Compensation Following Termination. a. If the Employment Period or this Agreement is terminated (i) by the Company for Cause, (ii) through expiration of the Employment Period, or (iii) pursuant to the provisions of Section 2, then the Company shall have no further obligations hereunder or otherwise with respect to the Executive's employment from and after the effective date of termination (except payment of the Salary, bonus if any, and benefits described in Section 3 herein, in each case which have accrued through the effective date of termination or expiration), and the Company shall continue to have all other rights available hereunder, including without limitation, all rights under any provisions of Sections 6, 7 and 8 at law or in equity. b. If the Employment Period or this Agreement is terminated by the Company due to the disability of the Executive, as defined in Section 4.c., the Executive shall be entitled to receive all Salary and other compensation earned but unpaid through the date of termination, plus such amount(s), if any, as may be payable to the Executive pursuant to any disability insurance maintained by the Company. c. If the Employment Period or this Agreement is terminated by the Company due to the death of the Executive, the Executive's estate shall be entitled to receive all Salary and other compensation earned but unpaid through the date of termination, plus an amount equal to six (6) months' Salary at the then current rate, to be paid in accordance with the Company's normal payroll policies, and to be subject to all applicable withholding taxes and any other amounts required by law to be withheld. d. Provided that the Executive continues to comply with each of the provisions of Sections 6, 7 and 8 of this Agreement during all the applicable periods, if the Employment Period is terminated by the (i) Company without Cause as described in Section 4 hereof or (ii) the Executive for "Good Reason", as hereinafter defined, the Executive shall be entitled to receive as severance pay the greater of (I) the Executive's then current Salary hereunder for the period of time which would have been remaining in the initial Employment Period or any renewal period, as the case may be, or (II) two year's Salary at the then current rate, in each case payable in one lump sum within thirty (30) days following termination, subject to all applicable withholding taxes and any other amounts required by law to be withheld. e. For purposes hereof, "Good Reason" means (i) the material reduction in, or the assignment of duties to the Executive which would be materially inconsistent with, the Executive's responsibilities, duties and authorities described in Section 2.c. (other than as a result of the Executive's failure to perform the Executive's duties and responsibilities in accordance with this Agreement), or (ii) a reduction in the Executive's Salary or failure to pay any material amount owing to or provide a material benefit owing to the Executive within ten (10) business days of the day such amount or benefit is due, or (iii) the relocation of the Company's offices to a location not in Miami-Dade, Broward or Palm Beach Counties, Florida, and a requirement that the Executive perform his services to the Company from such relocated offices, in each case which continues unremedied for a period of twenty (20) business days after the Executive has given written notice to the Company specifying in reasonable detail the relevant acts or omissions. It is expressly understood and agreed that unless the Executive provides the written notice described in the immediately preceding sentence within twenty (20) business days after the Executive know or has reason to know of the occurrence of any act or omission of the type described in clauses (i), (ii) or (iii) of the immediately preceding sentence, the Executive shall be deemed to have consented thereto and such particular act or omission shall no longer constitute or be capable of constituting Good Reason for purposes of this Agreement.
Appears in 1 contract
Samples: Executive Employment Agreement (Phone1globalwide Inc)
Compensation Following Termination. a. If the Employment Period or this Agreement is terminated (i) by the Company for Cause, (ii) through expiration of the Employment Period, or (iii) pursuant to the provisions of Section 2, then the Company shall have no further obligations hereunder or otherwise with respect to the Executive's employment from and after the effective date of termination (except payment of the Salary, bonus if any, and benefits described in Section 3 herein, in each case which have accrued through the effective date of termination or expiration), and the Company shall continue to have all other rights available hereunder, including without limitation, all rights under any provisions of Sections 6, 7 and 8 at law or in equity.
b. If the Employment Period or this Agreement is terminated by the Company due to the disability of the Executive, as defined in Section 4.c., the Executive shall be entitled to receive all Salary and other compensation earned but unpaid through the date of termination, plus such amount(s), if any, as may be payable to the Executive pursuant to any disability insurance maintained by the Company.
c. If the Employment Period or this Agreement is terminated by the Company due to the death of the Executive, the Executive's ’s estate shall be entitled to receive all Salary and other compensation earned but unpaid through the date of termination, plus an amount equal to six (6) months' ’ Salary at the then current rate, to be paid in accordance with the Company's normal payroll policies, and to be subject to all applicable withholding taxes and any other amounts required by law to be withheld.
d. Provided that the Executive continues to comply with each of the provisions of Sections 6, 7 and 8 of this Agreement during all the applicable periods, if the Employment Period is terminated by the (i) Company without Cause as described in Section 4 4.a.(ii) hereof or (ii) the Executive for "Good Reason", as hereinafter defined, the Executive shall be entitled to receive as severance pay the greater of (I) the Executive's then current Salary hereunder for the period of time which would have been remaining in the initial Employment Period or any renewal period, as the case may be, or (II) two year's Salary at the then current rate, in each case payable in one lump sum within thirty (30) days following termination, subject to all applicable withholding taxes and any other amounts required by law to be withheld.
e. For purposes hereof, "Good Reason" means (i) the material reduction in, or the assignment of duties to the Executive which would be materially inconsistent with, the Executive's responsibilities, duties and authorities described in Section 2.c. (other than as a result of the Executive's failure to perform the Executive's duties and responsibilities in accordance with this Agreement), or (ii) a reduction in the Executive's Salary or failure to pay any material amount owing to or provide a material benefit owing to the Executive within ten (10) business days of the day such amount or benefit is due, or (iii) the relocation of the Company's ’s offices to a location not in Miami-Dade, Broward or Palm Beach Counties, Florida, and a requirement that the Executive perform his services to the Company from such relocated offices, in each case which continues unremedied for a period of twenty (20) business days after the Executive has given written notice to the Company specifying in reasonable detail the relevant acts or omissions. It is expressly understood and agreed that unless the Executive provides the written notice described in the immediately preceding sentence within twenty (20) business days after the Executive know or has reason to know of the occurrence of any act or omission of the type described in clauses (i), (ii) or (iii) of the immediately preceding sentence, the Executive shall be deemed to have consented thereto and such particular act or omission shall no longer constitute or be capable of constituting Good Reason for purposes of this Agreement.
f. Provided that the Executive continues to comply with each of the provisions of Sections 6, 7 and 8 of this Agreement during all the applicable periods, if the Employment Period is terminated by the Executive or otherwise upon a Change of Control (as hereinafter defined) of the Company, the Executive shall be entitled to receive from the Company as severance an amount equal to the greater of (i) the Executive's then current Salary for the period of time which would have been remaining in the initial Employment Period or any renewal period, as the case may be, or (ii) two (2) year's Salary at the then current rate, in each case payable in one lump sum within thirty (30) days following termination, subject to all applicable withholding taxes and any other amounts required by law to be withheld.
