s obligation to compensate Executive ceases on If, during the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to Term, the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6.
(b) If the Parent Company terminates Executive’s employment without Cause Cause, there is a Company Non-Renewal Termination, or Executive resigns terminates his employment for Good Reason, then then:
(i) as soon as practicable following such termination but no later than ten (10) days after the Company Termination Date (as defined below), FLIMCO shall pay to Executive his accrued but yet unpaid base salary earned through the payments referenced above in Subsections 6(a)(iTermination Date and any accrued, but unused vacation pay through the Termination Date (the “Accrued Obligations”), ;
(ii)) within forty-five (45) days following the Termination Date, and FLIMCO shall reimburse Executive for reasonable expenses incurred, but not paid prior to the Termination Date;
(iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements execution and delivery of a general release (which release shall not alter or result in the waiver of Executive’s right to exercise the portion of any stock option or other equity award that vested through the Termination Date, or any rights under this Section 6(e7(a)) below: in a form acceptable to the Parent Company within forty five (i45) days after the Company will pay Termination Date (the “Release Expiration Date”), which release has not been revoked, Executive is entitled to receive:
(A) In the event of (I) a termination without Cause or for Good Reason (x) before or 12 months or more after a Change in Control (as defined in Section 7(d)), an amount equal to his/her Base Salary as Executive’s base salary for a period of eighteen (18) months after the Termination Date Date, or (y) within twelve (12) months after a Change in Control, an amount equal to Executive’s base salary for a period of thirty-six (36) months after the Termination Date, or (II) a Company Non-Renewal Termination (x) before a Change in Control or more than twelve (12) months after a Change in Control, an amount equal to Executive’s then current base salary for a period of twelve (12) months following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following after the Termination Date, or (y) within twelve (12) months after a Change in Control, an amount equal to Executive’s then current base salary for a period of twenty four (24) months after the Termination Date, which, in any case shall be paid in periodic installments in accordance with FLIMCO’s normal payroll practices in effect as of the Termination Date commencing on the first payroll cycle which is at least ten (10) business days after the 45th day after the Termination Date; and
(B) the date on continuation of coverage under all employee benefit insurance plans in which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice was a participant as of which Executive shall promptly provide the Company.
(c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to the extent such post-employment coverage is authorized by such plans, at FLIMCO’s expense with such periodic payments for such coverage(s) made for and during the period of twelve (12) after the Termination Date, provided, however, if post-employment coverage is not authorized under FLIMCO’s health insurance plan, then FLIMCO will pay Executive the premium cost for health insurance coverage that FLIMCO would have paid if Executive had continued being a participant in FLIMCO’s health insurance plan during such twelve month period.
(iv) In the event that Executive fails to execute the Release on or prior to the Release Expiration Date, Executive shall not be paid in accordance with entitled to any payments or benefits pursuant to Section 7(a)(iii). Notwithstanding the timing set forth in foregoing, if the Release could become effective during the calendar year following the calendar year of the Termination Date, then no such payments that constitute “deferred compensation” under Internal Revenue Code Section 3(b409A shall be made earlier than the first day of the calendar year following the calendar year of the Termination Date.
(b) (If Executive’s employment is terminated as a result of death or by the Parent Company for Cause or because of Disability, or if later, the sixtieth a termination of employment occurs pursuant to Section 6(e) as a result of Executive’s delivering a timely Non- Renewal Notice:
(60thi) day within ten (10) days following the Termination Date)., FLIMCO shall pay to Executive the Accrued Obligations; and
(eii) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day days following the Termination Date, equal FLIMCO shall reimburse Executive for reasonable expenses incurred, but not paid prior to the greater of: Termination Date.
(Ac) fifty percent Except for payments provided under Sections 7(a)(i), 7(a)(ii), and 7(b), all compensation and benefits paid pursuant to this Section 7 shall cease and Executive shall promptly return any amount paid under Section 7(a)(iii) to FLIMCO if Executive violates any of the terms of Sections 4 or 5 above during the Restricted Period. In addition to these remedies, the Parent Company, the Companies and the Holdings Group shall have all other remedies provided by this Agreement and by law for the breach of Sections 4 or 5 above.
(50%d) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for For purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving “Termination Date” means the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) date of the total voting power of outstanding stock of the surviving or resulting entity is then Executive’s “beneficially ownedseparation from service” (within the meaning of Rule 13d-3 under Section 409A of the Securities Exchange Act Internal Revenue Code of 19431986, as amended (the “Exchange ActCode”)) , and the regulations promulgated thereunder (“Section 409A”). For purposes of this Agreement, “Change in Control” means the aggregate by the stockholders first to occur of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.following events:
Appears in 1 contract
Samples: Employment Agreement (James River Group Holdings, Ltd.)
Compensation and Benefits Upon Termination. (a) The CompanyUpon termination of Executive’s obligation to compensate Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may employment hereunder, she shall be entitled to receive receive, in any case, any Base Salary pursuant to Section 3(a)(i) accrued but unpaid to the Termination Date. Any amount payable to Executive under this Section 6subparagraph shall be paid promptly, and in any event within thirty (30) days after the Termination Date.
(b) If the Company terminates Executive’s employment without is terminated as a result of a “For Cause or Executive resigns Event” pursuant to Section 13, except for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(ipayment of any amount required to be made by Section 16(a), (ii), from and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months following after the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary have no further obligation to continue such coverageExecutive hereunder, in each case, until the earlier of (A) the expiration of the eighteen (including without limitation any obligation pursuant to Section 18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
(c) If the Company (i) this Agreement terminates Executive’s employment for Cause or upon its scheduled expiration date (i.e. September 30, 2010 or, or, if the Executive has exercised his option to extend the Term in accordance with Section 2 hereof, September 30, 2011); or (ii) the Executive voluntarily terminates his/her employment without Good Reasonpursuant to Section 15(a), Executive shall, at the option of either the Company or if Executive’s employment ends due to his/her death, then Executive in the case of clause (i) or at the Company’s sole obligation shall be option in the case of clause (ii), for a period of up to pay Executive one (or his/her estate1) only the Accrued Payments.
(d) If year thereafter act as a consultant to the Company terminates Executive’s employment due pursuant to Disability or upon Executive’s death, which he shall make himself reasonably available to assist the Company shall pay Executive or his/her estatefor no more than 20 hours per month, in addition including being available via telephone to any short consult with respect to the day-to-day operations of the Company, its finances and financial condition, mergers and acquisitions, short-term or long term disability benefits that he/she may have received and/or be entitled to receiveand long-range business strategies, the Accrued Paymentsindustry trends and other business issues. In additionconsideration for performing these services, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in at a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, per annum rate equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of Base Salary, such per annum amount to be paid in substantially equal installments no less often than twice monthly.
(d) If the surviving or resulting entity Executive’s employment (but not consultancy) is then “beneficially owned” terminated (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)i) in the aggregate by the stockholders of the Company immediately prior her pursuant to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power14(i); or (vii) by the Company other than as a result of a “For Cause Event” pursuant to Section 13; or (iii) as a result of the death of the Executive, she shall be entitled to receive an amount equal to the product of the Base Salary multiplied by 3 (or $600,000). Notwithstanding the foregoing, if the Executive’s employment (but not consultancy) is terminated by the Company after a Change of Control has occurred for any reason other than as a result of a “For Cause Event” pursuant to Section 13, she shall be entitled to receive, upon the terms and subject to the conditions set forth in connection with a contested election of directorsSection 17, the persons who were directors Parachute Amount (as hereinafter defined in Section 17). Any amount payable to Executive under this subparagraph shall be paid promptly, and in any event within thirty (30) days after the Termination Date.
(e) If the Executive’s employment (but not consultancy) terminates as a result of a Change of Control pursuant to Section 14(ii), she shall be entitled to receive, upon the terms and subject to the conditions set forth in Section 17, the Parachute Amount. Any amount payable to Executive under this subparagraph shall be paid promptly, and in any event within thirty (30) days after the Termination Date.
(f) If the Executive’s employment is terminated by her pursuant to Section 14(i) or 14(ii) of this Agreement, or by the Company before such election other than as a result of a “For Cause Event” pursuant to Section 13, the Executive shall cease be entitled for the two (2) year period following the Termination Date, or if the Executive voluntarily terminates her employment pursuant to constitute a majority Section 15(a) of this Agreement, the Executive shall be entitled for the one (1) year period following the Termination Date, to maintain an office either at the Company’s Boardpremises comparable in size and location to the office maintained by Executive prior to the Termination Date and receive secretarial and clerical services, all at the Company’s expense, or, at Executive’s option, if the Company is not maintaining such offices at its place of business at which Executive performed her services at the Termination Date, then the Company shall reimburse the Executive for the cost of her maintaining a comparable office, secretarial and clerical services at such other location selected by Executive. If the Executive’s employment is terminated by her pursuant to Section 14(i) or 14(ii) of this Agreement, or by the Company other than as a result of a “For Cause Event” pursuant to Section 13, or if the Executive voluntarily terminates her employment pursuant to Section 15(a) of this Agreement, the Company shall for the two (2) year period following the Termination Date maintain and pay for Executive and her family, or reimburse Executive for the cost of medical, dental, and hospitalization benefits comparable to such benefits maintained by the Company during the twelve (12) months prior to the Termination Date.
(g) Executive shall have no obligation hereunder to seek or to accept any other employment after the Termination Date or otherwise to mitigate the payments required to be made by this Section. No compensation or other amount received or receivable by Executive on account of any employment or engagement after the Termination Date shall be offset against or deducted from any payment required to be made by this Section 16 or Section 17.
(h) In the event the Company terminates the Executive other than as a result of a “For Cause Event” pursuant to Section 13, or if the Executive’s employment is terminated by him pursuant to Section 14(i) or 14(ii) of this Agreement, Executive shall receive as her sole and exclusive remedy and damages the payments he would otherwise be entitled to receive under the applicable provisions of this Section 16 (and, if applicable, the other benefits provided under clause (g) of this Section 16).
(i) In the event Executive continues as a consultant to the Company pursuant to subparagraphs (c), (f)(i) or (f)(ii) of this Section16 and the consulting relationship is subsequently terminated (i) by the Company for any reason other than a For Cause Event; or (ii) by the Executive pursuant to Section 14(i); or (iii) as a result of the death of the Executive, the Company shall pay Executive (or her estate) any remaining amounts that would have otherwise been paid to her had she remained as a consultant to the end of the applicable consultancy term. Any amount payable to Executive (or her estate) under this subparagraph shall be paid promptly, and in any event within thirty (30) days after the date the Executive’s position as a consultant is terminated.
Appears in 1 contract
Samples: Employment Agreement (Pacific Magtron International Corp)
Compensation and Benefits Upon Termination. (a) The Company’s obligation In the event that the Company terminates this Agreement without cause or elects to compensate have the Term of this Agreement expire, or if Executive ceases on terminates this Agreement for Good Reason, Executive is entitled to receive:
(1) severance Pay in an amount equal to Executive's base salary for a period of eighteen (18) months after the Termination Date except as to: which shall be paid in accordance with the terms of Section 2 hereof;
(i2) the continuation at the Company's expense of coverage under all plans, insurance policies and other fringe benefits described in Section 2 hereof, for a period of eighteen (18) months after the Termination Date;
(3) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due discretionary bonus to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreementon the Executive's last day of employment; and and
(iv4) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6unused vacation and any non reimbursed reasonable business expenses.
(b) If Executive is terminated for cause, or due to disability, or the Company terminates Executive’s employment Executive resigns without Good Cause or Executive resigns for Good Reasonelects to have the Term of this Agreement expire, then the Company shall pay have no further obligations to Executive, except as provided in any stock option or other bonus or incentive plan to which Executive the payments referenced above in Subsections 6(a)(i), (ii)is entitled, and Executive shall have no further rights hereunder.
(iiic) If Executive is terminated for business performance, Executive is entitled to receive:
(collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e1) below: (i) the Company will severance pay Executive in an amount equal to his/her Base Salary as of Executive's base salary for twelve (12) months after the Termination Date which shall be paid in accordance with the terms of Section 2 hereof;
(2) the continuation at the Company's expense of coverage under all plans, insurance policies and other fringe benefits described in Section 2 hereof, for a period of twelve (12) months following after the Termination Date, payable through the Company’s regular payroll procedures termination date;
(the “Severance Pay”3) commencing any discretionary bonus to which Executive is entitled on the sixtieth (60th) Executive's last day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period)of employment; and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.and
(c4) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Paymentsany unused vacation and any non reimbursed reasonable business expenses.
(d) If The payment of severance pay is expressly conditioned upon Executive's execution of a Severance and Release Agreement by which Executive releases any and all legal claims Executive may have against the Company terminates Executive’s arising out of or relating to employment due with the Company. All compensation and benefits made pursuant to Disability this Section shall cease if Executive violates any of the terms of Sections 4 or upon Executive’s death5 during the-twelve (12) months following his last day of employment. In addition to this remedy, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP all other remedies provided by this Agreement and to the extent actually earned by law for the fiscal year in which such termination takes place, prorated based on the number breach of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) 4 or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired5 hereof.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.
Appears in 1 contract
Compensation and Benefits Upon Termination. (a) 4.1 The Company’s obligation to compensate Executive ceases on the Termination Date effective termination date except as to: (ia) any unpaid Base Salary amounts due or earned by Executive as of at that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (ivb) any compensation and/or benefits to which Executive she may be entitled to receive pursuant to this Section 64.2.
(b) 4.2 If the Company terminates Executive’s employment pursuant to Section 3.1 (without Cause Cause) or if Executive resigns for terminates Executive’s employment pursuant to Section 3.3 (Good Reason), then the Company’s sole obligations shall be to pay Executive:
(a) amounts due on the effective termination date; and
(b) an amount equal to twelve (12) months of Executive’s then current base salary (less any applicable taxes and withholdings) with payment of such amount to be made in substantially equal installments on the same payroll schedule applicable to Executive immediately prior to her separation from service. Such payments shall commence on the first such payroll date following the sixtieth (60th) day following her separation from service provided that she has returned by such sixtieth (60th) day an executed, customary Release of all claims provided by the Company and any revocation period in the Release has expired without a revocation occurring. In addition, the Company shall pay Executive any accrued, earned and unpaid bonus pursuant to Section 2.4. The Company will also reimburse the payments referenced above in Subsections 6(a)(i), (ii), and (iii) (collectively, Executive for the “Accrued Payments”). In addition, subject cost to continue Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date family’s health insurance under COBRA for a period of twelve (12) months following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Companymonths.
(c) 4.3 If the Company terminates Executive’s employment for Cause as provided in Section 3.2 or if the Executive terminates his/her employment pursuant to Section 3.1 (without Good Reason, or if Executive’s employment ends due to his/her death), then the Company’s sole obligation shall be to pay Executive amounts due or earned on the effective termination date. Executive, except when employment terminates pursuant to Section 3.2(a) (or his/her estate) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due death), shall continue to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision 5 of this Agreement to the contrary, the upon expiration or termination of this Agreement.
4.4 The Company’s obligation to make any payments or to provide any the payment and benefits under Sections 6(b) or Section 6(d) above 4.2 is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of all claims agreement in a form satisfactory to the Company (the “Release AgreementRelease”) and his/her compliance with the covenants in Sections 8Non-Competition Agreement, 9, 10, 11, 13 and 15 of this Agreementas defined herein. If Executive chooses not to timely execute such the Release Agreement, (or revokes the Release Agreement, Release) or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Non-Competition Agreement, then the Company’s obligation to compensate him/her ceases shall cease on the effective Termination Date termination date except as to amounts due as of the Accrued Paymentsdate of termination. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date her separation from service, and Executive must execute it within the twenty-one (21) or time period specified in the Release, which shall not be longer than forty-five (45) day time period specified in days from the date of receipt. Such Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) 4.5 Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) as set forth in this Agreement, (ii) Agreement or otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to afforded Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliatesCompany. Nothing in this Agreement Agreement, however, is intended to waive or supplant any accrued death, disability, accidental death and dismembermentor other insurance or retirement, retirement 401 (k401(k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.
Appears in 1 contract
Samples: Executive Employment Agreement (Alpha Healthcare Acquisition Corp.)
Compensation and Benefits Upon Termination. (a) The CompanyIf, during the Term, the Parent Company and the Company terminate Executive’s obligation employment without Cause, there is a Companies’ Non-Renewal Termination, or Executive terminates her employment for Good Reason, then:
(i) as soon as practicable following such termination but no later than ten (10) days after the Termination Date (as defined below), the Company shall pay to compensate Executive ceases her accrued but yet unpaid base salary earned through the Termination Date and any accrued, but unused vacation pay through the Termination Date (the “Accrued Obligations”);
(ii) within forty-five (45) days following the Termination Date, the Company shall reimburse Executive pursuant to Section 2(e)(iv)for reasonable expenses incurred, but not paid prior to the Termination Date;
(iii) any accrued but unpaid Tax Equalization Policy obligations of the Company shall be paid in accordance with such policy, and relocation expenses shall be reimbursed pursuant to Section 2(e)(iii)(B); and
(iv) subject to the execution and delivery of a general release (which release shall not alter or result in the waiver of Executive’s right to exercise the portion of any stock options that vested through the Termination Date, or any rights under this Section 7(a)) in a form acceptable to the Parent Company and the Company within thirty (30) days after the Termination Date (the “Release Expiration Date”), which release has not been revoked, Executive is entitled to receive:
(1) a gross amount equal to (x) Executive’s base salary in effect on the Termination Date except divided by (y) twelve (12), per month, subject to any applicable deductions and withholdings, for a period of eighteen (18) months after the Termination Date, which shall be paid in periodic installments by the Company in accordance with the Company’s normal payroll practices in effect as to: of the Termination Date commencing on the first payroll cycle which is at least forty-five (i45) days after the Termination Date, unless such payments are required to be delayed pursuant to Section 8 below; and
(2) the continuation of coverage under all employee benefit insurance plans in which Executive was a participant as of the Termination Date, to the extent such post-employment coverage is authorized by such plans, at the Company’s expense for a period of 12 months after the Termination Date, provided, however, if post-employment coverage is not authorized under the Company’s health insurance plan, then the Company will pay Executive the premium cost for health insurance coverage that the Company would have paid if Executive had continued being a participant in the Company’s health insurance plan during such twelve month period, and such amount shall be paid at the time such premiums would have been paid if executive had continued being a participant in the Company’s health insurance plan during such twelve month period; and
(3) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due discretionary cash bonus awarded to Executive pursuant for the year prior to the MIP; year in which the Termination Date occurs, which shall be paid in a lump sum on the normal bonus payment date.
