Compensation in Event of Termination. Upon termination of Executive’s employment for any reason, this Agreement shall automatically terminate and the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 7. (a) Without regard to the date on which employment terminates or the reason for such termination, Executive (or his estate in the event of Executive’s death) shall be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated through the termination date; provided, however, that no pro rated Bonus shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provision, said payment shall be made at the same time bonuses are distributed to active employees. (b) In the event Executive’s employment is terminated pursuant to Section 5(a)v above, Executive shall be entitled to receive, in addition to the salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements described in Section 7(a) above, severance equal to six (6) months’ of Executive’s salary then in effect (less applicable tax withholdings). Any severance owed hereunder shall be payable in equal installments consistent with the Company’s normal payroll cycle. (c) To be entitled to the severance benefits set forth in Section 7(b) above, Executive must continue to abide by the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released Parties”), in a form to be provided to Executive by the Company. In the event of a breach or threatened breach of any of the covenants described in Section 8 and Exhibit A during the severance payment period, the Company shall immediately discontinue payment of Executive’s severance benefits and shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunction. (d) In furtherance and not in limitation of the foregoing, the termination of Executive’s employment for any reason shall not affect any of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the Company, (ii) any rights to be indemnified by the Company pursuant to its corporate bylaws, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, (iii) any rights under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable law.
Appears in 2 contracts
Samples: Executive Employment Agreement (Champion Pain Care Corp), Executive Employment Agreement (Champion Pain Care Corp)
Compensation in Event of Termination. Upon termination of Executive’s employment for any reason, this Agreement shall automatically terminate and the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 7.
(a) Without regard to the date on which employment terminates or the reason for such termination, Executive (or his estate in the event of Executive’s death) shall be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated through the termination date; provided, however, that no pro rated Bonus shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provision, said payment shall be made at the same time bonuses are distributed to active employees.
(b) a. In the event Executive’s employment is terminated pursuant to Section 5(a)v above6(a)(1) or (2) hereof prior to the expiration of the Employment Term, Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to payment by the Company of (i) Base Salary that would have been earned during the remaining Employment Term, (ii) earned but unused vacation days through the date of termination, (iii) issuance of vested but unissued stock grants, options or warrants earned through the date of termination, and (iv) awarded but unpaid Performance-Based Bonus.
b. In the event Executive’s employment is terminated pursuant to Section 6(a)(3) and (c), Executive shall be entitled only to payment of any (i) earned but unpaid Base Salary and earned but unused vacation days.
c. In the event Executive’s employment is terminated pursuant to Section 6(a)(4) hereof upon expiration of the Employment Term, Executive shall be entitled to receive, in addition to the salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements described in Section 7(a) above, severance equal to six (6) months’ of Executive’s salary then in effect (less applicable tax withholdings). Any severance owed hereunder shall be payable in equal installments consistent with the Company’s normal payroll cycle.
(c) To be entitled to the severance benefits set forth in Section 7(b) above, Executive must continue to abide by the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released Parties”), in a form to be provided to Executive by the Company. In the event of a breach or threatened breach of any of the covenants described in Section 8 and Exhibit A during the severance payment period, the Company shall immediately discontinue payment of Executive’s severance benefits and shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunction.
(d) In furtherance and not in limitation of the foregoing, the termination of Executive’s employment for any reason shall not affect any of the following rights of Executive: receive (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the Companyearned but unpaid Base Salary, (ii) any rights to be indemnified by payment for unused vacation days through the Company pursuant to its corporate bylaws, applicable law, this Agreement and any rights under any D & O policy applicable to Executivedate of termination, (iii) any rights under any federal and state laws providing for insurance continuation and/or conversion rights upon termination issuance of employment vested but unissued stock grants, options or other qualifying events, including without limitation warrants earned through the federal Consolidated Omnibus Budget Reconciliation Act date of 1985 as amendedtermination, and (iv) any right awarded but unpaid Performance-Based Bonus.