g. For purposes of the preceding subsection, a “Change in Control” shall mean the occurrence of one or more of the following events:
(i) a change in identity of a majority of members of the Company’s Board of Directors from those individuals constituting the Board of Directors on the date set forth in the Preamble to this Agreement;
(ii) the acquisition of fifty (50) percent or more of the outstanding voting securities of the Company, where the acquirer(s) own(s) beneficially less than fifteen (15) percent of the outstanding voting securities of the Company as of the date set forth in the Preamble to this Agreement;
(iii) the sale of all or substantially all of the Company’s assets, including sale of more than fifty (50) percent of the stock or all or substantially all of the assets of Phone1, Inc. or Globaltron Communications Corporation, other than in a “form over substance” reorganization;
(iv) a merger, share exchange or similar business combination where the Company is not the surviving entity to such combination, other than in a “form over substance” reorganization. For purposes hereof, a Change in Control shall be deemed to have occurred on the effective date of the event described in (i) through (iv) of this subsection g.
h. Provided that the Executive continues to comply with each of the provisions of Sections 6, 7 and 8 of this Agreement during all the applicable periods:
(i) if the Employment Period is terminated by (A) the Company without Cause (i.e., the absence of an event described in Section 4.b. hereof, (B) the Executive for "Good Reason", as defined in Section 5.e. or (C) in connection with a Change in Control, as defined in Section 5.g., all options previously granted to the Executive that have not yet vested shall immediately vest and shall be exercisable for a period of three years from the date of termination, and the shares issuable upon exercise of such options shall be accorded piggy-back registration rights for the life of the options (except with respect to the filing of a registration statement on Form S-4 or similar form);
(ii) if the Employment Period is terminated by the by the Employee without Good Reason, all outstanding options that have vested shall be exercisable for a period of sixty (60) days following termination;
(iii) if the Employment Period is terminated by the Company, for Cause, all outstanding options shall be cancelled as of the date of termination; and
(iv) if the Employment Period is terminated due to the death or disability of the Executive, all outstanding options shall continue in force to the extent provided, and in accordance with, the instrument(s) of grant. Notwithstanding the foregoing, in the event the Employment Agreement terminates upon the occurrence of an event in which the Company is not the surviving entity, then the Company shall provide the Executive with not less than thirty (30) days prior written notice of the effective date of the event and, at the option of the Executive (x) the option may be exercised on a cashless basis prior to the effective date of the event, (y) the Executive may sell the option to the Company or the other party to the event, at a price equal to the fair market value (net of the exercise price of the option) of the underlying shares of common stock as of the trading day immediately prior to the effective date of the event, or (z) the Executive may elect to have the options treated in the manner that all other outstanding options are treated under the agreement governing the subject event.
Appears in 1 contract
Samples: Executive Employment Agreement (Phone1globalwide Inc)
Compensation Following Termination. a. If the Employment Period or this Agreement is terminated (i) by the Company for Cause, (ii) through expiration of the Employment Period, or (iii) pursuant to the provisions of Section 2, then the Company shall have no further obligations hereunder or otherwise with respect to the Executive's employment from and after the effective date of termination (except payment of the Salary, bonus if any, and benefits described in Section 3 herein, in each case which have accrued through the effective date of termination or expiration), and the Company shall continue to have all other rights available hereunder, including without limitation, all rights under any provisions of Sections 6, 7 and 8 at law or in equity.
b. If the Employment Period or this Agreement is terminated by the Company due to the disability of the Executive, as defined in Section 4.c., the Executive shall be entitled to receive all Salary and other compensation earned but unpaid through the date of termination, plus such amount(s), if any, as may be payable to the Executive pursuant to any disability insurance maintained by the Company.
c. If the Employment Period or this Agreement is terminated by the Company due to the death of the Executive, the Executive's estate shall be entitled to receive all Salary and other compensation earned but unpaid through the date of termination, plus an amount equal to six (6) months' Salary at the then current rate, to be paid in accordance with the Company's normal payroll policies, and to be subject to all applicable withholding taxes and any other amounts required by law to be withheld.
d. Provided that the Executive continues to comply with each of the provisions of Sections 6, 7 and 8 of this Agreement during all the applicable periods, if the Employment Period is terminated by the (i) Company without Cause as described in Section 4 hereof or (ii) the Executive for "Good Reason"Company, as hereinafter defined, the Executive Employee shall be entitled to receive as severance pay the greater of (Ii) the Executive's then current all previously earned and accrued but unpaid Initial Base Salary hereunder for the period of time which would have been remaining in the initial Employment Period or any renewal periodSecond Renewal Term Base Salary, as the case may be, or (II) two year's Salary at up to the then current rate, Termination Date and reimbursement of any expenses incurred by Employee prior to the Termination Date in each case payable in one lump sum within thirty (30) days following termination, subject to all applicable withholding taxes and any other amounts required by law to be withheldaccordance with Section 2(e).
e. For purposes hereof, "Good Reason" means (i) Following the material reduction intermination of the Employment Period, or the assignment of duties Employee agrees that: (A)
(1) Employee shall be entitled to the Executive which would be materially inconsistent withpayments and services provided for in this Section 4(a), the Executive's responsibilitiesif any, duties if and authorities described in Section 2.c. (other than only if Employee has not breached as a result of the Executive's failure Termination Date the provisions of Section 5 hereof and does not breach Section 5 at any time during the period for which such payments or services are to perform the Executive's duties be made and responsibilities in accordance with this Agreement), or (ii2) a reduction in the Executive's Salary or failure to pay any material amount owing to or provide a material benefit owing to the Executive within ten (10) business days of the day such amount or benefit is due, or (iii) the relocation of the Company's offices obligation to a location not in Miami-Dade, Broward or Palm Beach Counties, Florida, make such payments and a requirement that the Executive perform his services to the Company from such relocated offices, in each case which continues unremedied for a period of twenty (20) business days after the Executive has given written notice to the Company specifying in reasonable detail the relevant acts or omissions. It is expressly understood and agreed that unless the Executive provides the written notice described in the immediately preceding sentence within twenty (20) business days after the Executive know or has reason to know of will terminate upon the occurrence of any act such breach during any such period; (B) any payments pursuant to this Section 4(a) shall be paid by the Company in regular installments in accordance with the Company's general payroll practices and shall be subject to customary withholding, payroll and other taxes, and following such payments the Company shall have no further obligation to Employee pursuant to this Section 4(a) except as provided by law; (C) Employee hereby agrees that except as expressly provided herein, no compensation of any kind, nature or omission amount shall be payable to Employee, except as expressly provided herein; and (D) all of Employee's rights to any benefits hereunder shall cease upon the termination of the type described Employment Period. Notwithstanding anything to the contrary in clauses (ithis Section 4(a), (iino payments shall be due under this Section 4(a) or (iii) unless and until Employee shall have executed a customary general release and waiver of claims of the immediately preceding sentenceCompany, in form reasonably satisfactory to the Executive Company, and the execution of such general release and waiver of claims shall be deemed a condition to have consented thereto and such particular act or omission shall no longer constitute or be capable of constituting Good Reason for purposes of Employee's rights under this AgreementSection 4(a).