(iiiv) any business expenses for which Executive is entitled In the event that Employee fails to reimbursement under this Agreement; and (iv) any compensation and/or benefits execute the Release on or prior to which Executive may the Release Expiration Date, Employee shall not be entitled to receive any payments or benefits pursuant to this Section 67(a) (iv). Notwithstanding the foregoing, if the Release could become effective during the calendar year following the calendar year of the Termination Date, then no such payments that constitute “deferred compensation” under Internal Revenue Code Section 409A shall be made earlier than the first day of the calendar year following the calendar year of the Termination Date.
(b) If the Company terminates Executive’s employment without is terminated as a result of death or by the Company for Cause or Executive resigns for Good Reasonbecause of Disability, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(i), (ii), and (iii) (collectively, the “Accrued Payments”). In addition, subject to or if a termination of employment occurs as a result of Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: delivering a timely Non-Renewal Notice:
(i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve within ten (1210) months days following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay to Executive the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.Accrued Obligations;
(cii) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day days following the Termination Date, equal the Company shall reimburse Executive for reasonable expenses incurred, but not paid prior to the greater of: Termination Date; and
(Aiii) fifty percent any accrued but unpaid Tax Equalization Policy obligations of the Company shall be paid in accordance with such policy.
(50%c) Except for payments provided under Sections 7(a)(i), 7(a)(ii), 7(a)(iii) and 7(b), all compensation and benefits paid pursuant to this Section 7 shall cease and Executive shall promptly return any amount paid under Section 7(a)(iv) to the Company if Executive violates any of Executive’s then Base Salarythe terms of Sections 4 or 5 above during the Restricted Period. In addition to these remedies, the Parent Company and the Company shall have all other remedies provided by this Agreement and by law for the breach of Sections 4 or 5 above.
(Bd) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for For purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving “Termination Date” means the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) date of the total voting power of outstanding stock of the surviving or resulting entity is then Executive’s “beneficially ownedseparation from service” (within the meaning of Rule 13d-3 under Section 409A of the Securities Exchange Act Internal Revenue Code of 19431986, as amended (the “Exchange ActCode”)) in , and the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; regulations promulgated thereunder (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power409A”); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.”
Appears in 1 contract
Samples: Employment Agreement (James River Group Holdings, Ltd.)
Compensation and Benefits Upon Termination. (a) The Company’s obligation to compensate Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6.
(b) If the Company terminates Executive’s employment without Cause during the Term, or there is a Company Non-Renewal Termination, or Executive resigns terminates his employment for Good ReasonReason during the Term, then then:
(i) as soon as practicable following such termination but no later than ten (10) days after the Termination Date (as defined below), the Company shall pay to Executive his accrued but yet unpaid base salary earned through the payments referenced above in Subsections 6(a)(iTermination Date and any accrued, but unused vacation pay through the Termination Date (the “Accrued Obligations”), ;
(ii)) within forty-five (45) days following the Termination Date, and the Company shall reimburse Executive for reasonable expenses incurred, but not paid prior to the Termination Date;
(iii) any accrued but unpaid Tax Equalization Policy obligations of the Company shall be paid in accordance with such policy; and
(collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and iv) subject to the requirements execution and delivery of a general release (which Release shall not alter or result in the waiver of Executive’s right to exercise the portion of any stock option or other equity award that vested through the Termination Date, or any rights under this Section 6(e7(a)) below: (i) in a form acceptable to the Company will pay (“Release”) within forty five (45) days after the Termination Date (the “Release Expiration Date”), which Release has not been revoked, Executive is entitled to receive:
(1) (A) in the event of a termination without Cause or for Good Reason (I) before a Change in Control (as defined in Section 7(d)), an amount equal to his/her Base Salary as Executive’s base salary for a period of eighteen (18) months after the Termination Date Date, or (II) within twelve (12) months after a Change in Control, an amount equal to Executive’s base salary for a period of twenty-four (24) months after the Termination Date, or (B) in the event of a Company Non-Renewal Termination, an amount equal to Executive’s base salary for a period of twelve (12) months after the Termination Date, which, in any case, shall be paid in periodic installments in accordance with the Company’s normal payroll practices commencing on the first payroll cycle on or after the 45th day after the Termination Date, unless such amount is required to be delayed pursuant to Section 8 below;
(2) the continuation of coverage under all employee benefit insurance plans in which Executive was a participant as of the Termination Date, to the extent such post-employment coverage is authorized by such plans, at the Company’s expense for a period of twelve (12) months after the Termination Date, provided, however if post-employment coverage is not authorized under the Company’s health insurance plan, then the Company will pay Executive the premium cost for health insurance coverage that the Company would have paid if Executive had continued being a participant in the Company’s health insurance plan during such twelve month period; and
(3) any unpaid discretionary bonus awarded to Executive for the year prior to the year in which the Termination Date occurs, which shall be paid in a lump sum on the normal bonus payment date.
(v) In the event that Executive fails to execute the Release on or prior to the Release Expiration Date, Executive shall not be entitled to any payments or benefits pursuant to Section 7(a)(iii). Notwithstanding the foregoing, if the Release could become effective during the calendar year following the calendar year of the Termination Date, then no such payments that constitute “deferred compensation” under Internal Revenue Code Section 409A shall be made earlier than the first day of the calendar year following the calendar year of the Termination Date.
(b) If Executive is terminated by the Company for Cause or due to death or Disability, or if an Executive Non-Renewal Termination occurs pursuant to Section 6(e):
(i) within ten (10) days following the Termination Date, payable through the Company’s regular payroll procedures (Company shall pay to Executive the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and Accrued Obligations;
(ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended within forty-five (“COBRA”), the Company shall, on the sixtieth (60th45) day days following the Termination Date, the Company shall reimburse Executive for the entire amount of any premiums reasonable expenses incurred, but not paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Termination Date; and
(iii) any accrued but unpaid Tax Equalization Policy obligations of the Company shall pay the entire premium necessary to continue be paid in accordance with such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Companypolicy.
(c) If Executive violates any of the terms of Sections 4 or 5 above during the Restricted Period, then, except for payments provided under Sections 7(a)(i), 7(a)(ii), 7(a)(iii) and 7(b), all compensation and benefits paid pursuant to this Section 7 shall cease and Executive shall promptly return any amount paid under Section 7(a)(iv) to the Company. In addition to these remedies, the Company terminates Executive’s employment shall have all other remedies provided by this Agreement and by law for Cause the breach of Sections 4 or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments5 above.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for For purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving “Termination Date” means the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) date of the total voting power of outstanding stock of the surviving or resulting entity is then Executive’s “beneficially ownedseparation from service” (within the meaning of Rule 13d-3 under Section 409A of the Securities Exchange Act Internal Revenue Code of 19431986, as amended (the “Exchange ActCode”)) , and the regulations promulgated thereunder (“Section 409A”).” For purposes of this Agreement, “Change in Control” means (and, for purposes of this definition only, capitalized terms have the meaning defined in the aggregate by Xxxxx River Group Holdings, Ltd. Long-Term Incentive Plan, as amended the stockholders “Plan”) the first to occur of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.following events:
Appears in 1 contract
Samples: Employment Agreement (James River Group Holdings, Ltd.)
Compensation and Benefits Upon Termination. (a) 5.1 The Company’s obligation to compensate Executive ceases on the Termination Date effective termination date except as to: (i) any unpaid Base Salary earned by Executive as of amounts due at that time; (ii) any unpaid amount actually earned and subsequently due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreementplan described in Section 3.2; and (iviii) any compensation and/or benefits to which Executive he may be entitled to receive pursuant to this Section 6Sections 5.2,5.3,5.4 or 5.5.
(b) 5.2 If the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(i), pursuant to Sections 4.1 (ii), and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
non-renewal) or 4.2 (c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her deathcause), then the Company’s sole obligation shall be to pay Executive: (i) amounts due on the effective termination date; (ii) any amounts subsequently due pursuant to the plan described in Section 3.2; and (iii) subject to Executive’s compliance with Sections 6,7,8 and 9 and subject to Sections 3.7 and 5.6, an amount equal to his then current monthly salary (less applicable withholdings) for eighteen (18) months, decreasing to twelve (12) months after two (2) full years of employment, payable in equal monthly installments. The Executive shall have no duty to mitigate with respect to his entitlement to or receipt of any payment described in this Section 5.2
5.3 During the period during which Executive receives post-termination payments pursuant to Section 5.2, he may continue to participate, to the extent permitted by the applicable plans and subject to their terms, conditions and eligibility requirements, in all employee welfare benefits plans (as defined by the Employee Retirement Income Security Act of 1974, as amended) in which Executive participated on his effective termination date. The Company will pay or, at the Company’s discretion, reimburse Executive for the premiums actually paid, to continue coverage under such plans during the period. Notwithstanding the Company’s payment of or his/her estate) only reimbursement for the Accrued Paymentspremiums, any coverage under such plans shall be subject to the terms, conditions and eligibility requirements of such plans, and nothing in this Section shall constitute any guaranty of coverage.
(d) 5.4 If the Company terminates Executive’s employment due as provided in Sections 4.3 (i) (death), (ii) (physical or mental inability to Disability perform), (iii) (materially harmful acts or upon omissions), or (iv) (Executive’s deathmaterial breach) or if the Executive terminates his employment pursuant to Section 4.1 (notice of non-renewal) or Section 4.2 (without cause), then the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive Company’s sole obligation shall be eligible to receive payment of pay Executive: (i) amounts due on the Target Bonus as set forth effective termination date and (ii) any amounts subsequently due pursuant to the plan described in Section 3(b) above3.2. Executive, subject except when employment terminates pursuant to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b4.3(i) (or if laterdeath), the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision shall comply with Sections 6,7,8 and 9 of this Agreement upon expiration or termination of this Agreement.
5.5 If Executive terminates the employment relationship as a result of the Company’s failure to cure its material breach of this Agreement after he has given the contraryCompany notice of the material breach and 30 days in which to cure the breach (or such longer period as may be reasonably required to cure the breach as long as the Company is making good faith efforts to do so), pursuant to Section 4.4 of this Agreement, then the Company’s sole obligation to Executive in lieu of any other damages or other relief to which he otherwise may be entitled shall be (i) an amount equal to amounts due at the time of his termination; and (ii) subject to Executive’s compliance with Sections 6, 7, 8 and 9 and subject to Sections 3.7 and 5.6, continued payments in an amount equal to his then current monthly salary (less applicable withholdings) for eighteen (18) months., decreasing to twelve (12) months after two (2) full years of employment, payable in equal monthly installments. The Executive shall have no duty to mitigate with respect to his entitlement to or receipt of any payment described in this Section 5.5.
5.6 The Company’s obligation to make any provide the payments or to provide any benefits under Sections 6(b) or Section 6(d) above 5.2 and 5.5 is subject to and conditioned upon Executive’s execution of an enforceable release of all claims and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her his compliance with the covenants in Sections 86, 97, 10, 11, 13 8 and 15 9 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, a release or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreementthese sections, then the Company’s obligation to compensate him/her ceases on the effective Termination Date termination date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day amounts due at that time period specified in the Release Agreement. The Release Agreement and any payments amount subsequently due following its execution by Executive shall not be effective until any applicable revocation period has expiredpursuant to the plan described in Section 3.2.
(f) 5.7 Executive is not entitled to receive any compensation or benefits upon his/her his termination except as: (i) set forth in this Agreement, ; (ii) otherwise required by applicable law, ; or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she he participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement Agreement, however, is intended to waive or supplant any accrued death, disability, accidental death and dismembermentretirement, retirement 401 (k401(k) or pension benefits of the Company to which he/she he may be entitled under employee benefit plans of the Company in which he/she he participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.
Appears in 1 contract
Samples: Executive Employment Agreement (Quintiles Transnational Holdings Inc.)
Compensation and Benefits Upon Termination. (a) The Company’s obligation a. In the event that the Company terminates this Agreement without cause or elects to compensate have the Term of this Agreement expire, or if Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses terminates this Agreement for which Good Reason, Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6.receive:
(b) If the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(i), (ii), and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as Executive's base salary for a period of thirty-six (36) months after the Termination Date in accordance with the terms of Section 2 hereof;
(ii) the continuation at the Company's expense of coverage under all plans, insurance policies and other fringe benefits described in Section 2 hereof, for a period of twelve (12) months following after the Termination Date, payable through the Company’s regular payroll procedures ;
(the “Severance Pay”iii) commencing any discretionary bonus to which Executive is entitled on the sixtieth Executive's last day of employment; and
(60thiv) day following the Termination Date (with the first payment including a catch-up payment any unused vacation and any non reimbursed reasonable business expenses.
b. If Executive is terminated for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985cause, as amended (“COBRA”)or due to disability, the Company shallshall have no further obligations to Executive, on the sixtieth except as provided in any stock option or other bonus or incentive plan to which Executive is entitled, and Executive shall have no further rights hereunder.
c. If Executive is terminated for business performance, Executive is entitled to receive:
(60thi) day following the Termination Date, reimburse Executive an amount equal to Executive's base salary for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following months after the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
(c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid Date in accordance with the timing set forth in terms of Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).2 hereof;
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable lawthe continuation at the Company's expense of coverage under all plans, or insurance policies and other fringe benefits described in Section 2 hereof, for a period of twelve months after the termination date;
(iii) otherwise specifically required by any employee benefit plan discretionary bonus to which Executive is entitled on the Executive's last day of employment; and
(iv) any unused vacation and any non reimbursed reasonable business expenses.
d. All compensation and benefits made pursuant to this Section shall cease if Executive violates any of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and Sections 4 or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within 5 during the twelve (12) month period months following a Change in Controlhis last day of employment. In addition to this remedy, as defined below, Executive is terminated without Cause or he/she resigns the Company shall have all other remedies provided by this Agreement and by law for Good Reason, but in either case subject to the provisions breach of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in 4 or Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board5 hereof.
Appears in 1 contract
Compensation and Benefits Upon Termination. (a) The Company’s obligation to compensate Executive ceases on If, during the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to Term, the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6.
(b) If the Parent Company terminates Executive’s employment without Cause Cause, there is a Company Non-Renewal Termination, or Executive resigns terminates his employment for Good Reason, then then:
(i) as soon as practicable following such termination but no later than ten (10) days after the Company Termination Date (as defined below), FLIMCO shall pay to Executive his accrued but yet unpaid base salary earned through the payments referenced above in Subsections 6(a)(iTermination Date and any accrued, but unused vacation pay through the Termination Date (the “Accrued Obligations”), ;
(ii)) within forty-five (45) days following the Termination Date, and FLIMCO shall reimburse Executive for reasonable expenses incurred, but not paid prior to the Termination Date;
(iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements execution and delivery of a general release (which release shall not alter or result in the waiver of Executive’s right to exercise the portion of any stock option or other equity award that vested through the Termination Date, or any rights under this Section 6(e7(a)) below: in a form acceptable to the Parent Company within forty five (i45) days after the Company will pay Termination Date (the “Release Expiration Date”), which release has not been revoked, Executive is entitled to receive:
(A) In the event of a termination without Cause or for Good Reason (I) before or 12 months or more after a Change in Control (as defined in Section 7(d)), an amount equal to his/her Base Salary as Executive's base salary for a period of eighteen (18) months after the Termination Date Date, or (II) within twelve (12) months after a Change in Control, an amount equal to Executive's base salary for a period of thirty (30) months after the Termination Date, or (B) in the event of a Company Non-Renewal Termination, an amount equal to Executive's base salary for a period of twelve (12) months after the Termination Date, which, in any case shall be paid in periodic installments in accordance with FLIMCO's normal payroll practices in effect as of the Termination Date commencing on the first payroll cycle which is at least ten (10) business days after the 45th day after the Termination Date;
(B) the continuation of coverage under all employee benefit insurance plans in which Executive was a participant as of the Termination Date, to the extent such post-employment coverage is authorized by such plans, at FLIMCO’s expense for the period of eighteen (18) after the Termination Date (for a termination without Cause or for Good Reason) or the period of twelve (12) months after the Termination Date (for a Company Non-Renewal Termination), provided, however if post-employment coverage is not authorized under such health insurance plan, then FLIMCO will pay Executive the premium cost for health insurance coverage that FLIMCO would have paid if Executive had continued being a participant in such health insurance plan during the applicable 12 month or 18 month period; and
(C) any unpaid discretionary bonus awarded to Executive for the year prior to the year in which the Termination Date occurs, which shall be paid in a lump sum on the normal bonus payment date for Parent Company bonuses for such preceding fiscal year.