d. Upon the occurrence of Executive to apply for unemployment compensation benefits or workers, compensation benefits an Adverse Change in Executive’s Employment Circumstances pursuant to Section 6(a)(5) and (d), Executive shall be entitled to receive the following:
(1) Base Salary that Executive earned and that Executive would have earned during the remainder of the Employment Term;
(2) earned but unused vacation days including vacation days that Executive would have earned during the remainder of the Employment Term;
(3) (a) any and all existing stock grants, including grants provided in Section 3(c) of the Agreement, options or warrants owned by Executive, whether vested or not, shall immediately vest regardless of any language to the contrary in this or any other applicable lawagreement, and the exercise date of any options or warrants shall be extended for a five year period commencing on the date of the occurrence of the Adverse Change in Executive’s Employment Circumstances and (b) the exercise price of each option or warrant shall be automatically repriced to equal the average share common stock price on the five trading days ending before the occurrence of the Adverse Change in Executive’s Employment Circumstances; and (c) at the sole discretion and election of Executive, the Company shall provide a non-recourse loan to Executive in an amount sufficient to exercise any or all of the options or warrants as repriced, with the the terms of such non-recourse loan to be interest rate of prime plus one, annual interest only payments, maturity date at the end of the fifth year of the note date, with said non-recourse loan to be secured by Executive’s common stock acquired with the proceeds of the non-recourse loan. If Executive sales any such shares while the loan is outstanding, the loan shall be repaid in part or in full as the case maybe by fifty percent of gross sale proceeds going to Executive and fifty percent going to the Company as repayment of said loan; and
(4) Executive benefits under existing health care and other benefit plans shall vest on the date of the Adverse Change in Executive Employment Circumstances shall be entitled to participate in said benefit plans for a period of five years following the occurrence of the Adverse Change in Executive Employment Circumstances.
Appears in 2 contracts
Samples: Employment Agreement (Cuentas Inc.), Employment Agreement (Cuentas Inc.)
Compensation in Event of Termination. Upon termination of The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall automatically terminate and be terminated immediately on the death of Executive. Upon termination of the Term for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 79.
(a) Without regard In the event Executive’s employment is terminated pursuant to Sections 8(a)(i), (ii), (iii) (iv), or (vii) during or at the date on which employment terminates expiration of the Term, or the reason for such termination, Executive (or his estate in the event of Executive’s deathemployment is terminated pursuant to Section 8(a)(v) or (vi) during the Term but prior to a “Change in Control” (as such term is defined in the Company’s 2001 Stock Incentive Plan, as amended), Executive or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated payment of any earned but unpaid Annual Salary through the termination date; provideddate of termination, howeveras well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, that no pro rated Bonus neither Executive nor his estate, conservator or designated beneficiary shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provisionreceive any other payment provided for hereunder with respect to any period after such termination, said payment shall except as Executive may otherwise be made at the same time bonuses are distributed entitled pursuant to active employeesany employee benefit plan.
(b) In the event Executive’s employment is terminated pursuant to Section 5(a)v above8(a)(v) or (vi) during the Term and such termination occurs following a Change in Control, Executive shall be entitled to receive, in addition as his sole and exclusive remedy, (x) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to the salary, Bonuses, Vacation, Fringe Benefits which Executive is entitled and expense reimbursements described in Section 7(a(y) above, severance a lump sum payment equal to six (6) months’ of Executive’s salary then in effect (less applicable tax withholdings). Any severance owed hereunder $825,000, which amount shall be payable paid in equal installments consistent with exchange for a standard release of claims. Executive will not receive the Company’s normal payroll cycleseverance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release.
(c) To be entitled This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the severance benefits set forth in Section 7(b) aboveInternal Revenue Code of 1986, Executive must continue to abide by as amended (the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released PartiesCode”), in a form to and, accordingly, the severance payments payable under Section 9(b)(y) shall be provided to Executive by paid no later than the Company. In later of: (i) the event of a breach or threatened breach of any fifteenth (15th) day of the covenants described third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 8 and Exhibit A during 409A(a)(1)(B) of the severance payment periodCode. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, the Company shall immediately discontinue payment of all references to Executive’s severance benefits and “termination of employment” shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be mean Executive’s “separation from service” (as defined in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunctionTreasury Regulation Section 1.409A-1(h)).