Appears in 1 contract
Samples: Employment Agreement (Jill Kelly Productions Holding, Inc.)
Compensation Following Termination. a. If the Employment Period or this Agreement is terminated (ia) by the Company for Cause, (ii) through expiration of the Employment Period, or (iii) pursuant Subject to the provisions terms and conditions of Section 2this Agreement, then the Company shall have no further obligations hereunder or otherwise with respect to the Executive's employment from and after the effective date of termination (except payment of the Salary, bonus if any, and benefits described upon a Termination Following Change in Section 3 herein, in each case which have accrued through the effective date of termination or expiration), and the Company shall continue to have all other rights available hereunder, including without limitation, all rights under any provisions of Sections 6, 7 and 8 at law or in equity.
b. If the Employment Period or this Agreement is terminated by the Company due to the disability of the Executive, as defined in Section 4.c.Control, the Executive shall be entitled to receive all Salary and other compensation earned but unpaid through the date of (i) a lump sum payment, within fifteen (15) days following such termination, plus such amount(s), if any, as may be payable to the Executive pursuant to any disability insurance maintained by the Company.
c. If the Employment Period or this Agreement is terminated by the Company due to the death of the Executive, the Executive's estate shall be entitled to receive all Salary and other compensation earned but unpaid through the date of termination, plus in an amount equal to six two times the highest annual level of total cash compensation (6including any and all bonus amounts) months' Salary at the then current rate, paid to be paid in accordance with the Company's normal payroll policies, and to be subject to all applicable withholding taxes and any other amounts required by law to be withheld.
d. Provided that the Executive continues to comply with each of the provisions of Sections 6, 7 and 8 of this Agreement during all the applicable periods, if the Employment Period is terminated by the Company (ias reported on Form W-2) Company without Cause as described in Section 4 hereof or during the three calendar years ended immediately prior to such termination, (ii) payment by the Company of continuing health coverage for a period of twenty-four (24) months, at a level commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control.
(b) The Executive shall not be required to mitigate the amount of any payment provided for "Good Reason"in this Section 5 by seeking other employment or otherwise, as hereinafter defined, nor shall the amount of any payment or benefit provided for in this Section 5 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise, provided however, if Executive receives health coverage through subsequent employment during such twenty-four (24) month period at a level commensurate with that which Executive enjoyed with the Company, the Company's obligations under Section 5 (a) (ii) shall cease when Executive commences to receive as severance pay such health coverage.
(c) Anything to the greater of (I) the Executive's then current Salary hereunder for the period of time which would have been remaining in the initial Employment Period or any renewal periodcontrary notwithstanding, as the case may be, or (II) two year's Salary at the then current rate, in each case payable in one lump sum within thirty (30) days following termination, subject to all applicable withholding taxes and any other amounts payments required by law to be withheld.
e. For purposes hereof, "Good Reason" means (i) made by the material reduction in, or the assignment of duties Company hereunder to the Executive which would or his estate or beneficiaries shall be materially inconsistent with, the Executive's responsibilities, duties and authorities described in Section 2.c. (other than as a result of the Executive's failure to perform the Executive's duties and responsibilities in accordance with this Agreement), or (ii) a reduction in the Executive's Salary or failure to pay any material amount owing to or provide a material benefit owing subject to the Executive within ten (10) business days withholding of the day such amount or benefit is dueamounts, or (iii) the relocation of the Company's offices if any, relating to a location not in Miami-Dade, Broward or Palm Beach Counties, Florida, tax and a requirement that the Executive perform his services to other payroll deductions as the Company from such relocated offices, in each case which continues unremedied for a period of twenty (20) business days after the Executive has given written notice may reasonably determine it should withhold pursuant to the Company specifying in reasonable detail the relevant acts or omissions. It is expressly understood and agreed that unless the Executive provides the written notice described in the immediately preceding sentence within twenty (20) business days after the Executive know or has reason to know of the occurrence of any act or omission of the type described in clauses (i), (ii) or (iii) of the immediately preceding sentence, the Executive shall be deemed to have consented thereto and such particular act or omission shall no longer constitute or be capable of constituting Good Reason for purposes of this Agreementapplicable law.
Appears in 1 contract
Samples: Employment Severance Agreement (Medsource Technologies Inc)
Compensation Following Termination. a. If the Employment Period or this Agreement is terminated (ia) by the Company for Cause, (ii) through expiration of the Employment Period, or (iii) pursuant Subject to the provisions terms and conditions of Section 2this Agreement, then the Company shall have no further obligations hereunder or otherwise with respect to the Executive's employment from and after the effective date of termination (except payment of the Salary, bonus if any, and benefits described upon a Termination Following Change in Section 3 herein, in each case which have accrued through the effective date of termination or expiration), and the Company shall continue to have all other rights available hereunder, including without limitation, all rights under any provisions of Sections 6, 7 and 8 at law or in equity.
b. If the Employment Period or this Agreement is terminated by the Company due to the disability of the ExecutiveControl, as defined in Section 4.c.SECTION 4, which occurs during the term of this Agreement, the Executive shall be entitled to receive (i) a lump sum payment, within fifteen (15) days following such termination, in an amount equal to two and one-half times the highest annual level of total cash compensation (including any and all Salary and other compensation earned bonus amounts) paid to the Executive by the Company (as reported on Form W-2) during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of all previously granted but unpaid through unvested stock options to acquire securities from the Company which were outstanding on the date of the termination, plus and (iii) continuing health coverage for a period of twenty-four (24) months, at a level commensurate with that which the Executive enjoyed with the Company immediately prior to such amount(sChange in Control.
(b) The Executive shall not be required to mitigate the amount of any payment provided for in this SECTION 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this SECTION 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise.