(iv) In the event that Executive fails to execute the Release on or prior to the Release Expiration Date, Executive shall not be entitled to any payments or benefits pursuant to Section 7(a)(iii). Notwithstanding the foregoing, if the Release could become effective during the calendar year following the calendar year of the Termination Date, then no such payments that constitute “deferred compensation” under Internal Revenue Code Section 409A shall be made earlier than the first day of the calendar year following the calendar year of the Termination Date.
(b) If Executive’s employment is terminated as a result of death or by the Parent Company for Cause or because of Disability, or if a termination of employment occurs pursuant to Section 6(e) as a result of Executive’s delivering a timely Non- Renewal Notice:
(i) within ten (10) days following the Termination Date, payable through FLIMCO shall pay to Executive the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period)Accrued Obligations; and and
(ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
(c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day days following the Termination Date, equal FLIMCO shall reimburse Executive for reasonable expenses incurred, but not paid prior to the greater of: Termination Date.
(Ac) fifty percent Except for payments provided under Sections 7(a)(i), 7(a)(ii), and 7(b), all compensation and benefits paid pursuant to this Section 7 shall cease and Executive shall promptly return any amount paid under Section 7(a)(iii) to FLIMCO if Executive violates any of the terms of Sections 4 or 5 above during the Restricted Period. In addition to these remedies, the Parent Company, the Companies and the Holdings Group shall have all other remedies provided by this Agreement and by law for the breach of Sections 4 or 5 above.
(50%d) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for For purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving “Termination Date” means the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.date of
Appears in 1 contract
Samples: Employment Agreement (James River Group Holdings, Ltd.)
Compensation and Benefits Upon Termination. (a) The Company’s obligation to compensate Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6.
(b) If the Company terminates Executive’s employment without Cause during the Term, or there is a Company Non-Renewal Termination, or Executive resigns terminates his employment for Good ReasonReason during the Term, then then:
(i) as soon as practicable following such termination but no later than ten (10) days after the Termination Date (as defined below), the Company shall pay to Executive his accrued but yet unpaid base salary earned through the payments referenced above in Subsections 6(a)(iTermination Date and any accrued, but unused vacation pay through the Termination Date (the “Accrued Obligations”), ;
(ii)) within forty-five (45) days following the Termination Date, and the Company shall reimburse Executive for reasonable expenses incurred, but not paid prior to the Termination Date;
(iii) any accrued but unpaid Tax Equalization Policy obligations of the Company shall be paid in accordance with such policy; and
(collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and iv) subject to the requirements execution and delivery of a general release (which Release shall not alter or result in the waiver of Executive’s right to exercise the portion of any stock option or other equity award that vested through the Termination Date, or any rights under this Section 6(e7(a)) below: (i) in a form acceptable to the Company will pay (“Release”) within forty five (45) days after the Termination Date (the “Release Expiration Date”), which Release has not been revoked, Executive is entitled to receive:
(1) (A) in the event of a termination without Cause or for Good Reason (I) before a Change in Control (as defined in Section 7(d)), an amount equal to his/her Base Salary as Executive’s base salary for a period of eighteen (18) months after the Termination Date Date, or (II) within twelve (12) months after a Change in Control, an amount equal to Executive’s base salary for a period of twenty-four (24) months after the Termination Date, or (B) in the event of a Company Non-Renewal Termination, an amount equal to Executive’s base salary for a period of twelve (12) months after the Termination Date, which, in any case, shall be paid in periodic installments in accordance with the Company’s normal payroll practices commencing on the first payroll cycle on or after the 45th day after the Termination Date, unless such amount is required to be delayed pursuant to Section 8 below;
(2) the continuation of coverage under all employee benefit insurance plans in which Executive was a participant as of the Termination Date, to the extent such post-employment coverage is authorized by such plans, at the Company’s expense for a period of twelve (12) months after the Termination Date, provided, however if post-employment coverage is not authorized under the Company’s health insurance plan, then the Company will pay Executive the premium cost for health insurance coverage that the Company would have paid if Executive had continued being a participant in the Company’s health insurance plan during such twelve month period; and
(3) any unpaid discretionary bonus awarded to Executive for the year prior to the year in which the Termination Date occurs, which shall be paid in a lump sum on the normal bonus payment date.
(v) In the event that Executive fails to execute the Release on or prior to the Release Expiration Date, Executive shall not be entitled to any payments or benefits pursuant to Section 7(a)(iii). Notwithstanding the foregoing, if the Release could become effective during the calendar year following the calendar year of the Termination Date, then no such payments that constitute “deferred compensation” under Internal Revenue Code Section 409A shall be made earlier than the first day of the calendar year following the calendar year of the Termination Date.
(b) If Executive is terminated by the Company for Cause or due to death or Disability, or if an Executive Non-Renewal Termination occurs pursuant to Section 6(e):
(i) within ten (10) days following the Termination Date, payable through the Company’s regular payroll procedures (Company shall pay to Executive the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and Accrued Obligations;
(ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended within forty-five (“COBRA”), the Company shall, on the sixtieth (60th45) day days following the Termination Date, the Company shall reimburse Executive for the entire amount of any premiums reasonable expenses incurred, but not paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Termination Date; and
(iii) any accrued but unpaid Tax Equalization Policy obligations of the Company shall pay the entire premium necessary to continue be paid in accordance with such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Companypolicy.
(c) Upon termination of Executive’s employment for any reason, the Company will repatriate Executive and Executive’s dependent family members (one return airline ticket each) to a location in the United States of Executive’s choice, but should Executive commence alternative employment in Bermuda, the Company will no longer be responsible for Executive’s repatriation. If the Company terminates Executive’s employment for without Cause during the Term, or there is a Company Non-Renewal Termination, or if the Executive terminates his/her his employment without for Good Reason, or if Executive’s employment ends due as result of death, Disability, or an Executive Non-Renewal Termination pursuant to his/her deathSection 6(e), then the CompanyCompany will also pay Executive’s sole obligation shall be documented, reasonable additional relocation expenses to pay a location in the United States for Executive and Executive’s family (or his/her estateExecutive’s family in the event of death) only that are incurred within three (3) months after the Accrued PaymentsTermination Date, which will be paid by the end of the month following the month in which documentation is submitted. The conditions for reimbursement of business expenses set forth in Section 2(c)(ii) apply to the reimbursement of relocation expenses.
(d) If Executive violates any of the Company terminates Executive’s employment due terms of Sections 4 or 5 above during the Restricted Period, then, except for payments provided under Sections 7(a)(i), 7(a)(ii), 7(a)(iii) and 7(b), all compensation and benefits paid pursuant to Disability or upon Executive’s deaththis Section 7 shall cease and Executive shall promptly return any amount paid under Section 7(a)(iv) to the Company. In addition to these remedies, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP all other remedies provided by this Agreement and to the extent actually earned by law for the fiscal year in which such termination takes place, prorated based on the number breach of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (Sections 4 or if later, the sixtieth (60th) day following the Termination Date)5 above.
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for For purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving “Termination Date” means the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) date of the total voting power of outstanding stock of the surviving or resulting entity is then Executive’s “beneficially ownedseparation from service” (within the meaning of Rule 13d-3 under Section 409A of the Securities Exchange Act Internal Revenue Code of 19431986, as amended (the “Exchange ActCode”)) , and the regulations promulgated thereunder (“Section 409A”).” For purposes of this Agreement, “Change in Control” means (and, for purposes of this definition only, capitalized terms have the meaning defined in the aggregate by Xxxxx River Group Holdings, Ltd. Long-Term Incentive Plan, as amended the stockholders “Plan”) the first to occur of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.following events:
Appears in 1 contract
Samples: Employment Agreement (James River Group Holdings, Ltd.)
Compensation and Benefits Upon Termination. (a) The CompanyIf, during the Term, the Parent Company and the Company terminate Executive’s obligation employment without Cause, there is a Companies’ Non-Renewal Termination, or Executive terminates his employment for Good Reason, then:
(i) as soon as practicable following such termination but no later than ten days after the Termination Date (as defined below), the Company shall pay to compensate Executive ceases his accrued but yet unpaid base salary earned through the Termination Date and any accrued, but unused vacation pay through the Termination Date (the “Accrued Obligations”);
(ii) within 45 days following the Termination Date, the Company shall reimburse Executive for reasonable expenses incurred, but not paid prior to the Termination Date;
(iii) any accrued but unpaid Tax Equalization Policy obligations of the Company shall be paid in accordance with such policy; and
(iv) subject to the execution and delivery of a general release (which release shall not alter or result in the waiver of Executive’s right to exercise the portion of any stock options that vested through the Termination Date, or any rights under this Section 7(a)) in a form acceptable to the Parent Company and the Company within 30 days after the Termination Date (the “Release Expiration Date”), which release has not been revoked, Executive is entitled to receive:
(1) a gross amount equal to (x) Executive’s base salary in effect on the Termination Date except divided by (y) 12, per month, subject to any applicable deductions and withholdings, for a period of 36 months after the Termination Date, which shall be paid in periodic installments by the Company in accordance with the Company’s normal payroll practices in effect as to: of the Termination Date commencing on the first payroll cycle which is at least 45 days after the Termination Date, unless such payments are required to be delayed pursuant to Section 8 below;
(i2) the continuation of coverage under all employee benefit insurance plans in which Executive was a participant as of the Termination Date, to the extent such post-employment coverage is authorized by such plans, at the Company’s expense for a period of 12 months after the Termination Date, provided, however if post-employment coverage is not authorized under the Company’s health insurance plan, then the Company will pay Executive the premium cost for health insurance coverage that the Company would have paid if Executive had continued being a participant in the Company’s health insurance plan during such twelve month period, and such amount shall be paid at the time such premiums would have been paid if Executive had continued being a participant in the Company’s health insurance plan during such twelve month period; and
(3) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due discretionary bonus awarded to Executive pursuant for the year prior to the MIP; year in which the Termination Date occurs, which shall be paid in a lump sum on the normal bonus payment date.
(iiiv) any business expenses for which Executive is entitled In the event that Employee fails to reimbursement under this Agreement; and (iv) any compensation and/or benefits execute the Release on or prior to which Executive may the Release Expiration Date, Employee shall not be entitled to receive any payments or benefits pursuant to this Section 67(a)(iv). Notwithstanding the foregoing, if the Release could become effective during the calendar year following the calendar year of the Termination Date, then no such payments that constitute “deferred compensation” under Internal Revenue Code Section 409A shall be made earlier than the first day of the calendar year following the calendar year of the Termination Date.
(b) If the Company terminates Executive’s employment without is terminated as a result of death or by the Company for Cause or Executive resigns for Good Reasonbecause of Disability, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(i), (ii), and (iii) (collectively, the “Accrued Payments”). In addition, subject to or if a termination of employment occurs as a result of Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: delivering a timely Non-Renewal Notice:
(i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months within ten days following the Termination Date, payable through the Company’s regular payroll procedures (Company shall pay to Executive the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and Accrued Obligations;
(ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day within 45 days following the Termination Date, the Company shall reimburse Executive for the entire amount of any premiums reasonable expenses incurred, but not paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Termination Date; and
(iii) any accrued but unpaid Tax Equalization Policy obligations of the Company shall pay the entire premium necessary to continue be paid in accordance with such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Companypolicy.
(c) If Except for payments provided under Sections 7(a)(i), 7(a)(ii), 7(a)(iii) and 7(b), all compensation and benefits paid pursuant to this Section 7 shall cease and Executive shall promptly return any amount paid under Section 7(a)(iv) to the Company terminates Executive’s employment if Executive violates any of the terms of Sections 4 or 5 above during the Restricted Period. In addition to these remedies, the Parent Company and the Company shall have all other remedies provided by this Agreement and by law for Cause the breach of Sections 4 or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments5 above.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for For purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving “Termination Date” means the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) date of the total voting power of outstanding stock of the surviving or resulting entity is then Executive’s “beneficially ownedseparation from service” (within the meaning of Rule 13d-3 under Section 409A of the Securities Exchange Act Internal Revenue Code of 19431986, as amended (the “Exchange ActCode”)) in , and the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; regulations promulgated thereunder (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power409A”); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.”
Appears in 1 contract
Samples: Employment Agreement (James River Group Holdings, Ltd.)
Compensation and Benefits Upon Termination. (a) 5.1 The Company’s 's obligation to compensate Executive ceases on the Termination Date effective termination date except as to: (i) any unpaid Base Salary earned by Executive as of amounts due at that time; (ii) any unpaid amount actually earned and subsequently due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreementplan described in Section 3.2; and (iviii) any compensation and/or benefits to which Executive he may be entitled to receive pursuant to this Section 6Sections 5.2, 5.3, 5.4 or 5.5.
(b) 5.2 If the Company terminates Executive’s 's employment pursuant to Sections 4.1 (notice of non-renewal) or 4.2 (without Cause cause), or if Executive resigns for Good Reasonterminates Executive's employment pursuant to Section 4.4 (breach of Agreement), then the Company Company's sole obligation to Executive in lieu of any other damages or other relief to which he otherwise may be entitled, shall be to pay Executive Executive: (i) amounts due on the payments referenced above in Subsections 6(a)(i), effective date of the termination; (ii), ) any amounts subsequently due pursuant to the plan described in Section 3.2; and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s 's compliance with Sections 8, 9, 10, 11, 13 6,7,8 and 15 of this Agreement 9 and subject to Sections 3.7 and 5.6 (release), 24 monthly payments where each payment equals executive's monthly rate of base salary in effect at the requirements time of such termination multiplied by 1.55, less applicable withholdings.
5.3 During the period during which Executive receives post-termination payments pursuant to Section 6(e5.2 (but in no event after the date the Executive becomes eligible for comparable coverage) below: he may continue to participate, to the extent permitted by the applicable plans and subject to their terms, conditions and eligibility requirements, in all employee welfare benefits plans (ias defined by the Employee Retirement Income Security Act of 1974, as amended) the in which Executive participated on his effective termination date. The Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months following the Termination Dateor, payable through at the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date's discretion, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary actually paid, to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide such plans during the period. Notwithstanding the Company's payment of or reimbursement for the premiums, any coverage under such plans shall be subject to the terms, conditions and eligibility requirements of such plans, and nothing in this Section shall constitute any guaranty of coverage.
(c) 5.4 If the Company terminates Executive’s 's employment for Cause as provided in Sections 4.3 (i) (death), (ii) (physical or mental inability to perform), (iii) (materially harmful acts or omissions), (iv) (other reasons recognized as "cause") or (v) (Executive's material breach) or if the Executive terminates his/her his employment pursuant to Section 4.1 (notice of non-renewal) or Section 4.2 (without Good Reason, or if Executive’s employment ends due to his/her deathcause), then the Company’s 's sole obligation shall be to pay Executive Executive: (or his/her estatei) only amounts due on the Accrued Payments.
effective termination date and (dii) If any amounts subsequently due pursuant to the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth plan described in Section 3(b) above3.2. Executive, subject except when employment terminates pursuant to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b4.3(i) (or if laterdeath), the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision shall comply with Sections 6,7,8 and 9 of this Agreement to the contrary, the upon expiration or termination of this Agreement.
5.5 The Company’s 's obligation to make any provide the payments or to provide any benefits under Sections 6(b) or Section 6(d) above 5.2 is subject to and conditioned upon Executive’s 's execution of an enforceable release of all claims and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her his compliance with the covenants in Sections 86, 97, 10, 11, 13 8 and 15 9 of this Agreement, in a format similar to that attached hereto. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, a release or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreementthese sections, then the Company’s 's obligation to compensate him/her him ceases on the effective Termination Date termination date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day amounts due at that time period specified in the Release Agreement. The Release Agreement and any payments amount subsequently due following its execution by Executive shall not be effective until any applicable revocation period has expiredpursuant to the plan described in Section 3.2.
(f) 5.6 Executive is not entitled to receive any compensation or benefits upon his/her his termination except as: (i) set forth in this Agreement, ; (ii) otherwise required by applicable law, ; or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she he participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement Agreement, however, is intended to waive or supplant any accrued death, disability, accidental death and dismembermentretirement, retirement 401 (k401(k) or pension benefits of the Company to which he/she he may be entitled under employee benefit plans of the Company in which he/she he participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.
Appears in 1 contract
Samples: Executive Employment Agreement (Quintiles Transnational Corp)
Compensation and Benefits Upon Termination. (a) The Company’s obligation to compensate Executive ceases on If, during the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to Term, the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6.
(b) If the Parent Company terminates Executive’s employment without Cause Cause, there is a Company Non-Renewal Termination, or Executive resigns terminates his employment for Good Reason, then then:
(i) as soon as practicable following such termination but no later than ten (10) days after the Company Termination Date (as defined below), SIC shall pay to Executive his accrued but yet unpaid base salary earned through the payments referenced above in Subsections 6(a)(iTermination Date and any accrued, but unused vacation pay through the Termination Date (the “Accrued Obligations”), ;
(ii)) within forty-five (45) days following the Termination Date, and SIC shall reimburse Executive for reasonable expenses incurred, but not paid prior to the Termination Date;
(iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements execution and delivery of a general release (which release shall not alter or result in the waiver of Executive’s right to exercise the portion of the Option that vested through the Termination Date, or any rights under this Section 6(e7(a)) below: in a form acceptable to the Parent Company within thirty (i30) days after the Company will pay Termination Date, which release has not been revoked, Executive is entitled to receive:
(A) In the event of a termination without Cause or for Good Reason (I) before or 12 months or more after a Change in Control (as defined in Section 7(d)), an amount equal to his/her Base Salary as Executive’s base salary for a period of eighteen (18) months after the Termination Date Date, or (II) within twelve (12) months after a Change in Control, an amount equal to Executive’s base salary for a period of thirty (30) months after the Termination Date, or (B) in the event of a Company Non-Renewal Termination, an amount equal to Executive’s base salary for a period of twelve (12) months after the Termination Date, which, in any case shall be paid in periodic installments in accordance with SIC’s normal payroll practices in effect as of the Termination Date commencing on the first payroll cycle which is at least ten (10) business days after the 45th day after the Termination Date;
(B) the continuation of coverage under all employee benefit insurance plans in which Executive was a participant as of the Termination Date, to the extent such post-employment coverage is authorized by such plans, at SIC’s expense for the period of eighteen (18) after the Termination Date (for a termination without Cause or for Good Reason) or the period of twelve (12) months after the Termination Date (for a Company Non-Renewal Termination), provided, however if post-employment coverage is not authorized under such health insurance plan, then SIC will pay Executive the premium cost for health insurance coverage that SIC would have paid if Executive had continued being a participant in such health insurance plan during the applicable 12 month or 18 month period;
(C) any unpaid discretionary bonus awarded to Executive for the year prior to the year in which the Termination Date occurs, which shall be paid in a lump sum on the normal bonus payment date for Parent Company bonuses for such preceding fiscal year; and
(D) solely for a termination without Cause or for Good Reason before January 1, 2013, the Bonus for 2012, which shall be paid at the time or times provided in the Parent Company bonus plan in effect for 2012.