(d) In furtherance and not Notwithstanding anything to the contrary in limitation of this Agreement, if at the foregoing, the termination time of Executive’s termination of employment for with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any reason portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall not affect any be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of (x) the date that is six (6) months following rights Executive’s termination of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by employment with the Company, (iiy) any rights to be indemnified by the Company pursuant to its corporate bylawsdate of Executive’s death, applicable law, this Agreement and any rights or (z) the earliest date as is permitted under any D & O policy applicable to Executive, (iii) any rights under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable law.Code Section 409A.
Appears in 1 contract
Compensation in Event of Termination. Upon termination of Executive’s employment for any reasonthe Term, this Agreement shall automatically will terminate and the Company shall will have no further obligation to the Executive except to pay the amounts set forth in this Section 76.
(a) Without regard to In the date on which event the Executive’s employment terminates for any reason on or before the expiration of the Term, the Executive or the reason for such termination, Executive (or his estate in the event of Executive’s death) shall estate, conservator or designated beneficiary, as the case may be, will be entitled to payment of any earned but unpaid Salary for that year and two (2) additional years after termination in which the Executive’s employment is terminated, as well as any accrued but unused vacation, reimbursement of expenses, all salaryvested shares and benefits to which Executive may be entitled in accordance with the terms of any applicable Company employee benefits plan. The Executive, Bonusesthe Executive’s estate, Vacationconservator or designated beneficiary, Fringe Benefits and expense reimbursements accrued or pro rated through as the termination date; providedcase may be, however, that no pro rated Bonus shall will be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provisionreceive any and all portions of any unvested Shares, said payment shall be made at Incentive Shares, or Stock Options as the same time bonuses are distributed to active employeesExecutive’s securities compensation entitlement. All shares will vest immediately upon termination.
(b) In the event the Executive’s employment is terminated pursuant to Section 5(a)v 5(a)(i) on or before the expiration of the Term, the Executive’s estate, conservator or designated beneficiary, as the case may be and as noted above, Executive shall will be entitled to receive, in addition to the salarycompensation specified by Section 6(a), Bonuses, Vacation, Fringe Benefits and expense reimbursements described in Section 7(aa lump sum payment equivalent to twenty-four (24) above, severance equal to six (6) months’ months of Executive’s salary then in effect (less applicable tax withholdings). Any severance owed hereunder shall be payable in equal installments consistent with the Company’s normal payroll cyclebase Salary.
(c) To In the event the Executive’s employment is terminated pursuant to Section 5(a)(ii) on or before the expiration of the Term, the Executive will be entitled to the severance benefits set forth in receive compensation specified by Section 7(b) above, Executive must continue to abide by the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released Parties”6(a), in a form to be provided to Executive by the Company. In the event of a breach or threatened breach of any of the covenants described in Section 8 and Exhibit A during the severance payment period, the Company shall immediately discontinue payment of Executive’s severance benefits and shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunction.
(d) In furtherance and not in limitation of the foregoing, event the termination of Executive’s employment for any reason is terminated pursuant to Section 5(a)(v) before the expiration of the Term, the Executive will be entitled to receive on the date of termination, the amounts set forth above in Section 6(a). The Executive shall have no duty to mitigate in order to receive the benefits set forth herein and the benefits shall not affect be reduced or offset by other income payment or profits that the Executive may receive from any of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the Company, (ii) any rights to be indemnified by the Company pursuant to its corporate bylaws, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, (iii) any rights under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable lawsource.
Appears in 1 contract
Compensation in Event of Termination. Upon termination of The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall automatically terminate and be terminated immediately on the death of Executive. Upon termination of the Term for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 79.
(a) Without regard In the event Executive’s employment is terminated pursuant to Sections 8(a)(i), (ii), (iii) or (vii) during or at the date on which employment terminates expiration of the Term, or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason for such terminationof notice of non-renewal by Executive, Executive (or his estate in estate, conservator or designated beneficiary, as the event of Executive’s death) case may be, shall be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated payment of any earned but unpaid Annual Salary through the termination date; provideddate of termination, howeveras well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, that no pro rated Bonus neither Executive nor his estate, conservator or designated beneficiary shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provisionreceive any other payment provided for hereunder with respect to any period after such termination, said payment shall except as Executive may otherwise be made at the same time bonuses are distributed entitled pursuant to active employeesany employee benefit plan.