(c) Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may be payable to the Executive reasonably determine it should withhold pursuant to any disability insurance maintained by the Company.
c. If the Employment Period applicable law or this Agreement is terminated by registration. In lieu of withholding such amounts, the Company due may accept other provisions to the death of the Executive, the Executive's estate shall be entitled end that it has sufficient funds to receive pay all Salary and other compensation earned but unpaid through the date of termination, plus an amount equal to six (6) months' Salary at the then current rate, to be paid in accordance with the Company's normal payroll policies, and to be subject to all applicable withholding taxes and any other amounts required by law to be withheld.
d. Provided that the Executive continues to comply with each of the provisions of Sections 6, 7 and 8 of this Agreement during all the applicable periods, if the Employment Period is terminated by the (i) Company without Cause as described withheld in Section 4 hereof or (ii) the Executive for "Good Reason", as hereinafter defined, the Executive shall be entitled to receive as severance pay the greater of (I) the Executive's then current Salary hereunder for the period of time which would have been remaining in the initial Employment Period or any renewal period, as the case may be, or (II) two year's Salary at the then current rate, in each case payable in one lump sum within thirty (30) days following termination, subject to all applicable withholding taxes and any other amounts required by law to be withheld.
e. For purposes hereof, "Good Reason" means (i) the material reduction in, or the assignment of duties to the Executive which would be materially inconsistent with, the Executive's responsibilities, duties and authorities described in Section 2.c. (other than as a result of the Executive's failure to perform the Executive's duties and responsibilities in accordance with this Agreement), or (ii) a reduction in the Executive's Salary or failure to pay any material amount owing to or provide a material benefit owing to the Executive within ten (10) business days of the day such amount or benefit is due, or (iii) the relocation of the Company's offices to a location not in Miami-Dade, Broward or Palm Beach Counties, Florida, and a requirement that the Executive perform his services to the Company from such relocated offices, in each case which continues unremedied for a period of twenty (20) business days after the Executive has given written notice to the Company specifying in reasonable detail the relevant acts or omissions. It is expressly understood and agreed that unless the Executive provides the written notice described in the immediately preceding sentence within twenty (20) business days after the Executive know or has reason to know of the occurrence respect of any act or omission all of the type described in clauses (i), (ii) or (iii) of the immediately preceding sentence, the Executive shall be deemed to have consented thereto and such particular act or omission shall no longer constitute or be capable of constituting Good Reason for purposes of this Agreementpayments.
Appears in 1 contract
Compensation Following Termination. a. If the Employment Period or this Agreement is terminated (ia) by the Company for Cause, (ii) through expiration of the Employment Period, or (iii) pursuant Subject to the provisions terms and conditions of Section 2this Agreement, then the Company shall have no further obligations hereunder or otherwise with respect to the Executive's employment from and after the effective date of termination (except payment of the Salary, bonus if any, and benefits described upon a Termination Following Change in Section 3 herein, in each case which have accrued through the effective date of termination or expiration), and the Company shall continue to have all other rights available hereunder, including without limitation, all rights under any provisions of Sections 6, 7 and 8 at law or in equity.
b. If the Employment Period or this Agreement is terminated by the Company due to the disability of the ExecutiveControl, as defined in Section 4.c.4, which occurs during the term of this Agreement, the Executive shall be entitled to receive (i) a lump sum payment, within fifteen (15) days following such termination, in an amount equal to ________________ times the highest annual level of total cash compensation (including any and all Salary and other compensation earned bonus amounts) paid to the Executive by the Company (as reported on Form W-2) during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of all previously granted but unpaid through unvested stock options to acquire securities from the Company which were outstanding on the date of the termination, plus and (iii) payment by the Company of continuing health coverage for a period of twenty-four (24) months, at a level commensurate with that which the Executive enjoyed with the Company immediately prior to such amount(sChange in Control.
(b) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise, provided however, if Executive receives health coverage through subsequent employment during such twenty-four (24) month period at a level commensurate with that which Executive enjoyed with the Company, the Company's obligations under Section 6 (a) (iii) shall cease.
(c) Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may be payable to the Executive reasonably determine it should withhold pursuant to any disability insurance maintained by the Company.
c. If the Employment Period applicable law or this Agreement is terminated by registration. In lieu of withholding such amounts, the Company due may accept other provisions to the death of the Executive, the Executive's estate shall be entitled end that it has sufficient funds to receive pay all Salary and other compensation earned but unpaid through the date of termination, plus an amount equal to six (6) months' Salary at the then current rate, to be paid in accordance with the Company's normal payroll policies, and to be subject to all applicable withholding taxes and any other amounts required by law to be withheld.
d. Provided that the Executive continues to comply with each of the provisions of Sections 6, 7 and 8 of this Agreement during all the applicable periods, if the Employment Period is terminated by the (i) Company without Cause as described withheld in Section 4 hereof or (ii) the Executive for "Good Reason", as hereinafter defined, the Executive shall be entitled to receive as severance pay the greater of (I) the Executive's then current Salary hereunder for the period of time which would have been remaining in the initial Employment Period or any renewal period, as the case may be, or (II) two year's Salary at the then current rate, in each case payable in one lump sum within thirty (30) days following termination, subject to all applicable withholding taxes and any other amounts required by law to be withheld.
e. For purposes hereof, "Good Reason" means (i) the material reduction in, or the assignment of duties to the Executive which would be materially inconsistent with, the Executive's responsibilities, duties and authorities described in Section 2.c. (other than as a result of the Executive's failure to perform the Executive's duties and responsibilities in accordance with this Agreement), or (ii) a reduction in the Executive's Salary or failure to pay any material amount owing to or provide a material benefit owing to the Executive within ten (10) business days of the day such amount or benefit is due, or (iii) the relocation of the Company's offices to a location not in Miami-Dade, Broward or Palm Beach Counties, Florida, and a requirement that the Executive perform his services to the Company from such relocated offices, in each case which continues unremedied for a period of twenty (20) business days after the Executive has given written notice to the Company specifying in reasonable detail the relevant acts or omissions. It is expressly understood and agreed that unless the Executive provides the written notice described in the immediately preceding sentence within twenty (20) business days after the Executive know or has reason to know of the occurrence respect of any act or omission all of the type described in clauses (i), (ii) or (iii) of the immediately preceding sentence, the Executive shall be deemed to have consented thereto and such particular act or omission shall no longer constitute or be capable of constituting Good Reason for purposes of this Agreementpayments.