(b) If Executive’s employment is terminated as a result of death or by the Parent Company for Cause or because of Disability, or if a termination of employment occurs pursuant to Section 6(e) as a result of Executive’s delivering a timely Non-Renewal Notice:
(i) within ten (10) days following the Termination Date, payable through SIC shall pay to Executive the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and Accrued Obligations;
(ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
(c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day days following the Termination Date, equal SIC shall reimburse Executive for reasonable expenses incurred, but not paid prior to the greater of: Termination Date; and
(Aiii) fifty percent (50%) solely in connection with a termination as a result of death before the Bonus for 2012 is fully paid to Executive, SIC shall pay any unpaid portion of such unpaid Bonus to Executive’s then Base Salaryestate at the time or times provided in the Parent Company bonus plan in effect for 2012.
(c) Except for payments provided under Sections 7(a)(i), 7(a)(ii), and 7(b), all compensation and benefits paid pursuant to this Section 7 shall cease and Executive shall promptly return any amount paid under Section 7(a)(iii) to SIC if Executive violates any of the terms of Sections 4 or 5 above during the Restricted Period. In addition to these remedies, the Parent Company, the Companies and the Company Group shall have all other remedies provided by this Agreement and by law for the breach of Sections 4 or 5 above.
(Bd) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for For purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving “Termination Date” means the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) date of the total voting power of outstanding stock of the surviving or resulting entity is then Executive’s “beneficially ownedseparation from service” (within the meaning of Rule 13d-3 under Section 409A of the Securities Exchange Act Internal Revenue Code of 19431986, as amended (the “Exchange ActCode”)) , and the regulations promulgated thereunder (“Section 409A”). For purposes of this Agreement, “Change in Control” means (and, for purposes of this definition only, capitalized terms have the meaning defined in the aggregate by Incentive Plan) the stockholders first to occur of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.following events:
Appears in 1 contract
Samples: Employment Agreement (James River Group Holdings, Ltd.)
Compensation and Benefits Upon Termination. (a) The Company’s obligation to compensate Executive ceases on If, during the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6.
(b) If Term, the Company terminates Executive’s employment without Cause Cause, there is a Company Non-Renewal Termination, or Executive resigns terminates his employment for Good Reason, then then:
(i) as soon as practicable following such termination but no later than ten days after the Termination Date (as defined below), the Company shall pay to Executive his accrued but yet unpaid base salary earned through the payments referenced above in Subsections 6(a)(iTermination Date and any accrued, but unused vacation pay through the Termination Date (the “Accrued Obligations”), ;
(ii)) within 45 days following the Termination Date, and the Company shall reimburse Executive for reasonable expenses incurred, but not paid prior to the Termination Date;
(iii) any accrued but unpaid Tax Equalization Policy obligations of the Company shall be paid in accordance with such policy; and
(collectivelyiv) subject to the execution and delivery of a general release (which release shall not alter or result in the waiver of Executive’s right to exercise the portion of any Company stock option that vested through the Termination Date, or any rights under this Section 7(a)) in a form acceptable to the Company within thirty (30) days after the Termination Date (the “Accrued PaymentsRelease Expiration Date”). In addition, which release has not been revoked, Executive is entitled to receive:
(1) a gross amount equal to (x) Executive’s base salary in effect on the Termination Date divided by (y) 12, per month, subject to Executiveany applicable deductions and withholdings, for a period of 36 months after the Termination Date, which shall be paid in periodic installments in accordance with the Company’s compliance with Sections 8normal payroll practices in effect as of the Termination Date commencing on the first payroll cycle which is at least 45 days after the Termination Date, 9unless such payments are required to be delayed pursuant to Section 8 below;
(2) the continuation of coverage under all employee benefit insurance plans in which Executive was a participant as of the Termination Date, 10, 11, 13 and 15 of this Agreement and subject to the requirements extent such post-employment coverage is authorized by such plans, at the Company’s expense for a period of Section 6(e) below: (i) 12 months after the Termination Date, provided, however if post-employment coverage is not authorized under the Company’s health insurance plan, then the Company will pay Executive an the premium cost for health insurance coverage that the Company would have paid if Executive had continued being a participant in the Company’s health insurance plan during such twelve month period, and such amount equal shall be paid at the time such premiums would have been paid if Executive had continued being a participant in the Company’s health insurance plan during such twelve month period; and
(3) any unpaid discretionary bonus awarded to his/her Base Salary as Executive for the year prior to the year in which the Termination Date occurs, which shall be paid in a lump sum on the normal bonus payment date.
(v) In the event that Employee fails to execute the Release on or prior to the Release Expiration Date, Employee shall not be entitled to any payments or benefits pursuant to Section 7(a)(iv). Notwithstanding the foregoing, if the Release could become effective during the calendar year following the calendar year of the Termination Date Date, then no such payments that constitute “deferred compensation” under Internal Revenue Code Section 409A shall be made earlier than the first day of the calendar year following the calendar year of the Termination Date.
(b) If Executive’s employment is terminated as a result of death or by the Company for Cause or because of Disability, or if a period termination of twelve employment occurs as a result of Executive’s delivering a timely Non-Renewal Notice:
(12i) months within ten days following the Termination Date, payable through the Company’s regular payroll procedures (Company shall pay to Executive the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and Accrued Obligations;
(ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day within 45 days following the Termination Date, the Company shall reimburse Executive for the entire amount of any premiums reasonable expenses incurred, but not paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Termination Date; and
(iii) any accrued but unpaid Tax Equalization Policy obligations of the Company shall pay the entire premium necessary to continue be paid in accordance with such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Companypolicy.
(c) If Except for payments provided under Sections 7(a)(i), 7(a)(ii), 7(a)(iii) and 7(b), all compensation and benefits paid pursuant to this Section 7 shall cease and Executive shall promptly return any amount paid under Section 7(a)(iv) to the Company terminates Executive’s employment if Executive violates any of the terms of Sections 4 or 5 above during the Restricted Period. In addition to these remedies, the Company shall have all other remedies provided by this Agreement and by law for Cause the breach of Sections 4 or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments5 above.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for For purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving “Termination Date” means the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) date of the total voting power of outstanding stock of the surviving or resulting entity is then Executive’s “beneficially ownedseparation from service” (within the meaning of Rule 13d-3 under Section 409A of the Securities Exchange Act Internal Revenue Code of 19431986, as amended (the “Exchange ActCode”)) in , and the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; regulations promulgated thereunder (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power409A”); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.”
Appears in 1 contract
Samples: Employment Agreement (James River Group Holdings, Ltd.)
Compensation and Benefits Upon Termination. (a) The Company’s obligation In the event that the Company terminates this Agreement without cause or elects to compensate have the Term of this Agreement expire, in either case other than for business performance, or if Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses terminates this Agreement for which Good Reason, Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6.receive:
(b) If the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(i), (ii), and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as Executive's base salary for a period of thirty-six (36) months after the Termination Date in accordance with the terms of Section 2 hereof;
(ii) the continuation at the Company's expense of coverage under all plans, insurance policies and other fringe benefits described in Section 2 hereof, for a period of twelve (12) months following after the Termination Date, payable through the Company’s regular payroll procedures ;
(the “Severance Pay”iii) commencing any discretionary bonus to which Executive is entitled on the sixtieth Executive's last day of employment; and
(60thiv) day following the Termination Date any unused vacation and any non reimbursed reasonable business expenses.
(with the first payment including a catch-up payment b) If Executive is terminated for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985cause, as amended (“COBRA”)or due to disability, the Company shallshall have no further obligations to Executive, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of except as provided in any premiums paid by Executive prior stock option or other bonus or incentive plan to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s planis entitled, notice of which and Executive shall promptly provide the Companyhave no further rights hereunder.
(c) If Executive is terminated for business performance, Executive is entitled to receive:
(i) an amount equal to Executive's base salary for eighteen (18) months after the Company terminates Executive’s employment for Cause or if Termination Date in accordance with the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then terms of Section 2 hereof;
(ii) the continuation at the Company’s sole obligation shall be 's expense of coverage under all plans, insurance policies and other fringe benefits described in Section 2 hereof, for a period of twelve months after the termination date;
(iii) any discretionary bonus to pay which Executive is entitled on the Executive's last day of employment; and
(or his/her estateiv) only the Accrued Paymentsany unused vacation and any non reimbursed reasonable business expenses.
(d) If the Company terminates Executive’s employment due All compensation and benefits made pursuant to Disability or upon Executive’s death, the Company this Section shall pay cease if Executive or his/her estate, in addition to violates any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (Sections 4 or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within 5 during the twelve (12) month period months following a Change in Controlhis last day of employment. In addition to this remedy, as defined below, Executive is terminated without Cause or he/she resigns the Company shall have all other remedies provided by this Agreement and by law for Good Reason, but in either case subject to the provisions breach of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in 4 or Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board5 hereof.
Appears in 1 contract
Compensation and Benefits Upon Termination. (a) The Company’s obligation to compensate Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as Upon termination of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may Executive's employment hereunder, he shall be entitled to receive receive, in any case, any Base Salary pursuant to Section 3(a)(i) accrued but unpaid to the Termination Date. Any amount payable to Executive under this Section 6subparagraph shall be paid promptly, m1d in any event within thirty (30) days after the Termination Date.
(b) If Executive's employment is terminated as a result of a "For Cause Event" pursuant to Section 13, except for the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(ipayment of any amount required to be made by Section 16(a), (ii), from and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months following after the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary have no further obligation to continue such coverageExecutive hereunder, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Companyincluding without limitation any obligation pursuant to Section 17.
(c) If the Executive's employment is terminated (i) by him pursuant to Section 14(i); or (ii) by the Company terminates Executive’s employment for other than as a result of a "For Cause or Event" pursuant to Section 13; he shall be entitled to receive an amount equal to the full value of any Base Salary still remaining until the end of the Term plus an amount equal to three times the Base Salary at the time of termination, unless such payment would trigger the excise tax under Section 4999 of the Code in which case the aggregate payments hereunder shall be reduced to the maximum amount which would not trigger such tax. Notwithstanding the foregoing, if the Executive terminates his/her Executive's employment without Good Reasonis terminated by the Company after a Change of Control has occurred for any reason other than as a result of a "For Cause Event" pursuant to Section 13, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation he shall be entitled to pay receive, upon the terms and subject to the conditions set forth in Section 17, the Parachute Amount (as hereinafter defined in Section 17). Any amount payable to Executive under this subparagraph shall be paid promptly, and in any event within thirty (or his/her estate30) only days after the Accrued PaymentsTem1ination Date.
(d) If the Company Executive's employment terminates Executive’s employment due as a result of a Change of Control pursuant to Disability or upon Executive’s deathSection 14(ii), the Company he shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, upon the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, terms and subject to the terms conditions set fortl1 in Section 17, the Parachute Amount. Any amount payable to Executive under this subparagraph shall be paid promptly, and in any event within thirty (30) days after the Termination Date.
(e) If the Executive's employment is terminated by him pursuant to Section 14(i) or l4(ii) of this Agreement, or by the MIP and Company other than as a result of a "For Cause Event" pursuant to Section 13, the extent actually earned Company shall for the fiscal two (2) year in which period following the Termination Date maintain and pay for Executive and his family, or reimburse Executive, for the cost of medical, dental, and hospitalization benefits comparable to such termination takes place, prorated based on benefits maintained by the number of days in such fiscal year that Executive was employed Company during the twelve (12) months prior to the Termination Date, . If the Executive voluntarily terminates his employment pursuant to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision 15 of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any such benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-maintained for one (21I) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due year following its execution by Executive shall not be effective until any applicable revocation period has expiredsuch termination.
(f) Executive is not entitled shall have no obligation herew1der to receive seek or to accept any other employment after the Termination Date or otherwise to mitigate the payments required to be made by this Section. No compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required otl1er amount received or receivable by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu on accom1t of any severance benefits employment or engagement after the Termination Date shall be offset against or deducted from any payment required to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and made by this Section 16 or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participatesSection 17.
(g) If, within In the twelve (12) month period following event the Company terminates Executive other than as a Change in Control, as defined below, Executive is terminated without result of a "For Cause or he/she resigns for Good Reason, but in either case subject Event" pursuant to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary13, or (Biftl1e Executive's employment is tem1inated by him pursuant to Section l4(i) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes or l4(ii) of this Agreement, Executive shall mean: receive as his sole and exclusive remedy and damages the payments he would otherwise be entitled to receive under the applicable provisions of this Section 16 (iand, if applicable, the other benefits provided under clause (h) any mergerof this Section 16).
(h) In the event of Executive's death or if the Company terminates Executive for disability pursuant to Section 12, consolidation, or reorganization involving the CompanyCompany shall pay, in whichthe case of Executive's death, immediately Executive's estate an amount equal to his then current Base Salary and in the event of termination for disability, an amount equal to two times his then current Base Salary. Any an10unt payable to Executive (or his estate) under this subparagraph shall be paid promptly, and in any event within thirty (30) days after giving effect to such merger, consolidation the date Executive dies or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943terminated for disability, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Boardcase may be.
Appears in 1 contract
Compensation and Benefits Upon Termination. (a) The CompanyIf, during the Term, the Parent Company terminates Executive’s obligation to compensate employment without Cause, there is an Expiration Termination, or Executive ceases on terminates his employment for Good Reason, then:
(i) as soon as practicable following such termination but no later than ten (10) days after the Termination Date except (as to: defined below), FLIMCO shall pay to Executive his accrued but yet unpaid base salary earned through the Termination Date and any accrued, but unused vacation pay through the Termination Date (i) any unpaid Base Salary earned by Executive as of that time; the “Accrued Obligations”);
(ii) any unpaid amount actually earned and due to within forty-five (45) days following the Termination Date, FLIMCO shall reimburse Executive pursuant for reasonable expenses incurred, but not paid prior to the MIP; Termination Date;
(iii) subject to the execution and delivery of a general release (which release shall not alter or result in the waiver of Executive’s right to exercise the portion of any business expenses for stock option or other equity award that vested through the Termination Date, or any rights under this Section 7(a)) in a form acceptable to the Parent Company within forty five (45) days after the Termination Date (the “Release Expiration Date”), which release has not been revoked, Executive is entitled to reimbursement receive:
(A) (I) In the event of a termination without Cause or for Good Reason (x) before or 12 months or more after a Change in Control (as defined in Section 7(d)), an amount equal to Executive’s base salary for a period of eighteen (18) months after the Termination Date, or (y) within twelve (12) months after a Change in Control, an amount equal to Executive’s base salary for a period of thirty (30) months after the Termination Date, or (II) in the event of an Expiration Termination, an amount equal to Executive’s base salary for a period of eighteen (18) months after the Termination Date, which, in any case shall be paid in periodic installments in accordance with FLIMCO’s normal payroll practices in effect as of the Termination Date commencing on the first payroll cycle which is at least ten (10) business days after the 45th day after the Termination Date;
(B) the continuation of coverage under this Agreementall employee benefit insurance plans in which Executive was a participant as of the Termination Date, to the extent such post-employment coverage is authorized by such plans, at FLIMCO’s expense for the period of eighteen (18) months after the Termination Date, provided, however if post-employment coverage is not authorized under such health insurance plan, then FLIMCO will pay Executive the premium cost for health insurance coverage that FLIMCO would have paid if Executive had continued being a participant in such health insurance plan during that 18 month period; and and
(C) any unpaid discretionary bonus awarded to Executive for the year prior to the year in which the Termination Date occurs, which shall be paid in a lump sum on the normal bonus payment date for Parent Company bonuses for such preceding fiscal year.
(iv) any compensation and/or benefits In the event that Executive fails to which execute the Release on or prior to the Release Expiration Date, Executive may shall not be entitled to receive any payments or benefits pursuant to this Section 67(a)(iii). Notwithstanding the foregoing, if the Release could become effective during the calendar year following the calendar year of the Termination Date, then no such payments that constitute “deferred compensation” under Internal Revenue Code Section 409A shall be made earlier than the first day of the calendar year following the calendar year of the Termination Date.
(b) If the Company terminates Executive’s employment without is terminated as a result of death or by the Parent Company for Cause or Executive resigns for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(i), (ii), and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 because of this Agreement and subject to the requirements of Section 6(e) below: Disability:
(i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve within ten (1210) months days following the Termination Date, payable through FLIMCO shall pay to Executive the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period)Accrued Obligations; and and
(ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
(c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day days following the Termination Date, equal FLIMCO shall reimburse Executive for reasonable expenses incurred, but not paid prior to the greater of: Termination Date.