(b) In the event Executive’s employment is terminated pursuant to Section 5(a)v above8(a)(v) or (vi), or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by the Company (provided Executive is willing and able, at the time of such expiration or non-renewal, to continue performing services on the terms and conditions set forth herein during any renewal Term), Executive shall be entitled to receive, in addition as his sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and (ii) a lump sum payment equal to (x) if such termination occurs on or prior to the salaryfirst anniversary of the Effective Date, Bonusesthe greater of (A) Executive’s Annual Salary as in effect immediately prior to the date of termination, Vacationor (B) $365,000, Fringe Benefits and expense reimbursements described in Section 7(aor (y) aboveif such termination occurs following the first anniversary of the Effective Date, severance equal to six the greater of (6A) months’ fifty percent (50%) of Executive’s salary then Annual Salary as in effect immediately prior to the date of termination, or (less applicable tax withholdings). Any severance owed hereunder B) $182,500, which amount shall be payable paid in equal installments consistent with exchange for a standard release of claims. Executive will not receive the Company’s normal payroll cycleseverance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release.
(c) To be entitled This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the severance benefits set forth in Section 7(b) aboveInternal Revenue Code of 1986, Executive must continue to abide by as amended (the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released PartiesCode”), in a form to and, accordingly, the severance payments payable under Section 9(b)(ii) shall be provided to Executive by paid no later than the Company. In later of: (i) the event of a breach or threatened breach of any fifteenth (15th) day of the covenants described third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 8 and Exhibit A during 409A(a)(1)(B) of the severance payment periodCode. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, the Company shall immediately discontinue payment of all references to Executive’s severance benefits and “termination of employment” shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be mean Executive’s “separation from service” (as defined in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunctionTreasury Regulation Section 1.409A-1(h)).
(d) In furtherance and not Notwithstanding anything to the contrary in limitation of this Agreement, if at the foregoing, the termination time of Executive’s termination of employment for with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any reason portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall not affect any be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the date that is six (6) months following Executive’s termination of employment with the Company, (ii) any rights to be indemnified by the Company pursuant to its corporate bylawsdate of Executive’s death, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, or (iii) any rights the earliest date as is permitted under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable law.Code Section 409A.
Appears in 1 contract
Compensation in Event of Termination. Upon termination of Executive’s employment for any reasonthe Term, this Agreement shall automatically will terminate and the Company shall will have no further obligation to the Executive except to pay the amounts set forth in this Section 76.
(a) Without regard to In the date on which event the Executive’s employment terminates for any reason on or before the expiration of the Term, the Executive or the reason for such termination, Executive (or his estate in the event of Executive’s death) shall estate, conservator or designated beneficiary, as the case may be, will be entitled to payment of any earned but unpaid Salary for that year and one (1) additional years after termination in which the Executive’s employment is terminated, as well as any accrued but unused vacation, reimbursement of expenses, all salaryvested shares and benefits to which Executive may be entitled in accordance with the terms of any applicable Company employee benefits plan. The Executive, Bonusesthe Executive’s estate, Vacationconservator or designated beneficiary, Fringe Benefits and expense reimbursements accrued or pro rated through as the termination date; providedcase may be, however, that no pro rated Bonus shall will be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provisionreceive any and all portions of any unvested Shares, said payment shall be made at Incentive Shares, or Stock Options as the same time bonuses are distributed to active employeesExecutive’s securities compensation entitlement. All shares will vest immediately upon termination.
(b) In the event the Executive’s employment is terminated pursuant to Section 5(a)v 5(a)(i) on or before the expiration of the Term, the Executive’s estate, conservator or designated beneficiary, as the case may be and as noted above, Executive shall will be entitled to receive, in addition to the salarycompensation specified by Section 6(a), Bonuses, Vacation, Fringe Benefits and expense reimbursements described in Section 7(aa lump sum payment equivalent to twenty-four (24) above, severance equal to six (6) months’ months of Executive’s salary then in effect (less applicable tax withholdings). Any severance owed hereunder shall be payable in equal installments consistent with the Company’s normal payroll cyclebase Salary.