Appears in 1 contract
Samples: Termination Agreement (Physio Control International Corp \De\)
Compensation Following Termination. a. If the Employment Period or this Agreement is terminated (ia) by the Company for Cause, (ii) through expiration of the Employment Period, or (iii) pursuant Subject to the provisions terms and conditions of Section 2this Agreement, then the Company shall have no further obligations hereunder or otherwise with respect to the Executive's employment from and after the effective date of termination (except payment of the Salary, bonus if any, and benefits described upon a Termination Following Change in Section 3 herein, in each case which have accrued through the effective date of termination or expiration), and the Company shall continue to have all other rights available hereunder, including without limitation, all rights under any provisions of Sections 6, 7 and 8 at law or in equity.
b. If the Employment Period or this Agreement is terminated by the Company due to the disability of the Executive, as defined in Section 4.c.Control, the Executive shall be entitled to receive all Salary and other compensation earned but unpaid through the date of (i) a lump sum payment, within fifteen (15) days following such termination, plus such amount(s), if any, as may be payable to the Executive pursuant to any disability insurance maintained by the Company.
c. If the Employment Period or this Agreement is terminated by the Company due to the death of the Executive, the Executive's estate shall be entitled to receive all Salary and other compensation earned but unpaid through the date of termination, plus in an amount equal to six two times the highest annual level of total cash compensation (6including any and all bonus amounts) months' Salary at the then current rate, paid to be paid in accordance with the Company's normal payroll policies, and to be subject to all applicable withholding taxes and any other amounts required by law to be withheld.
d. Provided that the Executive continues by the Company (as reported on Form W-2) during the three calendar years ended immediately prior to comply with each of the provisions of Sections 6, 7 and 8 of this Agreement during all the applicable periodssuch termination or, if the Employment Period is terminated employed by the (i) Company without Cause as described in Section 4 hereof or for less than one year, an amount equal to two times the Executive's current annual base salary plus two times any and all bonus amounts paid to executive by the Company during the period of employment, (ii) payment by the Company of continuing health coverage for a period of twenty-four (24) months, at a level commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control.
(b) The Executive shall not be required to mitigate the amount of any payment provided for "Good Reason"in this Section 5 by seeking other employment or otherwise, as hereinafter defined, nor shall the amount of any payment or benefit provided for in this Section 5 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise, provided however, if Executive receives health coverage through subsequent employment during such twenty-four (24) month period at a level commensurate with that which Executive enjoyed with the Company, the Company's obligations under Section 5 (a) (ii) shall cease when Executive commences to receive as severance pay such health coverage.
(c) Anything to the greater of (I) the Executive's then current Salary hereunder for the period of time which would have been remaining in the initial Employment Period or any renewal periodcontrary notwithstanding, as the case may be, or (II) two year's Salary at the then current rate, in each case payable in one lump sum within thirty (30) days following termination, subject to all applicable withholding taxes and any other amounts payments required by law to be withheld.
e. For purposes hereof, "Good Reason" means (i) made by the material reduction in, or the assignment of duties Company hereunder to the Executive which would or his estate or beneficiaries shall be materially inconsistent with, the Executive's responsibilities, duties and authorities described in Section 2.c. (other than as a result of the Executive's failure to perform the Executive's duties and responsibilities in accordance with this Agreement), or (ii) a reduction in the Executive's Salary or failure to pay any material amount owing to or provide a material benefit owing subject to the Executive within ten (10) business days withholding of the day such amount or benefit is dueamounts, or (iii) the relocation of the Company's offices if any, relating to a location not in Miami-Dade, Broward or Palm Beach Counties, Florida, tax and a requirement that the Executive perform his services to other payroll deductions as the Company from such relocated offices, in each case which continues unremedied for a period of twenty (20) business days after the Executive has given written notice may reasonably determine it should withhold pursuant to the Company specifying in reasonable detail the relevant acts or omissions. It is expressly understood and agreed that unless the Executive provides the written notice described in the immediately preceding sentence within twenty (20) business days after the Executive know or has reason to know of the occurrence of any act or omission of the type described in clauses (i), (ii) or (iii) of the immediately preceding sentence, the Executive shall be deemed to have consented thereto and such particular act or omission shall no longer constitute or be capable of constituting Good Reason for purposes of this Agreementapplicable law.
Appears in 1 contract
Samples: Employment Severance Agreement (Medsource Technologies Inc)
Compensation Following Termination. a. If the Employment Period or this Agreement is terminated (i) by the Company for Cause, (ii) through expiration of the Employment Period, or (iii) pursuant to the provisions of Section 2, then the Company shall have no further obligations hereunder or otherwise with respect to the Executive's employment from and after the effective date of termination (except payment of the Salary, bonus if any, and benefits described in Section 3 herein, in each case which have accrued through the effective date of termination or expiration), and the Company shall continue to have all other rights available hereunder, including without limitation, all rights under any provisions of Sections 6, 7 and 8 at law or in equity.
b. If the Employment Period or this Agreement is terminated by the Company due to the disability of the Executive, as defined in Section 4.c., the Executive shall be entitled to receive all Salary and other compensation earned but unpaid through the date of termination, plus such amount(s), if any, as may be payable to the Executive pursuant to any disability insurance maintained by the Company.
c. If the Employment Period or this Agreement is terminated by the Company due to the death of the Executive, the Executive's ’s estate shall be entitled to receive all Salary and other compensation earned but unpaid through the date of termination, plus an amount equal to six (6) months' ’ Salary at the then current rate, to be paid in accordance with the Company's normal payroll policies, and to be subject to all applicable withholding taxes and any other amounts required by law to be withheld.
d. Provided that the Executive continues to comply with each of the provisions of Sections 6, 7 and 8 of this Agreement during all the applicable periods, if the Employment Period is terminated by the (i) Company without Cause as described in Section 4 4.a.(ii) hereof or (ii) the Executive for "Good Reason", as hereinafter defined, the Executive shall be entitled to receive as severance pay the greater of (I) the Executive's then current Salary hereunder for the period of time which would have been remaining in the initial Employment Period or any renewal period, as the case may be, or (II) two year's Salary at the then current rate, in each case payable in one lump sum within thirty (30) days following termination, subject to all applicable withholding taxes and any other amounts required by law to be withheld.