(Ac) fifty percent Except for payments provided under Sections 7(a)(i), 7(a)(ii), and 7(b), all compensation and benefits paid pursuant to this Section 7 shall cease and Executive shall promptly return any amount paid under Section 7(a)(iii) to FLIMCO if Executive violates any of the terms of Sections 4 or 5 above during the Restricted Period. In addition to these remedies, the Parent Company, the Companies and the Holdings Group shall have all other remedies provided by this Agreement and by law for the breach of Sections 4 or 5 above.
(50%d) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for For purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving “Termination Date” means the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) date of the total voting power of outstanding stock of the surviving or resulting entity is then Executive’s “beneficially ownedseparation from service” (within the meaning of Rule 13d-3 under Section 409A of the Securities Exchange Act Internal Revenue Code of 19431986, as amended (the “Exchange ActCode”)) , and the regulations promulgated thereunder (“Section 409A”). For purposes of this Agreement, “Change in Control” means (and, for purposes of this definition only, capitalized terms have the meaning defined in the aggregate by Jxxxx River Group Holdings, Ltd. 2014 Long-Term Incentive Plan, as amended) the stockholders first to occur of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.following events:
Appears in 1 contract
Samples: Employment Agreement (James River Group Holdings, Ltd.)
Compensation and Benefits Upon Termination. (a) The CompanyUpon termination of Executive’s obligation to compensate Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may employment hereunder, he shall be entitled to receive receive, in any case, any Base Salary pursuant to Section 3(a)(i) accrued but unpaid to the Termination Date. Any amount payable to Executive under this Section 6subparagraph shall be paid promptly, and in any event within thirty (30) days after the Termination Date.
(b) If the Company terminates Executive’s employment without is terminated as a result of a “For Cause or Executive resigns Event” pursuant to Section 13, except for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(ipayment of any amount required to be made by Section 16(a), (ii), from and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months following after the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary have no further obligation to continue such coverageExecutive hereunder, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Companyincluding without limitation any obligation pursuant to Section 17.
(c) If the Company terminates Executive’s employment for is terminated (i) by him pursuant to Section 14(i); or (ii) by the Company other than as a result of a “For Cause or Event” pursuant to Section 13; he shall be entitled to receive an amount equal to the full value of any Base Salary still remaining until the end of the Term plus an amount equal to three times the Base Salary at the time of termination. Notwithstanding the foregoing, if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due is terminated by the Company after a Change of Control has occurred for any reason other than as a result of a “For Cause Event” pursuant to his/her deathSection 13, then the Company’s sole obligation he shall be entitled to pay receive, upon the terms and subject to the conditions set forth in Section 17, the Parachute Amount (as hereinafter defined in Section 17). Any amount payable to Executive under this subparagraph shall be paid promptly, and in any event within thirty (or his/her estate30) only days after the Accrued PaymentsTermination Date.
(d) If the Company terminates Executive’s employment due terminates as a result of a Change of Control pursuant to Disability or upon Executive’s deathSection 14(ii), the Company he shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, upon the Accrued Payments. In addition, Executive shall be eligible terms and subject to receive payment of the Target Bonus as conditions set forth in Section 3(b17, the Parachute Amount. Any amount payable to Executive under this subparagraph shall be paid promptly, and in any event within thirty (30) abovedays after the Termination Date.
(e) If the Executive’s employment is terminated by him pursuant to Section 14(i) or 14(ii) of this Agreement, subject or by the Company other than as a result of a “For Cause Event” pursuant to Section 13, or if the terms Executive voluntarily terminates his employment pursuant to Section 15(a) of this Agreement, the MIP and to the extent actually earned Company shall for the fiscal two (2) year in which period following the Termination Date maintain and pay for Executive and his family, or reimburse Executive, for the cost of medical, dental, and hospitalization benefits comparable to such termination takes place, prorated based on benefits maintained by the number of days in such fiscal year that Executive was employed Company during the twelve (12) months prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled shall have no obligation hereunder to receive seek or to accept any other employment after the Termination Date or otherwise to mitigate the payments required to be made by this Section. No compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required other amount received or receivable by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu on account of any severance benefits employment or engagement after the Termination Date shall be offset against or deducted from any payment required to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and made by this Section 16 or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participatesSection 17.
(g) IfIn the event the Company terminates Executive other than as a result of a “For Cause Event” pursuant to Section 13, within or if the twelve (12) month period following a Change in Control, as defined below, Executive Executive’s employment is terminated without Cause by him pursuant to Section 14(i) or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e14(ii) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, Executive shall mean: receive as his sole and exclusive remedy and damages the payments he would otherwise be entitled to receive under the applicable provisions of this Section 16 (iand, if applicable, the other benefits provided under clause (h) any mergerof this Section 16).
(h) In the event of Executive’s death or if the Company terminates Executive for disability pursuant to Section 12, consolidation, or reorganization involving the CompanyCompany shall pay, in whichthe case of Executive’s death, immediately Executive’s estate an amount equal to his then current Base Salary and in the event of termination for disability, an amount equal to two times his then current Base Salary. Any amount payable to Executive (or his estate) under this subparagraph shall be paid promptly, and in any event within thirty (30) days after giving effect to such merger, consolidation the date Executive dies or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943terminated for disability, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Boardcase may be.
Appears in 1 contract
Samples: Employment Agreement (Worlds Inc)
Compensation and Benefits Upon Termination. (a) The Company’s obligation to compensate Executive ceases on If, during the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to Term, the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6.
(b) If the Parent Company terminates Executive’s employment without Cause Cause, there is a Company Non-Renewal Termination, or Executive resigns terminates his employment for Good Reason, then then:
(i) as soon as practicable following such termination but no later than ten (10) days after the Company Termination Date (as defined below), JRMC shall pay to Executive his accrued but yet unpaid base salary earned through the payments referenced above in Subsections 6(a)(iTermination Date and any accrued, but unused vacation pay through the Termination Date (the “Accrued Obligations”), ;
(ii)) within forty-five (45) days following the Termination Date, and JRMC shall reimburse Executive for reasonable expenses incurred, but not paid prior to the Termination Date; and
(iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements execution and delivery of a general release (which release shall not alter or result in the waiver of Executive’s right to exercise the portion of any stock option that vested through the Termination Date, or any rights under this Section 6(e7(a)) below: in a form acceptable to the Parent Company within forty five (i45) days after the Company will pay Termination Date, which release has not been revoked, Executive is entitled to receive:
(A) In the event of (I) a termination without Cause or for Good Reason (x) before a Change in Control (as defined in Section 7(d) or more than twelve (12) months after a Change in Control, an amount equal to his/her Base Salary as Executive’s then current base salary for a period of eighteen (18) months after the Termination Date Date, or (y) within twelve (12) months after a Change in Control, an amount equal to Executive’s then current base salary for a period of thirty six (36) months after the Termination Date, or (II) a Company Non-Renewal Termination (x) before a Change in Control or more than twelve (12) months after a Change in Control, an amount equal to Executive’s then current base salary for a period of twelve (12) months following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following after the Termination Date, or (y) within twelve (12) months after a Change in Control, an amount equal to Executive’s then current base salary for a period of twenty four (24) months after the Termination Date, which, in any case shall be paid in periodic installments in accordance with JRMC’s normal payroll practices commencing on the first payroll cycle which is at least ten (10) business days after the 45th day after the Termination Date unless (a) such payment is required to be delayed pursuant to Section 8 below, or (b) the first payroll date which is at least ten (10) business days after the 45th day after the Termination Date occurs in the calendar year following the calendar year of the Termination Date, in which case payments pursuant to this section shall be made no earlier than the first business day of the calendar year following the calendar year of the Termination Date;
(B) the date on continuation of coverage under all employee benefit insurance plans in which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice was a participant as of which Executive shall promptly provide the Company.
(c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to the extent such post-employment coverage is authorized by such plans, at JRMC’s expense for a period of twelve (12) months after the Termination Date, provided, however if post-employment coverage is not authorized under JRMC’s health insurance plan, then JRMC will pay Executive the premium cost for health insurance coverage that JRMC would have paid if Executive had continued being a participant in JRMC’s health insurance plan during such twelve month period; and
(C) any unpaid discretionary bonus awarded to Executive for the year prior to the year in which the Termination Date occurs, which shall be paid in accordance with a lump sum on the timing set forth in Section 3(bnormal bonus payment date.
(b) (If Executive is terminated by the Parent Company for Cause or due to death or Disability, or if later, the sixtieth a termination of employment occurs pursuant to Section 6(e) as a result of Executive’s delivering a timely Non-Renewal Notice:
(60thi) day within ten (10) days following the Termination Date)., JRMC shall pay to Executive the Accrued Obligations; and
(eii) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day days following the Termination Date, equal JRMC shall reimburse Executive for reasonable expenses incurred, but not paid prior to the greater of: Termination Date.
(Ac) fifty percent Except for payments provided under Sections 7(a)(i), 7(a)(ii), and 7(b), all compensation and benefits paid pursuant to this Section 7 shall cease and Executive shall promptly return any amount paid under Section 7(a)(iii) to JRMC if Executive violates any of the terms of Sections 4 or 5 above during the Restricted Period. In addition to these remedies, the Parent Company, the Companies and the Company Group shall have all other remedies provided by this Agreement and by law for the breach of Sections 4 or 5 above.
(50%d) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for For purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving “Termination Date” means the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) date of the total voting power of outstanding stock of the surviving or resulting entity is then Executive’s “beneficially ownedseparation from service” (within the meaning of Rule 13d-3 under Section 409A of the Securities Exchange Act Internal Revenue Code of 19431986, as amended (the “Exchange ActCode”)) , and the regulations promulgated thereunder (“Section 409A”). For purposes of this Agreement, “Change in Control” means (and, for purposes of this definition only, capitalized terms have the meaning defined in the aggregate by Xxxxx River Group Holdings, Ltd. 2014 Long-Term Incentive Plan, as amended, the stockholders first to occur of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.following events:
Appears in 1 contract
Samples: Employment Agreement (James River Group Holdings, Ltd.)
Compensation and Benefits Upon Termination. (a) The CompanyUpon termination of Executive’s obligation to compensate Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may employment hereunder, he shall be entitled to receive receive, in any case, any Base Salary pursuant to Section 3(a)(i) accrued but unpaid to the Termination Date. Any amount payable to Executive under this Section 6subparagraph shall be paid promptly, and in any event within thirty (30) days after the Termination Date.
(b) If the Company terminates Executive’s employment without is terminated as a result of a “For Cause or Executive resigns Event” pursuant to Section 13, except for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(ipayment of any amount required to be made by Section 16(a), (ii), from and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months following after the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary have no further obligation to continue such coverageExecutive hereunder, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Companyincluding without limitation any obligation pursuant to Section 17.
(c) If the Company terminates Executive’s employment for is terminated (i) by him pursuant to Section 14(i); or (ii) by the Company other than as a result of a “For Cause or Event” pursuant to Section 13; he shall be entitled to receive an amount equal to the full value of any Base Salary still remaining until the end of the Term plus an amount equal to three times the Base Salary at the time of termination, unless such payment would trigger the excise tax under Section 4999 of the Code in which case the aggregate payments hereunder shall be reduced to the maximum amount which would not trigger such tax. Notwithstanding the foregoing, if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due is terminated by the Company after a Change of Control has occurred for any reason other than as a result of a “For Cause Event” pursuant to his/her deathSection 13, then the Company’s sole obligation he shall be entitled to pay receive, upon the terms and subject to the conditions set forth in Section 17, the Parachute Amount (as hereinafter defined in Section 17). Any amount payable to Executive under this subparagraph shall be paid promptly, and in any event within thirty (or his/her estate30) only days after the Accrued PaymentsTermination Date.
(d) If the Company terminates Executive’s employment due terminates as a result of a Change of Control pursuant to Disability or upon Executive’s deathSection 14(ii), the Company he shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, upon the Accrued Payments. In addition, Executive shall be eligible terms and subject to receive payment of the Target Bonus as conditions set forth in Section 3(b17, the Parachute Amount. Any amount payable to Executive under this subparagraph shall be paid promptly, and in any event within thirty (30) abovedays after the Termination Date.
(e) If the Executive’s employment is terminated by him pursuant to Section 14(i) or 14(ii) of this Agreement, subject or by the Company other than as a result of a “For Cause Event” pursuant to Section 13, the terms of the MIP and to the extent actually earned Company shall for the fiscal two (2) year in which period following the Termination Date maintain and pay for Executive and his family, or reimburse Executive, for the cost of medical, dental, and hospitalization benefits comparable to such termination takes place, prorated based on benefits maintained by the number of days in such fiscal year that Executive was employed Company during the twelve (12) months prior to the Termination Date, . If the Executive voluntarily terminates his employment pursuant to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision 15 of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any such benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-maintained for one (211) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due year following its execution by Executive shall not be effective until any applicable revocation period has expiredsuch termination.
(f) Executive is not entitled shall have no obligation hereunder to receive seek or to accept any other employment after the Termination Date or otherwise to mitigate the payments required to be made by this Section. No compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required other amount received or receivable by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu on account of any severance benefits employment or engagement after the Termination Date shall be offset against or deducted from any payment required to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and made by this Section 16 or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participatesSection 17.
(g) IfIn the event the Company terminates Executive other than as a result of a “For Cause Event” pursuant to Section 13, within or if the twelve (12) month period following a Change in Control, as defined below, Executive Executive’s employment is terminated without Cause by him pursuant to Section 14(i) or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e14(ii) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, Executive shall mean: receive as his sole and exclusive remedy and damages the payments he would otherwise be entitled to receive under the applicable provisions of this Section 16 (iand, if applicable, the other benefits provided under clause (h) any mergerof this Section 16).
(h) In the event of Executive’s death or if the Company terminates Executive for disability pursuant to Section 12, consolidation, or reorganization involving the CompanyCompany shall pay, in whichthe case of Executive’s death, immediately Executive’s estate an amount equal to his then current Base Salary and in the event of termination for disability, an amount equal to two times his then current Base Salary. Any amount payable to Executive (or his estate) under this subparagraph shall be paid promptly, and in any event within thirty (30) days after giving effect to such merger, consolidation the date Executive dies or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943terminated for disability, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Boardcase may be.
Appears in 1 contract
Samples: Employment Agreement (Worlds Inc)
Compensation and Benefits Upon Termination. (a) The 4.1 If Employee’s employment or this Agreement is terminated for any reason other than Termination without Cause by the Company pursuant to Section 3.2 or Termination for Good Reason by Employee pursuant to Section 3.4, the Company’s obligation to compensate Executive Employee ceases on the effective date of such termination (“Termination Date Date”), except as to: to amounts due at such time for accrued Base Salary, earned incentive bonus (i) if any), or other accrued or vested benefits, including, without limitation, any unpaid accrued but unused vacation time payable under Company policy. Base Salary earned by Executive and any accrued but unused vacation shall be paid within thirty (30) days of the Termination Date. All other payments shall be made as quickly as possible in accordance with the terms of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement applicable plans.
4.2 If Employee’s employment under this Agreement; and Agreement is terminated under Section 3.2 (ivTermination without Cause) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this or Section 6.
3.4 (b) If the Company terminates Executive’s employment without Cause or Executive resigns Termination for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(i), (ii), and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
(c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive Employee: (or his/her estatei) only the Accrued Payments.
(d) If the Company terminates Executive’s employment amounts due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to at the Termination DateDate for accrued Base Salary, or vested benefits, including, without limitation, any accrued but unused vacation time payable under Company policy and (ii) an amount equal to be paid in accordance with the timing set forth in Section 3(btwelve times Employee’s then current monthly Base Salary (less applicable withholdings) (or if later“Post-Termination Payments”). Provided, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contraryhowever, that the Company’s obligation to make any provide the payments or to provide any benefits under Sections 6(b) or this Section 6(d) above 4.2 is subject to and conditioned upon ExecutiveEmployee’s execution of an enforceable release and waiver of all claims agreement in a form satisfactory related to the Company his employment (the “Release AgreementRelease”) and his/her his compliance with the covenants in Sections 8, 9, 10, 11, 13 5 and 15 6 of this Agreement. Post-Termination Payments shall be payable in equal monthly installments, with payment(s) beginning after the effective date of the Release. If Executive Employee chooses not to timely execute such a Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 5 and 15 of this Agreement6, then the Company’s obligation to compensate him/her him ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments amounts due following its execution by Executive shall not be effective until any applicable revocation period has expiredat that time.
(f) Executive 4.3 Employee is not entitled to receive any compensation or benefits upon his/her his termination except as: (i) set forth in this Agreement, ; (ii) otherwise required by applicable law, ; or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participatesEmployee participates with the following exception. Moreover, the The terms and conditions provided to Executive afforded Employee under this Agreement are in lieu of any severance benefits to which he/she Employee otherwise might be entitled pursuant to any a severance plan, policy and practice of the Company and or any of its affiliatespractice. Nothing in this Agreement Agreement, however, is intended to waive or supplant any accrued death, disability, accidental death and dismembermentretirement, retirement 401 (k401(k) pension benefits, or pension benefits of the Company group health continuation rights, if any, to which he/she he may be entitled under employee benefit plans of the Company in which he/she Employee participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.