(c) To In the event the Executive’s employment is terminated pursuant to Section 5(a)(ii) on or before the expiration of the Term, the Executive will be entitled to the severance benefits set forth in receive compensation specified by Section 7(b) above, Executive must continue to abide by the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released Parties”6(a), in a form to be provided to Executive by the Company. In the event of a breach or threatened breach of any of the covenants described in Section 8 and Exhibit A during the severance payment period, the Company shall immediately discontinue payment of Executive’s severance benefits and shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunction.
(d) In furtherance and not in limitation of the foregoing, event the termination of Executive’s employment for any reason is terminated pursuant to Section 5(a)(v) before the expiration of the Term, the Executive will be entitled to receive on the date of termination, the amounts set forth above in Section 6(a). The Executive shall have no duty to mitigate in order to receive the benefits set forth herein and the benefits shall not affect be reduced or offset by other income payment or profits that the Executive may receive from any of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the Company, (ii) any rights to be indemnified by the Company pursuant to its corporate bylaws, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, (iii) any rights under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable lawsource.
Appears in 1 contract
Compensation in Event of Termination. Upon termination of Executive’s employment the Term for any reason, this Agreement shall automatically terminate and the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 79.
(a) Without regard In the event Executive's employment is terminated pursuant to Sections 8(a)(iii) or (iv) during or at the expiration of the Term, Executive shall be entitled to payment of any earned but unpaid Base Salary through the date on of termination, as well as any accrued but unused vacation and vested benefits to which employment terminates or Executive is entitled in accordance with the reason for terms of each applicable Employee Benefit plan and pursuant to Executive's stock options. Following any such termination, Executive (or his estate in the event of Executive’s death) shall not be entitled to all salaryreceive any other payment provided for hereunder with respect to any period after such termination, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued except as Executive may otherwise be entitled pursuant to any applicable Employee Benefit plan or pro rated through the termination date; provided, however, that no pro rated Bonus shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled pursuant to a Bonus under this provision, said payment shall be made at the same time bonuses are distributed to active employeesExecutive's stock options.
(b) In the event Executive’s 's employment is terminated pursuant to Section 5(a)v above8(a)(i), Executive (ii), (v) or (vi) during the Term, Executive, or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to receive, as his or its sole and exclusive remedy, (x) payment of any earned but unpaid Base Salary through the date of termination, as well as any accrued but unused vacation and vested benefits to which Executive is entitled in addition accordance with the terms of each applicable Employee Benefit plan and pursuant to Executive's stock options, (y) any bonus Executive could have realized had Executive's employment not terminated, pro rated through the salarydate of termination, Bonuses, Vacation, Fringe Benefits and expense reimbursements described in Section 7(a(z) above, severance a lump sum payment equal to six twelve (612) months’ months of Base Salary (the "Severance Payment"), provided that Executive’s salary then in effect (less applicable tax withholdings). Any severance owed hereunder shall be payable in equal installments consistent with the Company’s normal payroll cycle.
(c) To be entitled to the severance benefits set forth in Section 7(b) above, Executive must continue to abide by the restrictive covenants described in Section 8 below and Exhibit Aor his estate, and must execute conservator or designated beneficiary, executes a general valid release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) claims that Executive hasmay have, had or may have had, against the CompanyCompany and its agents, including but not limited to its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released Parties”)employees, in a form to be provided to Executive by the Company. In the event of a breach or threatened breach of any of the covenants described in Section 8 and Exhibit A during the severance payment period, the Company shall immediately discontinue payment of Executive’s severance benefits and shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunction.
(d) In furtherance and not in limitation of the foregoing, the termination of Executive’s employment for any reason shall not affect any of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the Company, (ii) any rights to be indemnified by the Company pursuant to its corporate bylaws, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, (iii) any rights under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable law.
Appears in 1 contract
Samples: Employment Agreement (Niku Corp)
Compensation in Event of Termination. Upon termination of Executive’s employment the Term for any reason, this Agreement shall automatically terminate and the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 79.