e. For purposes hereof, "Good Reason" means (i) the material reduction in, or the assignment of duties to the Executive which would be materially inconsistent with, the Executive's responsibilities, duties and authorities described in Section 2.c. (other than as a result of the Executive's failure to perform the Executive's duties and responsibilities in accordance with this Agreement), or (ii) a reduction in the Executive's Salary or failure to pay any material amount owing to or provide a material benefit owing to the Executive within ten (10) business days of the day such amount or benefit is due, or (iii) the relocation of the Company's ’s offices to a location not in Miami-Dade, Broward or Palm Beach Counties, Florida, and a requirement that the Executive perform his services to the Company from such relocated offices, in each case which continues unremedied for a period of twenty (20) business days after the Executive has given written notice to the Company specifying in reasonable detail the relevant acts or omissions. It is expressly understood and agreed that unless the Executive provides the written notice described in the immediately preceding sentence within twenty (20) business days after the Executive know or has reason to know of the occurrence of any act or omission of the type described in clauses (i), (ii) or (iii) of the immediately preceding sentence, the Executive shall be deemed to have consented thereto and such particular act or omission shall no longer constitute or be capable of constituting Good Reason for purposes of this Agreement.
f. Provided that the Executive continues to comply with each of the provisions of Sections 6, 7 and 8 of this Agreement during all the applicable periods, if the Employment Period is terminated by the Executive or otherwise upon a Change of Control (as hereinafter defined) of the Company, the Executive shall be entitled to receive from the Company as severance an amount equal to the greater of (i) the Executive's then current Salary for the period of time which would have been remaining in the initial Employment Period or any renewal period, as the case may be, or (ii) two (2) year's Salary at the then current rate, in each case payable in one lump sum within thirty (30) days following termination, subject to all applicable withholding taxes and any other amounts required by law to be withheld.
g. For purposes of the preceding subsection, a “Change in Control” shall mean the occurrence of one or more of the following events:
(i) a change in identity of a majority of members of the Company’s Board of Directors from those individuals constituting the Board of Directors on the date set forth in the Preamble to this Agreement;
(ii) the acquisition of fifty (50) percent or more of the outstanding voting securities of the Company, where the acquirer(s) own(s) beneficially less than fifteen (15) percent of the outstanding voting securities of the Company as of the date set forth in the Preamble to this Agreement;
(iii) the sale of all or substantially all of the Company’s assets, including sale of more than fifty (50) percent of the stock or all or substantially all of the assets of Phone1, Inc. or Globaltron Communications Corporation, other than in a “form over substance” reorganization;
(iv) a merger, share exchange or similar business combination where the Company is not the surviving entity to such combination, other than in a “form over substance” reorganization. For purposes hereof, a Change in Control shall be deemed to have occurred on the effective date of the event described in (i) through (iv) of this subsection g.
a. Provided that the Executive continues to comply with each of the provisions of Sections 6, 7 and 8 of this Agreement during all the applicable periods:
(i) if the Employment Period is terminated by (A) the Company without Cause (i.e., the absence of an event described in Section 4.b. hereof, (B) the Executive for "Good Reason", as defined in Section 5.e. or (C) in connection with a Change in Control, as defined in Section 5.g., all options previously granted to the Executive that have not yet vested shall immediately vest and shall be exercisable for a period of three years from the date of termination, and the shares issuable upon exercise of such options shall be accorded piggy-back registration rights for the life of the options (except with respect to the filing of a registration statement on Form S-4 or similar form);
(ii) if the Employment Period is terminated by the by the Employee without Good Reason, all outstanding options that have vested shall be exercisable for a period of sixty (60) days following termination;
(iii) if the Employment Period is terminated by the Company, for Cause, all outstanding options shall be cancelled as of the date of termination; and
(iv) if the Employment Period is terminated due to the death or disability of the Executive, all outstanding options shall continue in force to the extent provided, and in accordance with, the instrument(s) of grant. Notwithstanding the foregoing, in the event the Employment Agreement terminates upon the occurrence of an event in which the Company is not the surviving entity, then the Company shall provide the Executive with not less than thirty (30) days prior written notice of the effective date of the event and, at the option of the Executive (x) the option may be exercised on a cashless basis prior to the effective date of the event, (y) the Executive may sell the option to the Company or the other party to the event, at a price equal to the fair market value (net of the exercise price of the option) of the underlying shares of common stock as of the trading day immediately prior to the effective date of the event, or (z) the Executive may elect to have the options treated in the manner that all other outstanding options are treated under the agreement governing the subject event.
Appears in 1 contract
Samples: Executive Employment Agreement (Phone1globalwide Inc)
Compensation Following Termination. a. If the Employment Period or this Agreement is terminated (ia) by the Company for Cause, (ii) through expiration of the Employment Period, or (iii) pursuant Subject to the provisions terms and conditions of Section 2this Agreement, then the Company shall have no further obligations hereunder or otherwise with respect to the Executive's employment from and after the effective date of termination (except payment of the Salary, bonus if any, and benefits described upon a Termination Following Change in Section 3 herein, in each case which have accrued through the effective date of termination or expiration), and the Company shall continue to have all other rights available hereunder, including without limitation, all rights under any provisions of Sections 6, 7 and 8 at law or in equity.
b. If the Employment Period or this Agreement is terminated by the Company due to the disability of the ExecutiveControl, as defined in Section 4.c.4, which occurs during the term of this Agreement, the Executive shall be entitled to receive all Salary and other compensation earned but unpaid through (i) a lump sum payment, within fifteen (15) days following the date of such termination, plus in an amount equal to three times the highest annual level of total taxable compensation paid to the Executive by the Company (including any and all bonus amounts, transfers of stock and other property or other items recognized as "annualized includable compensation" under Code Section 280G(d)(1) and reported on Form W-2) during the three calendar years ended immediately prior to such amount(stermination, (ii) the immediate vesting of and an extended period of at least 180 days following the date of such termination in which to exercise all previously granted but unvested and/or unexercised options to acquire securities from the Company which were outstanding on the date of the termination (any of the Company's Stock Option Agreements with the Executive shall hereby be deemed to be amended to modify any provisions inconsistent with the vesting and extended exercise period terms herein stated), and (iii) continuing health coverage for the Executive and his family for a period of twenty-four (24) months following the date of such termination, at the level, benefits and cost commensurate with that which the Executive enjoyed with the Company immediately prior to such Change in Control.
(b) The executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by any compensation earned by the Executive as a result of employment by 35 - another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise.