Appears in 1 contract
Compensation and Benefits Upon Termination. (a) The CompanyIf, during the Term, the Company and Holdings terminate Executive’s obligation employment without Cause, there is a Company Non-Renewal Termination, or Executive terminates his employment for Good Reason, then:
(i) as soon as practicable following such termination but no later than ten (10) days after the Termination Date (as defined below), the Company shall pay to compensate Executive ceases his accrued but yet unpaid base salary earned through the Termination Date and any accrued, but unused vacation pay through the Termination Date (the “Accrued Obligations”);
(ii) within forty-five (45) days following the Termination Date, the Company shall reimburse Executive pursuant to Section 2(c)(ii) for reasonable expenses incurred prior to the Termination Date but not paid by the Termination Date;
(iii) subject to the execution and delivery of a general release (which release shall not alter or result in the waiver of Executive’s right to exercise the portion of any Company stock option that vested through the Termination Date, or any rights under this Section 7(a)) in a form acceptable to the Company within thirty (30) days after the Termination Date (the “Release Expiration Date”), which release has not been revoked, Executive is entitled to receive:
(1) In the event of a termination without Cause or for Good Reason, or a Company Non-Renewal Termination: (I) before, or more than twelve (12) months after, a Change in Control (as defined in Section 7(d)), a gross amount equal to (x) Executive’s base salary in effect on the Termination Date except as to: divided by (y) twelve (12), per month, subject to any applicable deductions and withholdings, for a period of eighteen (18) months after the Termination Date, or (II) within twelve (12) months after a Change in Control, a gross amount equal to the sum of (x) (i) any unpaid Base Salary earned by Executive as of that time; Executive’s base salary in effect on the Termination Date and (ii) the amount of his STI Plan target award for the performance period in which the Change in Control occurs (or if, prior to the date that a Change in Control occurs, no performance period has been established or target award has been approved for a performance period by the Holdings Board, in either case, for the calendar year containing the date of the Change in Control, then the amount of the target award for the most recent prior performance period shall apply), divided by (y) twelve (12), per month, subject to any applicable deductions and withholdings, for a period of thirty-six (36) months after the Termination Date, which, in either case, shall be paid in periodic installments by the Company in accordance with the Company’s normal payroll practices in effect as of the Termination Date commencing on the first payroll cycle which is at least forty-five (45) business days after the Termination Date, unless such payments are required to be delayed pursuant to Section 8 below;
(2) the continuation of coverage under all employee benefit insurance plans in which Executive was a participant as of the Termination Date, to the extent such post-employment coverage is authorized by such plans, at the Company’s expense for a period of eighteen (18) months after the Termination Date, provided, however if post-employment coverage is not authorized under the Company’s health insurance plan, then the Company will pay Executive the premium cost for health insurance coverage that the Company would have paid if Executive had continued being a participant in the Company’s health insurance plan during such eighteen (18)-month period, and such amount shall be paid at the time such premiums would have been paid if Executive had continued being a participant in the Company’s health insurance plan during such eighteen (18)-month period;
(3) any unpaid amount actually earned and due bonus awarded to Executive pursuant for the year prior to the MIPyear in which the Termination Date occurs, which shall be paid in a lump sum on the normal bonus payment date; and
(iii4) any business expenses an amount payable for the year in which Executive is entitled to reimbursement under this Agreement; and the Termination Date occurs as determined in accordance with the STI Plan, which shall be paid in a lump sum on the normal bonus payment date for that year.
(iv) any compensation and/or benefits In the event that Executive fails to which execute the Release on or prior to the Release Expiration Date, Executive may shall not be entitled to receive any payments or benefits pursuant to this Section 67(a)(iii). Notwithstanding the foregoing, if the Release could become effective during the calendar year following the calendar year of the Termination Date, then no such payments that constitute “deferred compensation” under Internal Revenue Code Section 409A shall be made earlier than the first day of the calendar year following the calendar year of the Termination Date.
(b) If the Company terminates Executive’s employment without is terminated as a result of death or by the Company and Holdings for Cause or Executive resigns for Good Reasonbecause of Disability, then or if a termination of employment occurs as a result of Executive’s delivering a timely Non-Renewal Notice, then:
(i) Executive’s compensation shall terminate on the Company shall pay Executive the payments referenced above in Subsections 6(a)(i), Termination Date;
(ii), ) the exercise of vested stock options after the Termination Date shall be governed by the terms of the applicable LTI Plan and award agreement;
(iii) within ten (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months days following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay to Executive the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.Accrued Obligations; and
(civ) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day days following the Termination Date, equal the Company shall reimburse Executive for reasonable expenses incurred, but not paid prior to the greater of: Termination Date.
(Ac) fifty percent Except for payments provided under Sections 7(a)(i), 7(a)(ii), 7(b)(iii) and 7(b)(iv), all compensation and benefits paid pursuant to this Section 7 shall cease and Executive shall promptly return any amount paid under Section 7(a)(iii) to the Company if Executive violates any of the terms of Sections 4 or 5 above during the Restricted Period. In addition to these remedies, the Company shall have all other remedies provided by this Agreement and by law for the breach of Sections 4 or 5 above.
(50%d) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for For purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving “Termination Date” means the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) date of the total voting power of outstanding stock of the surviving or resulting entity is then Executive’s “beneficially ownedseparation from service” (within the meaning of Rule 13d-3 under Section 409A of the Securities Exchange Act Internal Revenue Code of 19431986, as amended (the “Exchange ActCode”)) , and the regulations promulgated thereunder (“Section 409A”). For purposes of this Agreement, “Change in Control” means the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.following events:
Appears in 1 contract
Samples: Employment Agreement (James River Group Holdings, Ltd.)
Compensation and Benefits Upon Termination. (a) The Company’s 's obligation to compensate Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary base salary earned by Executive Executive, but unpaid, as of that time; (ii) any unpaid amount actually earned and due to Executive Executive, but unpaid pursuant to the MIP; (iii) any unreimbursed business expenses expenses, if any, for which Executive is entitled to reimbursement under this AgreementAgreement (the items referred to in this clause (iii) and the immediately preceding clauses (i) and (ii), the "Accrued Payments"); and (iv) any compensation and/or benefits to which Executive may be specifically entitled to receive pursuant to this Section 6.
(b) If the Company terminates Executive’s 's employment without Cause or Executive resigns for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(i), (ii), and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s 's continuing compliance with Sections 8, 9, 10, 1111 and 16, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below), the Company will: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date his then current monthly base salary for a period of twelve six (126) months months, following the Termination Date, payable through the Company’s 's regular payroll procedures (the “"Severance Pay”") commencing on the sixtieth (60th) 60th day following the Termination Date (with the first payment including a catch-up payment for any Base Salary such base salary that would have otherwise been paid as Severance Pay severance during such sixty (60) -day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
(c) If the Company terminates Executive’s 's employment for Cause or if the Executive terminates his/her his employment without Good Reason, or if Executive’s 's employment ends due to his/her his death, then the Company’s 's sole obligation shall be to pay Executive (or his/her his estate) only , as applicable, the Accrued Payments.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s 's obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to to, and conditioned upon upon, Executive’s 's execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company and substantially similar to the form attached hereto as Exhibit A (the “"Release Agreement”") and his/her his compliance with the covenants in Sections 8, 9, 10, 11, 13 11 and 15 16 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the restrictive covenants in Sections 8, 9, 10, 11, 13 10 and 15 11 of this Agreement, then the Company’s 's obligation to compensate him/her him ceases on the effective Termination Date Date, except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date his separation from employment and Executive must execute it within 21 or 45 days following the twenty-one (21) or forty-five (45) day time period Termination Date, as specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(fe) Executive is not entitled to receive any compensation or benefits upon his/her his termination except as: (i) set forth in this Agreement, ; (ii) otherwise required by applicable law, law or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she he participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she he otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliatesAffiliates. Nothing in this Agreement Agreement, however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she he may be entitled under employee benefit plans of the Company in which he/she he participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.
Appears in 1 contract
Samples: Executive Employment Agreement (Syneos Health, Inc.)
Compensation and Benefits Upon Termination. a. If, during the Term, the Company and Holdings terminate Executive’s employment without Cause, there is a Company Non-Renewal Termination, or Executive terminates his employment for Good Reason, then:
i. as soon as practicable following such termination but no later than ten days after the Termination Date (aas defined below), the Company shall pay to Executive his accrued but yet unpaid base salary earned through the Termination Date and any accrued, but unused vacation pay through the Termination Date (the “Accrued Obligations”);
ii. within 45 days following the Termination Date, the Company shall reimburse Executive pursuant to Section 3(d)(ii) The Companyor (iii), as applicable, for reasonable expenses incurred prior to the Termination Date but not paid by the Termination Date;
iii. subject to the execution and delivery of a general release (which release shall not alter or result in the waiver of Executive’s obligation right to compensate exercise the portion of any Company stock option that vested through the Termination Date, or any rights under this Section 7(a)) in a form acceptable to the Company within thirty (30) days after the Termination Date (the “Release Expiration Date”), which release has not been revoked, Executive ceases is entitled to receive:
1. a gross amount equal to (x) Executive’s base salary in effect on the Termination Date except as to: divided by (iy) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6.
(b) If the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason12, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(i), (ii), and (iii) (collectively, the “Accrued Payments”). In additionper month, subject to Executiveany applicable deductions and withholdings, for a period of eighteen (18) months after the Termination Date, which shall be paid in periodic installments in accordance with the Company’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary normal payroll practices in effect as of the Termination Date for a period of twelve (12) months following commencing on the first payroll cycle which is at least 45 days after the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during unless such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
(c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, payments are required to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled delayed pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined Section 8 below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.;
Appears in 1 contract
Samples: Employment Agreement (James River Group Holdings, Ltd.)
Compensation and Benefits Upon Termination. In the event that (a) The Company’s obligation to compensate Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6.
(b) If the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(i“Cause” pursuant to Section 5.01(d), (ii), and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (Bb) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
(c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death“Constructive Discharge” pursuant to Section 5.01(e), the Company shall continue to pay to Executive or his/her estate(1) Executive’s base salary for a period of [__] months following the employment termination date (the “Severance Period”), payable in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid monthly installments in accordance with the timing set forth regular payroll schedule of the Company(“Severance Payments”), and (2) reimburse the premium costs paid by Executive to continue Executive’s group medical insurance with the Company to the extent then available and in Section 3(beffect (if applicable) (or if laterfor the Severance Period, reimbursed on a monthly basis; provided, however, that in the event Executive obtains other employment prior to the expiration of such Severance Period, the sixtieth (60th) day following Company shall continue to pay, until the Termination Date).
(e) Notwithstanding any provision expiration of this Agreement to such Severance Period, only the contraryexcess, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon if any, of Executive’s execution monthly Severance Payment over Executive’s salary payable or paid under such employment and, provided that medical benefits are available under the Executive’s other employment, Company reimbursement of an enforceable release group medical insurance premiums shall cease, and waiver provided, further, that such Severance Payments and any other payments paid under this Section 5 shall not in any event exceed a maximum amount of claims agreement two times the lesser of: (x) the Internal Revenue Code § 401(a)(17) compensation limit for the year in a form satisfactory which the employment termination date occurs, or (y) the sum of Executive’s annualized compensation based upon the annual rate of pay for services provided to the Company for the calendar year prior to the calendar year in which the employment termination date occurs (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreementadjusted for any increase during that year that was expected to continue indefinitely). If Executive chooses not this Agreement is terminated pursuant to timely execute such Release Agreementsubsection 5.01(a), revokes the Release Agreement5.01(b), 5.01(c), or fails 5.01(f), Executive’s right to comply with the covenants in Sections 8, 9, 10, 11, 13 base salary and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases benefits shall immediately terminate on the effective Termination Date date of such termination, except as to the Accrued Payments. The Release Agreement shall may otherwise be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.
Appears in 1 contract
Samples: Employment Agreement (CVRx, Inc.)
Compensation and Benefits Upon Termination. (a) The Company’s obligation to compensate Executive ceases on If, during the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to Term, the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6.
(b) If the Parent Company terminates Executive’s employment without Cause Cause, there is a Company Non-Renewal Termination, or Executive resigns terminates his employment for Good Reason, then then:
(i) as soon as practicable following such termination but no later than ten (10) days after the Company Termination Date (as defined below), JRMC shall pay to Executive his accrued but yet unpaid base salary earned through the payments referenced above in Subsections 6(a)(iTermination Date and any accrued, but unused vacation pay through the Termination Date (the “Accrued Obligations”), ;
(ii)) within forty-five (45) days following the Termination Date, and JRMC shall reimburse Executive for reasonable expenses incurred, but not paid prior to the Termination Date; and
(iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements execution and delivery of a general release (which release shall not alter or result in the waiver of Executive’s right to exercise the portion of any stock option that vested through the Termination Date, or any rights under this Section 6(e7(a)) below: in a form acceptable to the Parent Company within forty five (i45) days after the Company will pay Termination Date, which release has not been revoked, Executive is entitled to receive:
(A) In the event of (I) a termination without Cause or for Good Reason (x) before a Change in Control (as defined in Section 7(d) or more than twelve (12) months after a Change in Control, an amount equal to his/her Base Salary as Executive’s then current base salary for a period of eighteen (18) months after the Termination Date Date, or (y) within twelve (12) months after a Change in Control, an amount equal to Executive’s then current base salary for a period of thirty six (36) months after the Termination Date, or (II) a Company Non-Renewal Termination (x) before a Change in Control or more than twelve (12) months after a Change in Control, an amount equal to Executive’s then current base salary for a period of twelve (12) months following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following after the Termination Date, or (y) within twelve (12) months after a Change in Control, an amount equal to Executive’s then current base salary for a period of twenty four (24) months after the Termination Date, which, in any case shall be paid in periodic installments in accordance with JRMC’s normal payroll practices commencing on the first payroll cycle which is at least ten (10) business days after the 45th day after the Termination Date unless (a) such payment is required to be delayed pursuant to Section 8 below, or (b) the first payroll date which is at least ten (10) business days after the 45th day after the Termination Date occurs in the calendar year following the calendar year of the Termination Date, in which case payments pursuant to this section shall be made no earlier than the first business day of the calendar year following the calendar year of the Termination Date;
(B) the date on continuation of coverage under all employee benefit insurance plans in which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice was a participant as of which Executive shall promptly provide the Company.
(c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to the extent such post-employment coverage is authorized by such plans, at JRMC’s expense for a period of twelve (12) months after the Termination Date, provided, however if post-employment coverage is not authorized under JRMC’s health insurance plan, then JRMC will pay Executive the premium cost for health insurance coverage that JRMC would have paid if Executive had continued being a participant in JRMC’s health insurance plan during such twelve month period; and
(C) any unpaid discretionary bonus awarded to Executive for the year prior to the year in which the Termination Date occurs, which shall be paid in accordance with a lump sum on the timing set forth in Section 3(bnormal bonus payment date.
(b) (If Executive is terminated by the Parent Company for Cause or due to death or Disability, or if later, the sixtieth a termination of employment occurs pursuant to Section 6(e) as a result of Executive’s delivering a timely Non-Renewal Notice:
(60thi) day within ten (10) days following the Termination Date)., JRMC shall pay to Executive the Accrued Obligations; and
(eii) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day days following the Termination Date, equal JRMC shall reimburse Executive for reasonable expenses incurred, but not paid prior to the greater of: Termination Date.
(Ac) fifty percent Except for payments provided under Sections 7(a)(i), 7(a)(ii), and 7(b), all compensation and benefits paid pursuant to this Section 7 shall cease and Executive shall promptly return any amount paid under Section 7(a)(iii) to JRMC if Executive violates any of the terms of Sections 4 or 5 above during the Restricted Period. In addition to these remedies, the Parent Company, the Companies and the Company Group shall have all other remedies provided by this Agreement and by law for the breach of Sections 4 or 5 above.
(50%d) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for For purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving “Termination Date” means the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) date of the total voting power of outstanding stock of the surviving or resulting entity is then Executive’s “beneficially ownedseparation from service” (within the meaning of Rule 13d-3 under Section 409A of the Securities Exchange Act Internal Revenue Code of 19431986, as amended (the “Exchange ActCode”)) , and the regulations promulgated thereunder (“Section 409A”). For purposes of this Agreement, “Change in Control” means (and, for purposes of this definition only, capitalized terms have the meaning defined in the aggregate by Amended and Restated Franklin Holdings (Bermuda), Ltd Equity Incentive Plan) the stockholders first to occur of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.following events:
Appears in 1 contract
Samples: Employment Agreement (James River Group Holdings, Ltd.)
Compensation and Benefits Upon Termination. (a) The Company’s obligation to compensate Executive ceases on the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as Upon termination of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may Executive's employment hereunder, he shall be entitled to receive receive, in any case, any compensation or other amount due to him pursuant to this Section 63 or 4 in respect of his employment prior to the Termination Date.
(b) If Executive is discharged as a result of a "For Cause Event" pursuant to Section 13, except for the Company terminates Executive’s employment without Cause or Executive resigns for Good Reasonpayment of any amount required to be made by Section 16(a), then from and after the Termination Date, the Company shall pay have no further obligation to Executive hereunder, including without limitation any obligation pursuant to Section 18.
(c) If the payments referenced above Executive's employment is terminated by him pursuant to Section 14(i) or by the Company other than as a result of a "For Cause Event" pursuant to Section 13, he shall be entitled to receive an amount equal to the product of (i) the sum of (A) his Base Salary in Subsections 6(a)(i), effect on the Termination Date and (iiB) his 5% Bonus for the last Bonus Period ending before the Termination Date (annualized if such Bonus Period is other than a 12-month fiscal year of the Company), and (iiiii) (collectivelya fraction, the “Accrued Payments”). In additionnumerator of which is the number of full months remaining in the balance of the Term after the Termination Date and the denominator of which is 36, subject but in no event more than an amount equal to 1.99 multiplied by his Base Salary in effect on the Termination Date.