(a) Without regard In the event Executive's employment is terminated pursuant to Sections 8(a)(i), (ii), (iii) or (iv) during or at the date on which employment terminates or expiration of the reason for such terminationTerm, Executive (or his estate in the event of Executive’s death) shall be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated payment of any earned but unpaid Base Salary through the termination date; provideddate of termination, however, that no pro rated Bonus shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent well as any accrued but unused vacation and vested benefits to which Executive is entitled in accordance with the terms of each applicable Employee Benefit plan and pursuant to a Bonus under this provisionExecutive's stock options. Following any such termination, said Executive, or his estate, conservator or designated beneficiary, shall not be entitled to receive any other payment shall provided for hereunder with respect to any period after such termination, except as Executive may otherwise be made at the same time bonuses are distributed entitled pursuant to active employeesany applicable Employee Benefit plan or pursuant to Executive's stock options.
(b) In the event Executive’s 's employment is terminated pursuant to Section 5(a)v above8(a) (v) or (vi) during the Term, Executive Executive, or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to receive, as his or its sole and exclusive remedy, (x) payment of any earned but unpaid Base Salary through the date of termination, as well as any accrued but unused vacation and vested benefits to which Executive is entitled in addition accordance with the terms of each applicable Employee Benefit plan and pursuant to Executive's stock options, (y) any bonus Executive could have realized had Executive's employment not terminated, pro rated through the salarydate of termination, Bonuses, Vacation, Fringe Benefits and expense reimbursements described in Section 7(a(z) above, severance a lump sum payment equal to six [ ] months of Base Salary (6) months’ of Executive’s salary then in effect (less applicable tax withholdingsthe "Severance Payment"). Any severance owed hereunder shall be payable in equal installments consistent with the Company’s normal payroll cycle.
(c) To be entitled to the severance benefits set forth in Section 7(b) above, provided that Executive must continue to abide by the restrictive covenants described in Section 8 below and Exhibit A, and must execute executes a general valid release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) claims that Executive hasmay have, had or may have had, against the CompanyCompany and its agents, including but not limited to its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released Parties”)employees, in a form to be provided to Executive by the Company. In the event of a breach or threatened breach of any of the covenants described in Section 8 and Exhibit A during the severance payment period, the Company shall immediately discontinue payment of Executive’s severance benefits and shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunction.
(d) In furtherance and not in limitation of the foregoing, the termination of Executive’s employment for any reason shall not affect any of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the Company, (ii) any rights to be indemnified by the Company pursuant to its corporate bylaws, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, (iii) any rights under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable law.
Appears in 1 contract
Samples: Employment Agreement
Compensation in Event of Termination. Upon termination of Executive’s employment the Term for any reason, this Agreement shall automatically terminate and the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 79.
(a) Without regard In the event Executive’s employment is terminated pursuant to Sections 8(a)(i), (ii), (iii) (iv), or (vii) during or at the date on which employment terminates or expiration of the reason for such terminationTerm, Executive (or his estate in estate, conservator or designated beneficiary, as the event of Executive’s death) case may be, shall be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated payment of any earned but unpaid Annual Salary through the termination date; provideddate of termination, howeveras well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, that no pro rated Bonus neither Executive nor his estate, conservator or designated beneficiary shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provisionreceive any other payment provided for hereunder with respect to any period after such termination, said payment shall except as Executive may otherwise be made at the same time bonuses are distributed entitled pursuant to active employeesany employee benefit plan.
(b) In the event Executive’s employment is terminated pursuant to Section 5(a)v above8(a)(v) or (vi) during the Term and such termination occurs prior to a “Change in Control” (as such term is defined in the Company’s 2001 Stock Incentive Plan, as amended), Executive shall be entitled to receive, in addition as his sole and exclusive remedy, (x) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and (y) a lump sum payment equal to the salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements described in Section 7(agreater of (i) above, severance equal to six (6) months’ of Executive’s salary then Annual Salary as in effect immediately prior to the date of termination or (less applicable tax withholdingsii) two (2) times Executive’s 2008 annual base salary prior to giving effect to any voluntary salary reduction (which annual base salary was $825,000 prior to giving effect to any such reduction). Any severance owed hereunder , which amount shall be payable paid in equal installments consistent with exchange for a standard release of claims. Executive will not receive the Company’s normal payroll cycleseverance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release.