(c) Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may be payable to the Executive reasonably determine it should withhold pursuant to any disability insurance maintained by the Company.
c. If the Employment Period applicable law or this Agreement is terminated by registration. In lieu of withholding such amounts, the Company due may accept other provisions to the death of the Executive, the Executive's estate shall be entitled end that it has sufficient funds to receive pay all Salary and other compensation earned but unpaid through the date of termination, plus an amount equal to six (6) months' Salary at the then current rate, to be paid in accordance with the Company's normal payroll policies, and to be subject to all applicable withholding taxes and any other amounts required by law to be withheld.
d. Provided that the Executive continues to comply with each of the provisions of Sections 6, 7 and 8 of this Agreement during all the applicable periods, if the Employment Period is terminated by the (i) Company without Cause as described withheld in Section 4 hereof or (ii) the Executive for "Good Reason", as hereinafter defined, the Executive shall be entitled to receive as severance pay the greater of (I) the Executive's then current Salary hereunder for the period of time which would have been remaining in the initial Employment Period or any renewal period, as the case may be, or (II) two year's Salary at the then current rate, in each case payable in one lump sum within thirty (30) days following termination, subject to all applicable withholding taxes and any other amounts required by law to be withheld.
e. For purposes hereof, "Good Reason" means (i) the material reduction in, or the assignment of duties to the Executive which would be materially inconsistent with, the Executive's responsibilities, duties and authorities described in Section 2.c. (other than as a result of the Executive's failure to perform the Executive's duties and responsibilities in accordance with this Agreement), or (ii) a reduction in the Executive's Salary or failure to pay any material amount owing to or provide a material benefit owing to the Executive within ten (10) business days of the day such amount or benefit is due, or (iii) the relocation of the Company's offices to a location not in Miami-Dade, Broward or Palm Beach Counties, Florida, and a requirement that the Executive perform his services to the Company from such relocated offices, in each case which continues unremedied for a period of twenty (20) business days after the Executive has given written notice to the Company specifying in reasonable detail the relevant acts or omissions. It is expressly understood and agreed that unless the Executive provides the written notice described in the immediately preceding sentence within twenty (20) business days after the Executive know or has reason to know of the occurrence respect of any act or omission all of the type described in clauses (i), (ii) or (iii) of the immediately preceding sentence, the Executive shall be deemed to have consented thereto and such particular act or omission shall no longer constitute or be capable of constituting Good Reason for purposes of this Agreementpayments.
Appears in 1 contract
Samples: Executive Continuity Agreement (Maxxim Medical Inc)
Compensation Following Termination. a. If the Employment Period or this Agreement is terminated (i) by the Company for Cause, (ii) through expiration of the Employment Period, or (iii) pursuant to the provisions of Section 2, then the Company shall have no further obligations hereunder or otherwise with respect to the Executive's employment from and after the effective date of termination (except payment of the Salary, bonus if any, and benefits described in Section 3 herein, in each case which have accrued through the effective date of termination or expiration), and the Company shall continue to have all other rights available hereunder, including without limitation, all rights under any provisions of Sections 6, 7 and 8 at law or in equity.
b. If the Employment Period or this Agreement is terminated by the Company due to the disability of the Executive, as defined in Section 4.c., the Executive shall be entitled to receive all Salary and other compensation earned but unpaid through the date of termination, plus such amount(s), if any, as may be payable to the Executive pursuant to any disability insurance maintained by the Company.
c. If the Employment Period or this Agreement is terminated by the Company due to the death of the Executive, the Executive's estate shall be entitled to receive all Salary and other compensation earned but unpaid through the date of termination, plus an amount equal to six (6) months' Salary at the then current rate, to be paid in accordance with the Company's normal payroll policies, and to be subject to all applicable withholding taxes and any other amounts required by law to be withheld.
d. Provided that the Executive continues to comply with each of the provisions of Sections 6, 7 and 8 of this Agreement during all the applicable periods, if the Employment Period is terminated by the (i) Company without Cause as described in Section 4 hereof or (ii) the Executive for "Good Reason", as hereinafter defined, the Executive shall be entitled to receive as severance pay the greater of an amount equal to two (I2) the Executive's then current Salary hereunder for the period of time which would have been remaining in the initial Employment Period or any renewal period, as the case may be, or (II) two year's Salary at the then current rate, in each case payable in one lump sum within thirty (30) days following termination, subject to all applicable withholding taxes and any other amounts required by law to be withheld.
e. For purposes hereof, "Good Reason" means (i) the material reduction in, or the assignment of duties to the Executive which would be materially inconsistent with, the Executive's responsibilities, duties and authorities described in Section 2.c. (other than as a result of the Executive's failure to perform the Executive's duties and responsibilities in accordance with this Agreement), or (ii) a reduction in the Executive's Salary or failure to pay any material amount owing to or provide a material benefit owing to the Executive within ten (10) business days of the day such amount or benefit is due, or (iii) the relocation of the Company's offices to a location not in Miami-Dade, Broward or Palm Beach Counties, Florida, and a requirement that the Executive perform his services to the Company from such relocated offices, in each case which continues unremedied for a period of twenty (20) business days after the Executive has given written notice to the Company specifying in reasonable detail the relevant acts or omissions. It is expressly understood and agreed that unless the Executive provides the written notice described in the immediately preceding sentence within twenty (20) business days after the Executive know or has reason to know of the occurrence of any act or omission of the type described in clauses (i), (ii) or (iii) of the immediately preceding sentence, the Executive shall be deemed to have consented thereto and such particular act or omission shall no longer constitute or be capable of constituting Good Reason for purposes of this Agreement.
Appears in 1 contract
Samples: Executive Employment Agreement (Phone1globalwide Inc)
Compensation Following Termination. a. If the Employment Period or this Agreement is terminated (i) by the Company for Cause, (ii) through expiration of the Employment Period, or (iii) pursuant to the provisions of Section 2, then the Company shall have no further obligations hereunder or otherwise with respect to the Executive's employment from and after the effective date of termination (except payment of the Salary, bonus if any, and benefits described in Section 3 herein, in each case which have accrued through the effective date of termination or expiration), and the Company shall continue to have all other rights available available, and Executive shall continue to have all obligations hereunder, including without limitation, all rights under any provisions of Sections 6, 6 and 7 and 8 at law or in equity.
b. If the Employment Period or this Agreement is terminated by the Company due to the disability of the Executive, as defined in Section 4.c., the Executive shall be entitled to receive all Salary and other compensation earned but unpaid through the date of termination, plus such amount(s), if any, as may be payable to the Executive pursuant to any disability insurance maintained by the Company.
c. If the Employment Period or this Agreement is terminated by the Company due to the death of the Executive, the Executive's estate shall be entitled to receive all Salary and other compensation earned but unpaid through the date of termination, plus an amount equal to six (6) months' Salary at the then current rate, to be paid in accordance with the Company's normal payroll policies, and to be subject to all applicable withholding taxes and any other amounts required by law to be withheld.