(d) If the Executive’s compliance with Sections 8's employment terminates as a result of a Change of Control pursuant to Section 14(ii) and, 9if at the time Executive gives the Company the notice of termination referred to therein, 10the Company has not given to Executive a notice of termination upon his disability pursuant to Section 12 or as a result of a "For Cause Event" pursuant to Section 13, 11he shall be entitled to receive, 13 and 15 of this Agreement upon the terms and subject to the requirements conditions set forth in Section 16, he shall be entitled to receive the Parachute Amount (as hereinafter defined) in Section 17. If Executive is paid the Parachute Amount he shall not be entitled to receive the amounts payable under Section 16(c) above.
(e) If the Executive voluntarily terminates his employment pursuant to Section 15 at any time after November 30, 2002 and, if at the time Executive gives the Company the notice of termination referred to therein, the Company has not given to Executive a notice of termination upon his disability pursuant to Section 6(e12 or "For Cause Event" pursuant to Section 13, he shall be entitled to receive an amount equal to fifty percent (50%) below: of the product of (i) the Company will pay Executive sum of (A) his Base Salary in effect on the Termination Date and (B) his 5% Bonus for the last Bonus Period ending before the Termination Date (annualized if such Bonus Period is other than a 12-month fiscal year of the Company), and (ii) a fraction, the numerator of which is the number of full months elapsed during the Term immediately prior to the Termination Date and the denominator of which is 36, but in no event less than an amount equal to his/her fifty (50%) percent of his Base Salary as of in effect on the Termination Date for a period of twelve (12) months following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following if the Termination Date occurs after November 30, 2002 but prior to December 1, 2003, or seventy-five percent (with the first payment including a catch-up payment for any 75%) of his Base Salary that would have otherwise been paid in effect on the Termination Date if the Termination Date occurs after November 30, 2003 but prior to December 1, 2004.
(f) If the Executive's employment is terminated by him pursuant to Section 14(i) or 14(ii) of this Agreement, or by the Company other than as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act a result of 1985, as amended (“COBRA”)a "For Cause Event" pursuant to Section 13, the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive shall be entitled for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or if the Executive voluntarily terminates his employment pursuant to Section 15 of this Agreement, the Executive shall be entitled for the one (1) year period following the Termination Date, to (A) maintain an office either at the Company's premises comparable in size and location to the office maintained by Executive prior to the Termination Date and receive secretarial and clerical services, all at the Company's expense, or, at Executive's option or if the Company is not maintaining such offices at its place of business at which Executive performed his services at the Termination Date, then the Company shall reimburse the Executive for the cost of his maintaining a comparable office, secretarial and clerical services at such other location selected by Executive and (B) the date on which Company shall continue to maintain and pay for Executive becomes eligible and his family, or reimburse Executive for group health insurance coverage under another employer’s planthe cost of medical, notice of which Executive shall promptly provide the Company.
(c) If dental, and hospitalization benefits comparable to such benefits maintained by the Company terminates Executive’s employment for Cause or if during the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive twelve (or his/her estate12) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed months prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) IfAny amount payable to Executive upon termination of his employment hereunder shall be paid promptly, and in any event within the twelve thirty (1230) month period following a Change in Controldays, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following after the Termination Date, equal .
(h) Executive shall have no obligation hereunder to seek or to accept any other employment after the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, Termination Date or (B) his/her Target Bonus under otherwise to mitigate the MIPpayments required to be made by this Section. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, No compensation or other transfer amount received or receivable by Executive on account of all any employment or substantially all of engagement after the assets of the Company Termination Date shall be offset against or deducted from any payment required to any other person be made by this Section 16 or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board17.
Appears in 1 contract
Samples: Employment Agreement (Traffix Inc)
Compensation and Benefits Upon Termination. (a) The CompanyIn the event Employee’s obligation employment terminates for any reason, the Company shall pay to compensate Executive ceases on Employee all of his accrued and unused vacation and unpaid Compensation earned through the Termination Date except as to: (i) Separation Date. If the Company terminates Employee’s employment for any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned reason other than his death or disability, Cause, or Employee’s voluntary resignation, and due to Executive pursuant to Employee provides the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may Company with the Release described below, Employee shall be entitled to receive pursuant the following severance benefits (collectively, the “Severance Benefits”): (i) payments in an amount equivalent to this Section 6.
the Employee’s Compensation in effect as of the Separation Date, but not less than the rate of $25,000 per calendar month, subject to required payroll deductions and withholdings (b) If the Company terminates Executive“Severance Payments”), on the Company’s employment without Cause or Executive resigns for Good Reason, then regular payroll dates during the Company shall pay Executive period from the payments referenced above in Subsections 6(a)(ieffective date of the Release and continuing through the end of the Severance Period (as defined below), (ii)) a pro rata portion of any bonus that Employee would otherwise have been entitled to receive in the year of the employment termination, subject to required payroll deductions and withholdings, as and when otherwise payable under this Agreement or any bonus plan, and (iii) if Employee timely elects to continue his Company-provided group health insurance coverage pursuant to federal COBRA law, reimbursement from the Company for the cost of Employee’s COBRA premiums to continue his health insurance coverage at the same level of coverage for him and his dependents (collectivelyif applicable) in effect as of the Separation Date through the end of the Severance Period. As a condition of receipt of the Severance Benefits, Employee shall: (a) prior to his receipt of any of the Severance Benefits, provide the Company with an effective general release of known and unknown claims, in the form required by the Company (the “Release”), and (b) at any time during the Severance Period, respond fully to any Company inquiry regarding his post-termination employment, consulting and contracting activities. In no event will Employee vest in any stock options or other similar rights during the Severance Period. As used in this Section 3.2, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 Severance Period shall mean the period beginning on the Separation Date and 15 ending on the earliest of:
(a) the later of this Agreement and subject to the requirements of Section 6(e) below: (i) six (6) months, or (ii) the Company will pay Executive an amount equal to his/her Base Salary as of date that Employee becomes employed by another employer, or (iii) the Termination Date for a period of date that Employee becomes engaged in any independent contractor or consulting relationship with any entity or individual other than the Company; or
(b) the date that is twelve (12) months following after the Termination Separation Date, payable through the Company’s regular payroll procedures if employee does not become employed as outlined in (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day perioda); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.or
(c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits date that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Employee breaches his continuing obligations under Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 5 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for For purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors3.2, the persons who were directors of the Company before such election following definitions shall cease to constitute a majority of the Company’s Board.apply:
Appears in 1 contract
Compensation and Benefits Upon Termination. (a) The CompanyIf Employee’s obligation employment is terminated as a result of his death or Disability, the Company will pay or provide to compensate Executive ceases on the Termination Date except as toEmployee: (i1) any unpaid Base Salary earned by Executive as through the date of that timetermination; (ii2) reimbursement for any unreimbursed expenses incurred through the date of termination; (3) any unpaid amount actually earned and due to Executive pursuant to unused vacation time accrued (through the MIP; (iiidate of termination) any business expenses for which Executive is entitled to reimbursement under this Agreementin accordance with Company policy or as otherwise required by law; and (iv4) any compensation and/or other payments, benefits or fringe benefits to which Executive the Employee may be entitled under the terms of any applicable compensation arrangement or benefit plan or program or this Agreement, in all cases only through the date of termination (collectively items (1) through (4) shall be hereafter referred to receive pursuant to this Section 6as “Accrued Benefits”).
(b) If the Company terminates ExecutiveEmployee’s employment without Cause or Executive resigns is terminated for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(i), (ii), and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, cause under Section 9, or if Employee’s employment is terminated by Employee voluntarily under Section 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal or provide to his/her Base Salary as of the Termination Date for a period of twelve (12) months following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for Employee any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the CompanyAccrued Benefits.
(c) If Employee’s employment is terminated by the Company terminates Executiveother than for cause under Section 9, death or Disability, the Company will pay or provide the Employee with (i) any Accrued Benefits and (ii) subject to Employee’s employment for Cause or if compliance with the Executive terminates his/her employment without Good Reasonobligations herein, or if Executive’s employment ends a one time payment equal to six months of his Base Salary. Any amount due to his/her death, then the Company’s sole obligation Employee under clause (i) and (ii) of this Section shall be payable in a lump sum within thirty (30) days of termination of employment, except as provided in Section 12 hereof. Amounts payable to pay Executive (or his/her estate) only Employee under this Section 11(c), if any, are hereinafter referred to as the Accrued Payments“Parachute Amount.”
(d) If the Company terminates Executive’s Except as expressly set forth herein, any amount payable to Employee upon termination of his employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive hereunder shall be eligible to receive payment of the Target Bonus as set forth paid promptly, and in Section 3(bany event within thirty (30) abovedays, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to after the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.
Appears in 1 contract
Compensation and Benefits Upon Termination. (a) The In the event that the Company terminates this Agreement without cause or elects to have the Term of this Agreement expire, or if Executive terminates this Agreement for Good Reason, Executive is entitled to receive:
(1) severance pay in an amount equal to Executive's Base Salary for a period of eighteen (18) months after the termination date which shall be paid in accordance with the terms of Section 2 hereof;
(2) the continuation at the Company’s obligation to compensate Executive ceases on 's expense of coverage under all plans, insurance policies and other fringe benefits described in Section 2 hereof, for a period of eighteen (18) months after the Termination Date except as to: termination date;
(i3) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due discretionary bonus to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreementon the Executive's last day of employment; and and
(iv4) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6unused vacation and any non reimbursed reasonable business expenses.
(b) If Executive is terminated for cause, or the Company terminates Executive’s employment without Cause or Executive resigns for without Good ReasonReason or elects to have the Term of this Agreement expire, then the Company shall pay have no further obligations to Executive, except as provided in any stock option or other bonus or incentive plan to which Executive the payments referenced above in Subsections 6(a)(i), (ii)is entitled, and Executive shall have no further rights hereunder.
(iiic) If Executive is terminated for business performance, Executive is entitled to receive:
(collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e1) below: (i) the Company will severance pay Executive in an amount equal to his/her Executive's Base Salary as for twelve (12) months after the termination date which shall be paid in accordance with the terms of Section 2 hereof;
(2) the Termination Date continuation at the Company's expense of coverage under all plans, insurance policies and other fringe benefits described in Section 2 hereof, for a period of twelve (12) months following after the Termination Date, payable through the Company’s regular payroll procedures termination date;
(the “Severance Pay”3) commencing any discretionary bonus to which Executive is entitled on the sixtieth (60th) Executive's last day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period)of employment; and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.and
(c4) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Paymentsany unused vacation and any non reimbursed reasonable business expenses.
(d) If the Company terminates Executive’s employment Executive is terminated due to Disability or upon Executive’s deathDisability, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be is entitled to receive, :
(1) severance pay in an amount equal to Executive's Base Salary for twelve (12) months after the Accrued Payments. In addition, Executive termination date which shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth terms of Section 2 hereof;
(2) the continuation at the Company's expense of coverage under all health care insurance plans as provided in Section 3(b2(b) hereof, for a period of twelve (or if later, 12) months after the sixtieth (60th) day following the Termination Date)termination date.
(e) Notwithstanding any provision The payment of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above severance pay is subject to and expressly conditioned upon Executive’s 's execution of an enforceable release a Severance and waiver of Release Agreement by which Executive releases any and all legal claims agreement in a form satisfactory to Executive may have against the Company (the “Release Agreement”) and his/her compliance arising out of or relating to employment with the covenants in Sections 8, 9, 10, 11, 13 Company. All compensation and 15 of benefits made pursuant to this Agreement. If Section shall cease if Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days violates any of the Termination Date and Executive must execute it within the twenty-one (21) terms of Sections 4 or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within 5 during the twelve (12) month period months following a Change in Controlhis last day of employment. In addition to this remedy, as defined below, Executive is terminated without Cause or he/she resigns the Company shall have all other remedies provided by this Agreement and by law for Good Reason, but in either case subject to the provisions breach of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in 4 or Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board5 hereof.
Appears in 1 contract
Compensation and Benefits Upon Termination. (a) 5.1 The Company’s obligation to compensate Executive ceases on the Termination Date effective termination date except as to: (i) any unpaid Base Salary earned by Executive as of amounts due at that time; (ii) any unpaid amount actually earned and subsequently due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreementplan described in Section 3.2; and (iviii) any compensation and/or benefits to which Executive he may be entitled to receive pursuant to this Section 6Sections 5.2, 5.3, 5.4 or 5.5.
(b) 5.2 If the Company terminates Executive’s employment pursuant to Sections 4.1 (notice of non-renewal) or 4.2 (without Cause cause), or if Executive resigns for Good Reasonterminates Executive’s employment pursuant to Section 4.4 (breach of Agreement), then the Company Company’s sole obligation to Executive in lieu of any other damages or other relief to which he otherwise may be entitled, shall be to pay Executive Executive: (i) amounts due on the payments referenced above in Subsections 6(a)(i), effective date of the termination; (ii), ) any amounts subsequently due pursuant to the plan described in Section 3.2; and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 6,7,8 and 15 of this Agreement 9 and subject to Sections 3.7 and 5.6 (release), 24 monthly payments where each payment equals executive’s monthly rate of base salary in effect at the requirements time of such termination multiplied by 1.55, less applicable withholdings.
5.3 During the period during which Executive receives post-termination payments pursuant to Section 6(e5.2 (but in no event after the date the Executive becomes eligible for comparable coverage) below: he may continue to participate, to the extent permitted by the applicable plans and subject to their terms, conditions and eligibility requirements, in all employee welfare benefits plans (ias defined by the Employee Retirement Income Security Act of 1974, as amended) the in which Executive participated on his effective termination date. The Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months following the Termination Dateor, payable through at the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Datediscretion, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary actually paid, to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide such plans during the period. Notwithstanding the Company’s payment of or reimbursement for the premiums, any coverage under such plans shall be subject to the terms, conditions and eligibility requirements of such plans, and nothing in this Section shall constitute any guaranty of coverage.
(c) 5.4 If the Company terminates Executive’s employment for Cause as provided in Sections 4.3 (i) (death), (ii) (physical or mental inability to perform), (iii) (materially harmful acts or omissions), (iv) (other reasons recognized as “cause”) or (v) (Executive’s material breach) or if the Executive terminates his/her his employment pursuant to Section 4.1 (notice of non-renewal) or Section 4.2 (without Good Reason, or if Executive’s employment ends due to his/her deathcause), then the Company’s sole obligation shall be to pay Executive Executive: (or his/her estatei) only amounts due on the Accrued Payments.
effective termination date and (dii) If any amounts subsequently due pursuant to the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth plan described in Section 3(b) above3.2. Executive, subject except when employment terminates pursuant to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b4.3(i) (or if laterdeath), the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision shall comply with Sections 6,7,8 and 9 of this Agreement to the contrary, the upon expiration or termination of this Agreement.
5.5 The Company’s obligation to make any provide the payments or to provide any benefits under Sections 6(b) or Section 6(d) above 5.2 is subject to and conditioned upon Executive’s execution of an enforceable release of all claims and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her his compliance with the covenants in Sections 86, 97, 10, 11, 13 8 and 15 9 of this Agreement, in a format similar to that attached hereto. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, a release or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreementthese sections, then the Company’s obligation to compensate him/her him ceases on the effective Termination Date termination date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day amounts due at that time period specified in the Release Agreement. The Release Agreement and any payments amount subsequently due following its execution by Executive shall not be effective until any applicable revocation period has expiredpursuant to the plan described in Section 3.2.
(f) 5.6 Executive is not entitled to receive any compensation or benefits upon his/her his termination except as: (i) set forth in this Agreement, ; (ii) otherwise required by applicable law, ; or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she he participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement Agreement, however, is intended to waive or supplant any accrued death, disability, accidental death and dismembermentretirement, retirement 401 (k401(k) or pension benefits of the Company to which he/she he may be entitled under employee benefit plans of the Company in which he/she he participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.
Appears in 1 contract
Samples: Executive Employment Agreement (Quintiles Transnational Holdings Inc.)
Compensation and Benefits Upon Termination. (a) The 4.1 If Employee's employment or this Agreement is terminated for any reason other than Termination without Cause by the Company pursuant to Section 3.2 or Termination for Good Reason by Employee pursuant to Section 3.4, the Company’s 's obligation to compensate Executive Employee ceases on the effective date of such termination ("Termination Date"), except as to amounts due at such time for accrued Base Salary, earned incentive bonus (if any), or other accrued or vested benefits, including, without limitation, any accrued but unused vacation time payable under Company policy. Base Salary and any accrued but unused vacation shall be paid within thirty (30) days of the Termination Date. All other payments shall be made as quickly as possible in accordance with the terms of the applicable plans.
4.2 If Employee's employment under this Agreement is terminated under Section 3.2 (Termination without Cause) or Section 3.4 (Termination for Good Reason) then the Company's sole obligation shall be to pay Employee: (i) amounts due at the Termination Date for accrued Base Salary, or vested benefits, including, without limitation, any accrued but unused vacation time payable under Company policy and (ii) an amount equal to twelve times Employee's then current monthly Base Salary (less applicable withholdings) ("Post-Termination Payments"). Provided, however, that the Company's obligation to provide the payments under this Section 4.2 is conditioned upon Employee's execution of an enforceable release of all claims related to his employment ("Release") and his compliance with Sections 5 and 6 of this Agreement. Post-Termination Payments shall be payable in equal monthly installments, with payment(s) beginning after the effective date of the Release. If Employee chooses not to execute such a Release or fails to comply with Sections 5 and 6, then the Company's obligation to compensate him ceases on the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of to amounts due at that time; (ii) any unpaid amount actually earned and due to Executive pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6.