(c) To be entitled to the severance benefits set forth in Section 7(b) above, Executive must continue to abide by the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released Parties”), in a form to be provided to Executive by the Company. In the event of a breach Executive’s employment is terminated pursuant to Section 8(a)(v) or threatened breach of any of the covenants described in Section 8 and Exhibit A (vi) during the severance payment periodTerm and such termination occurs following a Change in Control, the Company shall immediately discontinue payment of Executive’s severance benefits and Executive shall be entitled to recover all severance paid to Executive after receive, as his sole and exclusive remedy, (x) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and (y) a lump sum payment equal to the greater of (i) Executive’s Annual Salary as in effect immediately prior to the date of termination or (ii) three (3) times Executive’s 2008 annual base salary prior to giving effect to any voluntary salary reduction (which annual base salary was $825,000 prior to giving effect to any such breach reduction), which amount shall be paid in exchange for a standard release of claims. Executive will not receive the severance in this Section 9(c) if he does not sign the release of claims within fifty (50) days following his date of termination, or threatened breachhe revokes the release. The cessation and recovery severance will be paid on the eighth (8th) day following the effective date of these payments shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunctionrelease.
(d) In furtherance and This Agreement is not in limitation intended to provide for any deferral of compensation subject to Section 409A of the foregoingInternal Revenue Code of 1986, as amended (the “Code”), and, accordingly, the termination of Executive’s employment for any reason severance payments payable under Sections 9(b)(y) and 9(c)(y) shall not affect any of be paid no later than the following rights of Executivelater of: (i) the fifteenth (15th) day of the third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any rights pursuant Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder.
(e) Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any qualified retirement portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall be paid or welfare benefit plan maintained by distributed to Executive during the thirty (30) day period commencing on the earlier of (x) the date that is six (6) months following Executive’s termination of employment with the Company, (iiy) any rights to be indemnified by the Company pursuant to its corporate bylawsdate of Executive’s death, applicable law, this Agreement and any rights or (z) the earliest date as is permitted under any D & O policy applicable to Executive, (iii) any rights under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable law.Code Section 409A.
Appears in 1 contract
Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of Executive’s 's employment for any reason, this Agreement shall automatically terminate and the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 78.
(a) Without regard In the event Executive’s employment is terminated pursuant to the date on which employment terminates Sections 7(a)(i), (ii), (iii) or the reason for such termination(vi), Executive (or his estate in her estate, conservator or designated beneficiary, as the event of Executive’s death) case may be, shall be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated payment of any earned but unpaid Annual Salary through the termination date; provideddate of termination, howeveras well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, that no pro rated Bonus neither Executive nor her estate, conservator or designated beneficiary shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provisionreceive any other payment provided for hereunder with respect to any period after such termination, said payment shall except as Executive may otherwise be made at the same time bonuses are distributed entitled pursuant to active employeesany employee benefit plan.
(b) In the event Executive’s employment is terminated pursuant to Section 5(a)v above7(a)(iv) or (v), Executive shall be entitled to receive, in addition as her sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled, (ii) a lump sum payment equal to the salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements described in Section 7(asum of (x) above, severance equal to six the greater of (6A) months’ twelve (12) months of Executive’s salary then Annual Salary as in effect immediately prior to the date of termination, or (less B) $300,000, plus (y) an amount equal to the bonus earned by Executive pursuant to Section 4(b) for the calendar quarter in which the date of termination occurs to be determined based on actual performance for such quarter, which amount shall be paid in exchange for a standard release of claims, (iii) if the Executive elects COBRA continuation coverage of medical and/or dental benefits and payments for the twelve (12) months following the date of termination, Company will pay such COBRA employee premiums only after the Executive has signed and returned all required COBRA Election forms within the time frame outlined in the applicable tax withholdingsCOBRA packet (subject to the terms noted below); and (iv) full acceleration of all outstanding equity awards held by Executive in the event such termination occurs within 12 months following a Change in Control (as defined in the 2017 Plan) (the “Equity Acceleration”). Any severance owed hereunder shall The Executive’s COBRA packet will be payable mailed to her home address upon termination. For continuation coverage of benefits other than medical or dental (e.g. vision or EAP) or for continuation of medical or dental coverage beyond such twelve (12) month period, the Executive must submit premium payments, at her own expense, per the COBRA provisions outlined in equal installments consistent with the Company’s normal payroll cycleapplicable COBRA packet. Notwithstanding the foregoing, Executive will not receive the Severance Payment or the Equity Acceleration if she does not sign a release of claims against the Company in a form reasonably acceptable to the Company within fifty (50) days following her date of termination, or she revokes the release. The Severance Payment will be made on the eighth (8th) day following the effective date of the release; provided that, subject to Section 8(d), in no event will the Severance Payment be made beyond the date specified in the first section of Section 8(c) below.