d. Provided that the Executive continues to comply with each of the provisions of Sections 6, 6 and 7 and 8 of this Agreement during all the applicable periods, if the Employment Period is terminated by the (i) Company without Cause as described in Section 4 4.a.(ii) hereof or (ii) the Executive for "Good Reason", as hereinafter defined, defined the Executive shall be entitled to receive as severance pay the greater of (Ii) the Executive's then current Salary hereunder for the period of time which would have been remaining in the initial Employment Period or any renewal period, as the case may be, or (IIii) two year's Salary at the then current ratesix months' Salary, in each case payable in one lump sum within thirty (30) 30 days following termination, subject to all applicable withholding taxes and any other amounts required by law to be withheld.
e. For purposes hereof, "Good Reason" means (i) the material reduction in, or the assignment of duties to the Executive which would be materially inconsistent with, the Executive's responsibilities, duties and authorities described in Section 2.c. (other than as a result of the Executive's failure to perform the Executive's duties and responsibilities in accordance with this Agreement), or (ii) a reduction in the Executive's Salary or failure to pay any material amount owing to or provide a material benefit owing to the Executive within ten (10) business days of the day such amount or benefit is due, or (iii) the relocation of the Company's offices to a location not in Miami-Dade, Broward or Palm Beach Counties, Florida, and a requirement that the Executive perform his services to the Company from such relocated offices, in each case which continues unremedied for a period of twenty (20) business days after the Executive has given written notice to the Company specifying in reasonable detail the relevant acts or omissions. It is expressly understood and agreed that unless the Executive provides the written notice described in the immediately preceding sentence within twenty (20) business days after the Executive know knows or has reason to know of the occurrence of any act or omission of the type described in clauses (i), (ii) or (iii) of the immediately preceding sentencethis Section 5.e., the Executive shall be deemed to have consented thereto and such particular act or omission shall no longer constitute or be capable of constituting Good Reason for purposes of this Agreement.
Appears in 1 contract
Samples: Executive Employment Agreement (Phone1globalwide Inc)
Compensation Following Termination. a. If the Employment Period or this Agreement is terminated (ia) by the Company for Cause, (ii) through expiration of the Employment Period, or (iii) pursuant Subject to the provisions terms and conditions of Section 2this Agreement, then the Company shall have no further obligations hereunder or otherwise with respect to the Executive's employment from and after the effective date of termination (except payment of the Salary, bonus if any, and benefits described upon a Termination Following Change in Section 3 herein, in each case which have accrued through the effective date of termination or expiration), and the Company shall continue to have all other rights available hereunder, including without limitation, all rights under any provisions of Sections 6, 7 and 8 at law or in equity.
b. If the Employment Period or this Agreement is terminated by the Company due to the disability of the ExecutiveControl, as defined in Section 4.c.SECTION 4, which occurs during the term of this Agreement, the Executive shall be entitled to receive (i) a lump sum payment, within fifteen (15) days following such termination, in an amount equal to two times the highest annual level of salary during the three calendar years ended immediately prior to such termination, (ii) the immediate vesting of all Salary and other compensation earned previously granted but unpaid through unvested stock options to acquire securities from the Company which were outstanding on the date of the termination, plus and (iii) continuing health coverage for a period of twenty-four (24) months, at a level commensurate with that which the Executive enjoyed with the Company immediately prior to such amount(sChange in Control. Notwithstanding the foregoing, any lump sum cash payment with respect to salary under subclause (i) of the second sentence of Section 9 of the Employment Agreement shall be credited against any lump sum payment under this Paragraph 6
(a) the intention of the Parties being to limit all severance compensation with respect to salary to two full years of salary.
(b) The Executive shall not be required to mitigate the amount of any payment provided for in this SECTION 6 by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for in this SECTION 6 be reduced by any amounts to which the Executive shall be entitled by law (nor shall payment hereunder be deemed in lieu of such amounts), by any compensation earned by the Executive as the result of employment by another employer or by retirement benefits after the date of termination or voluntary termination, or otherwise.
(c) Anything to the contrary notwithstanding, all payments required to be made by the Company hereunder to the Executive or his estate or beneficiaries shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as the Company may be payable to the Executive reasonably determine it should withhold pursuant to any disability insurance maintained by the Company.
c. If the Employment Period applicable law or this Agreement is terminated by regulation. In lieu of withholding such amounts, the Company due may accept other provisions to the death of the Executive, the Executive's estate shall be entitled end that it has sufficient funds to receive pay all Salary and other compensation earned but unpaid through the date of termination, plus an amount equal to six (6) months' Salary at the then current rate, to be paid in accordance with the Company's normal payroll policies, and to be subject to all applicable withholding taxes and any other amounts required by law to be withheld.
d. Provided that the Executive continues to comply with each of the provisions of Sections 6, 7 and 8 of this Agreement during all the applicable periods, if the Employment Period is terminated by the (i) Company without Cause as described withheld in Section 4 hereof or (ii) the Executive for "Good Reason", as hereinafter defined, the Executive shall be entitled to receive as severance pay the greater of (I) the Executive's then current Salary hereunder for the period of time which would have been remaining in the initial Employment Period or any renewal period, as the case may be, or (II) two year's Salary at the then current rate, in each case payable in one lump sum within thirty (30) days following termination, subject to all applicable withholding taxes and any other amounts required by law to be withheld.
e. For purposes hereof, "Good Reason" means (i) the material reduction in, or the assignment of duties to the Executive which would be materially inconsistent with, the Executive's responsibilities, duties and authorities described in Section 2.c. (other than as a result of the Executive's failure to perform the Executive's duties and responsibilities in accordance with this Agreement), or (ii) a reduction in the Executive's Salary or failure to pay any material amount owing to or provide a material benefit owing to the Executive within ten (10) business days of the day such amount or benefit is due, or (iii) the relocation of the Company's offices to a location not in Miami-Dade, Broward or Palm Beach Counties, Florida, and a requirement that the Executive perform his services to the Company from such relocated offices, in each case which continues unremedied for a period of twenty (20) business days after the Executive has given written notice to the Company specifying in reasonable detail the relevant acts or omissions. It is expressly understood and agreed that unless the Executive provides the written notice described in the immediately preceding sentence within twenty (20) business days after the Executive know or has reason to know of the occurrence respect of any act or omission all of the type described in clauses (i), (ii) or (iii) of the immediately preceding sentence, the Executive shall be deemed to have consented thereto and such particular act or omission shall no longer constitute or be capable of constituting Good Reason for purposes of this Agreementpayments.
Appears in 1 contract
Samples: Termination Agreement (Innovative Valve Technologies Inc)