(b) If the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, then the Company shall pay Executive the payments referenced above in Subsections 6(a)(i), (ii), and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
(c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive 4.3 Employee is not entitled to receive any compensation or benefits upon his/her his termination except as: (i) set forth in this Agreement, ; (ii) otherwise required by applicable law, ; or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participatesEmployee participates with the following exception. Moreover, the The terms and conditions provided to Executive afforded Employee under this Agreement are in lieu of any severance benefits to which he/she Employee otherwise might be entitled pursuant to any a severance plan, policy and practice of the Company and or any of its affiliatespractice. Nothing in this Agreement Agreement, however, is intended to waive or supplant any accrued death, disability, accidental death and dismembermentretirement, retirement 401 (k401(k) pension benefits, or pension benefits of the Company group health continuation rights, if any, to which he/she he may be entitled under employee benefit plans of the Company in which he/she Employee participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.
Appears in 1 contract
Compensation and Benefits Upon Termination. (a) 4.1 The Company’s obligation to compensate Executive ceases on the Termination Date effective termination date except as to: (ia) any unpaid Base Salary amounts due or earned by Executive as of at that time; (ii) any unpaid amount actually earned and due to Executive time including vested options pursuant to the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this AgreementSection 2.5; and (ivb) any compensation and/or benefits to which Executive he may be entitled to receive pursuant to this Section 64.2.
(b) 4.2 If the Company terminates Executive’s employment pursuant to Section 3.1 (without Cause Cause) or if Executive resigns for terminates Executive’s employment pursuant to Section 3.2 (Good Reason), then the Company Company’s sole obligations shall be to pay Executive Executive:
(a) amounts due on the payments referenced above in Subsections 6(a)(i), effective termination date; and
(ii), and (iiib) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve six (126) months of Executive’s then current base salary (less any applicable taxes and withholdings) with payment of such amount to be made in substantially equal installments on the same payroll schedule applicable to Executive immediately prior to his separation from service. Such payments shall commence on the first such payroll date following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary his separation from service provided that would have otherwise been paid as Severance Pay during he has returned by such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following an executed, customary Release of all claims provided by the Termination DateCompany and any revocation period in the Release has expired. In addition, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary Executive any accrued, earned and unpaid bonus pursuant to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the CompanySection 2.4.
(c) 4.3 If the Company terminates Executive’s employment for Cause as provided in Section 3.3 or if the Executive terminates his/her his employment pursuant to Section 3.1 (without Good Reason, or if Executive’s employment ends due to his/her deathCause), then the Company’s sole obligation shall be to pay Executive amounts due or earned on the effective termination date. Executive, except when employment terminates pursuant to Section 3.2(a) (or his/her estate) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due death), shall continue to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b5 (Non-Competition) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the upon expiration or termination of this Agreement.
4.4 The Company’s obligation to make any payments or to provide any the payment and benefits under Sections 6(b) or Section 6(d) above 4.2 is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of all claims agreement in a form satisfactory to the Company (the “Release AgreementRelease”) and his/her his compliance with the covenants in Sections 8Non-Competition Agreement, 9, 10, 11, 13 and 15 of this Agreementas defined herein. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Non-Competition Agreement, then the Company’s obligation to compensate him/her ceases him shall cease on the effective Termination Date termination date except as to amounts due as of the Accrued Paymentsdate of termination. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date his separation from service, and Executive must execute it within the twenty-one (21) or time period specified in the Release, which shall not be longer than forty-five (45) day time period specified in days from the date of receipt. Such Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) 4.5 Executive is not entitled to receive any compensation or benefits upon his/her his termination except as: (i) as set forth in this Agreement, (ii) Agreement or otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she he participates. Moreover, the terms and conditions provided to afforded Executive under this Agreement are in lieu of any severance benefits to which he/she he otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliatesCompany. Nothing in this Agreement Agreement, however, is intended to waive or supplant any accrued death, disability, accidental death and dismembermentor other insurance or retirement, retirement 401 (k401(k) or pension benefits of the Company to which he/she he may be entitled under employee benefit plans of the Company in which he/she he participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day following the Termination Date, equal to the greater of: (A) fifty percent (50%) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943, as amended (the “Exchange Act”)) in the aggregate by the stockholders of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.
Appears in 1 contract
Samples: Executive Employment Agreement (Alpha Healthcare Acquisition Corp.)
Compensation and Benefits Upon Termination. (a) The Company’s obligation Subject to compensate Executive ceases on the provisions of Section 6, in the event of the occurrence of a Trigger Event, the Company will pay to you within thirty (30) days of the Date of Termination Date except as to: a lump sum amount equal to the aggregate of:
(i) any unpaid Base Salary earned by Executive one and one-half times your annual base salary at the rate in effect immediately prior to the Trigger Event (or such higher rate as may have been in effect within the ninety (90) days prior to the Notice of that timeTermination); and
(ii) any unpaid one and one-half times the annualized amount actually earned and due to Executive pursuant equal to the MIP; average annual cash bonus paid to (iiior accrued for) you by the Company during the three (3) full years preceding such Trigger Event or such shorter period of your employment divided by the lesser of three (3) or the period of your employment (expressed in years and any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6fraction thereof).
(bi) If For the period terminating eighteen (18) months after the Trigger Event, (the “Benefit Termination Date”), the Company shall maintain in full force and effect, for the continued benefit of you, your spouse and your dependents, all insured and self-insured employee medical, dental, and prescription drug plans in which you were eligible to participate immediately before the Trigger Event, provided that your continued participation is possible under such plans and you continue to pay the contribution amounts that the Company customarily charges employee participants in such plans for such coverage. If and to the extent that your continued participation is NOT possible under one or more of such plans, you, your spouse and/or dependents may elect COBRA health care continuation coverage under that plan or those plans, provided that the Company shall pay the COBRA premium costs for such coverage, and if such COBRA coverage is not available or can only be provided for a period that terminates Executive’s employment without Cause or Executive resigns before the Benefit Termination Date, in each case for Good Reasonreasons other than discretionary acts by you, your spouse and/or dependents, then the Company shall pay Executive the payments referenced above you in Subsections 6(a)(i), (ii), and (iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements of Section 6(e) below: (i) the Company will pay Executive an amount equal to his/her Base Salary as of the Termination Date for a period of twelve (12) months following the Termination Date, payable through the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period); and (ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
(c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable cash payment on the sixtieth (60th) first day following of each month during the period that begins on the date that such coverage is not available or cannot be provided and ends on the Benefit Termination Date, equal to the greater of: COBRA premium (or the full monthly premium cost, if no COBRA premium is prescribed) for coverage.
(ii) Additionally, in the event of a Trigger Event, the Company will pay to you within thirty (30) days of your Date of Termination a lump sum cash payment equal to the dollar amount defined in paragraph (A) fifty percent (50%) of Executive’s then Base Salary, or reduced by the dollar amount defined in paragraph (B) his/her Target Bonus below.
(A) The lump sum cash present value, determined as of the Benefit Termination Date using reasonable actuarial assumptions, of the accrued benefit payable to you at your normal retirement date in the form of a single life annuity under the MIP. A “Change Company’s pension plan as in Control,” effect on the Trigger Event, assuming that you are continuously employed by the Company through the Benefit Termination Date and receive compensation through that date at your rate of earnings in effect on the date of the Trigger Event.
(B) The lump sum cash present value, determined as defined herein solely for purposes of this Agreementthe date that your employment with the Company terminated using reasonable actuarial assumptions, shall mean: (i) any merger, consolidation, or reorganization involving of the accrued benefit payable to you at your normal retirement date in the form of a single life annuity under the Company’s pension plan.
(c) The Company shall maintain with a reputable carrier directors and officers liability coverage for your benefit with coverage amounts at least equal to those in place prior to the Trigger Event and on terms at least as favorable as the terms of such coverage prior to the Trigger Event.
(d) Immediately prior to a Change of Control, in which, immediately after giving effect all of your then outstanding options to such merger, consolidation or reorganization, less than fifty percent (50%) of the total voting power of outstanding purchase common stock of the surviving or resulting entity is then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1943Company shall be accelerated so that they shall become immediately exercisable in full; provided, as amended (the “Exchange Act”)) in the aggregate by the stockholders event of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer a Change of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) Control as a result of or a tender offer, such options shall become fully exercisable in connection with a contested election timely manner such that you may participate in such tender offer at any stage.
(e) The Company hereby covenants and agrees that in the event of directorsa Change of Control the Company and its successors and assigns will continue in effect any Plan (as hereinafter defined, excluding any equity compensation plan) in which you are participating at the persons who were directors time of the Change in Control of the Company before (or Plans providing you with at least substantially similar benefits in the aggregate), and that it will not take any action, or fail to take any action, which would adversely affect your continued participation in any of such election shall cease Plans on at least as favorable a basis to constitute a majority you as is the case on the date of the Company’s BoardChange in Control or which would materially reduce your benefits in the future under any of such Plans or deprive you of any material benefit of such Plans enjoyed by you at the time of the Change in Control.
Appears in 1 contract
Compensation and Benefits Upon Termination. (a) The Company’s obligation to compensate Executive ceases on If, during the Termination Date except as to: (i) any unpaid Base Salary earned by Executive as of that time; (ii) any unpaid amount actually earned and due to Executive pursuant to Term, the MIP; (iii) any business expenses for which Executive is entitled to reimbursement under this Agreement; and (iv) any compensation and/or benefits to which Executive may be entitled to receive pursuant to this Section 6.
(b) If the Parent Company terminates Executive’s employment without Cause Cause, there is a Company Non-Renewal Termination, or Executive resigns terminates his employment for Good Reason, then then:
(i) as soon as practicable following such termination but no later than ten (10) days after the Company Termination Date (as defined below), FLIMCO shall pay to Executive his accrued but yet unpaid base salary earned through the payments referenced above in Subsections 6(a)(iTermination Date and any accrued, but unused vacation pay through the Termination Date (the “Accrued Obligations”), ;
(ii)) within forty-five (45) days following the Termination Date, and FLIMCO shall reimburse Executive for reasonable expenses incurred, but not paid prior to the Termination Date;
(iii) (collectively, the “Accrued Payments”). In addition, subject to Executive’s compliance with Sections 8, 9, 10, 11, 13 and 15 of this Agreement and subject to the requirements execution and delivery of a general release (which release shall not alter or result in the waiver of Executive’s right to exercise the portion of any stock option or other equity award that vested through the Termination Date, or any rights under this Section 6(e7(a)) below: in a form acceptable to the Parent Company within forty five (i45) days after the Company will pay Termination Date (the “Release Expiration Date”), which release has not been revoked, Executive is entitled to receive:
(A) In the event of a termination without Cause or for Good Reason (I) before or 12 months or more after a Change in Control (as defined in Section 7(d)), an amount equal to his/her Base Salary as Executive’s base salary for a period of eighteen (18) months after the Termination Date Date, or (II) within twelve (12) months after a Change in Control, an amount equal to Executive’s base salary for a period of thirty (30) months after the Termination Date, or (B) in the event of a Company Non-Renewal Termination, an amount equal to Executive’s base salary for a period of twelve (12) months after the Termination Date, which, in any case shall be paid in periodic installments in accordance with FLIMCO’s normal payroll practices in effect as of the Termination Date commencing on the first payroll cycle which is at least ten (10) business days after the 45th day after the Termination Date;
(B) the continuation of coverage under all employee benefit insurance plans in which Executive was a participant as of the Termination Date, to the extent such post-employment coverage is authorized by such plans, at FLIMCO’s expense for the period of eighteen (18) after the Termination Date (for a termination without Cause or for Good Reason) or the period of twelve (12) months after the Termination Date (for a Company Non-Renewal Termination), provided, however if post-employment coverage is not authorized under such health insurance plan, then FLIMCO will pay Executive the premium cost for health insurance coverage that FLIMCO would have paid if Executive had continued being a participant in such health insurance plan during the applicable 12 month or 18 month period; and
(C) any unpaid discretionary bonus awarded to Executive for the year prior to the year in which the Termination Date occurs, which shall be paid in a lump sum on the normal bonus payment date for Parent Company bonuses for such preceding fiscal year.
(iv) In the event that Executive fails to execute the Release on or prior to the Release Expiration Date, Executive shall not be entitled to any payments or benefits pursuant to Section 7(a)(iii). Notwithstanding the foregoing, if the Release could become effective during the calendar year following the calendar year of the Termination Date, then no such payments that constitute “deferred compensation” under Internal Revenue Code Section 409A shall be made earlier than the first day of the calendar year following the calendar year of the Termination Date.
(b) If Executive’s employment is terminated as a result of death or by the Parent Company for Cause or because of Disability, or if a termination of employment occurs pursuant to Section 6(e) as a result of Executive’s delivering a timely Non-Renewal Notice:
(i) within ten (10) days following the Termination Date, payable through FLIMCO shall pay to Executive the Company’s regular payroll procedures (the “Severance Pay”) commencing on the sixtieth (60th) day following the Termination Date (with the first payment including a catch-up payment for any Base Salary that would have otherwise been paid as Severance Pay during such sixty (60) day period)Accrued Obligations; and and
(ii) if Executive timely elects continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall, on the sixtieth (60th) day following the Termination Date, reimburse Executive for the entire amount of any premiums paid by Executive prior to such date necessary to continue such COBRA coverage for Executive and Executive’s covered spouse and eligible dependents and thereafter the Company shall pay the entire premium necessary to continue such coverage, in each case, until the earlier of (A) the expiration of the eighteen (18) month period following the Termination Date, or (B) the date on which Executive becomes eligible for group health insurance coverage under another employer’s plan, notice of which Executive shall promptly provide the Company.
(c) If the Company terminates Executive’s employment for Cause or if the Executive terminates his/her employment without Good Reason, or if Executive’s employment ends due to his/her death, then the Company’s sole obligation shall be to pay Executive (or his/her estate) only the Accrued Payments.
(d) If the Company terminates Executive’s employment due to Disability or upon Executive’s death, the Company shall pay Executive or his/her estate, in addition to any short term or long term disability benefits that he/she may have received and/or be entitled to receive, the Accrued Payments. In addition, Executive shall be eligible to receive payment of the Target Bonus as set forth in Section 3(b) above, subject to the terms of the MIP and to the extent actually earned for the fiscal year in which such termination takes place, prorated based on the number of days in such fiscal year that Executive was employed prior to the Termination Date, to be paid in accordance with the timing set forth in Section 3(b) (or if later, the sixtieth (60th) day following the Termination Date).
(e) Notwithstanding any provision of this Agreement to the contrary, the Company’s obligation to make any payments or to provide any benefits under Sections 6(b) or Section 6(d) above is subject to and conditioned upon Executive’s execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company (the “Release Agreement”) and his/her compliance with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the covenants in Sections 8, 9, 10, 11, 13 and 15 of this Agreement, then the Company’s obligation to compensate him/her ceases on the effective Termination Date except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of the Termination Date and Executive must execute it within the twenty-one (21) or forty-five (45) day time period specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.
(f) Executive is not entitled to receive any compensation or benefits upon his/her termination except as: (i) set forth in this Agreement, (ii) otherwise required by applicable law, or (iii) otherwise specifically required by any employee benefit plan of the Company in which he/she participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he/she otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or any of its affiliates. Nothing in this Agreement however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he/she may be entitled under employee benefit plans of the Company in which he/she participates.
(g) If, within the twelve (12) month period following a Change in Control, as defined below, Executive is terminated without Cause or he/she resigns for Good Reason, but in either case subject to the provisions of Section 6(e) above, Executive shall, in addition to the payments and benefits set forth in Section 6(b), be entitled to a lump sum payment, payable on the sixtieth (60th) day days following the Termination Date, equal FLIMCO shall reimburse Executive for reasonable expenses incurred, but not paid prior to the greater of: Termination Date.
(Ac) fifty percent Except for payments provided under Sections 7(a)(i), 7(a)(ii), and 7(b), all compensation and benefits paid pursuant to this Section 7 shall cease and Executive shall promptly return any amount paid under Section 7(a)(iii) to FLIMCO if Executive violates any of the terms of Sections 4 or 5 above during the Restricted Period. In addition to these remedies, the Parent Company, the Companies and the Holdings Group shall have all other remedies provided by this Agreement and by law for the breach of Sections 4 or 5 above.
(50%d) of Executive’s then Base Salary, or (B) his/her Target Bonus under the MIP. A “Change in Control,” as defined herein solely for For purposes of this Agreement, shall mean: (i) any merger, consolidation, or reorganization involving “Termination Date” means the Company, in which, immediately after giving effect to such merger, consolidation or reorganization, less than fifty percent (50%) date of the total voting power of outstanding stock of the surviving or resulting entity is then Executive’s “beneficially ownedseparation from service” (within the meaning of Rule 13d-3 under Section 409A of the Securities Exchange Act Internal Revenue Code of 19431986, as amended (the “Exchange ActCode”)) , and the regulations promulgated thereunder (“Section 409A”). For purposes of this Agreement, “Change in Control” means (and, for purposes of this definition only, capitalized terms have the meaning defined in the aggregate by Xxxxx River Group Holdings, Ltd. 2014 Long-Term Incentive Plan, as amended) the stockholders first to occur of the Company immediately prior to such merger consolidation or reorganization; (ii) any sale, lease, exchange, or other transfer of all or substantially all of the assets of the Company to any other person or entity (other than to one or more wholly-owned subsidiaries of the Company) in a transaction or a series of related transactions; (iii) the dissolution or liquidation of the Company; (iv) when any person or entity not currently a stockholder, including a “group” as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than fifty percent (50%) of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Company’s Board.following events:
Appears in 1 contract
Samples: Employment Agreement (James River Group Holdings, Ltd.)