(c) To be entitled This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the severance benefits set forth in Section 7(b) aboveInternal Revenue Code of 1986, Executive must continue to abide by as amended (the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released PartiesCode”), in a form to and, accordingly, the severance payments payable under Section 8(b)(ii) shall be provided to Executive by paid no later than the Company. In later of: (i) the event of a breach or threatened breach of any fifteenth (15th) day of the covenants described third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 8 and Exhibit A during 409A(a)(1)(B) of the severance payment periodCode. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, the Company shall immediately discontinue payment of all references to Executive’s severance benefits and “termination of employment” shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be mean Executive’s “separation from service” (as defined in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunctionTreasury Regulation Section 1.409A-1(h)).
(d) In furtherance and not Notwithstanding anything to the contrary in limitation of this Agreement, if at the foregoing, the termination time of Executive’s termination of employment for with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any reason portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall not affect any be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the date that is six (6) months following Executive’s termination of employment with the Company, (ii) any rights to be indemnified by the Company pursuant to its corporate bylawsdate of Executive’s death, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, or (iii) any rights the earliest date as is permitted under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable law.Code Section 409A.
Appears in 1 contract
Samples: Employment Agreement (DZS Inc.)
Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of Executive’s employment for any reason, this Agreement shall automatically terminate and the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 78.
(a) Without regard In the event Executive’s employment is terminated pursuant to the date on which employment terminates Sections 7(a)(i), (ii), (iii) or the reason for such termination(vi), Executive (or his estate in estate, conservator or designated beneficiary, as the event of Executive’s death) case may be, shall be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated payment of any earned but unpaid Annual Salary through the termination date; provideddate of termination, howeveras well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, that no pro rated Bonus neither Executive nor his estate, conservator or designated beneficiary shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provisionreceive any other payment provided for hereunder with respect to any period after such termination, said payment shall except as Executive may otherwise be made at the same time bonuses are distributed entitled pursuant to active employeesany employee benefit plan.
(b) In the event Executive’s employment is terminated pursuant to Section 5(a)v above7(a)(iv) or (v), Executive shall be entitled to receive, as his sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled; (ii) a lump sum payment equal to Executive’s Annual Salary as in addition effect immediately prior to the salary, Bonuses, Vacation, Fringe Benefits date of termination (the “Severance Payment”); and expense reimbursements described in Section 7(a(iii) above, severance the sum of (x) full acceleration of all outstanding equity awards held by Executive and (y) an amount equal to six the bonus earned by Executive pursuant to Section 3(b) for the calendar quarter in which the date of such termination occurs to be determined based on actual performance for such quarter, and (6iv) months’ if the Executive elects COBRA continuation coverage of Executive’s salary then in effect medical and/or dental benefits and payments for the twelve (less applicable tax withholdings12) months following the date of termination, the Company will pay such COBRA premiums (the “COBRA Benefits”). Any severance owed hereunder shall Notwithstanding the foregoing, Executive will not receive the Severance Payment, the Equity Acceleration, or the COBRA Benefits if he does not sign a release of claims against the Company in a form reasonably acceptable to the Company within fifty (50) days following his date of termination, or he revokes the release. The Severance Payment will be payable made on the eighth (8th) day following the effective date of the release; provided that, subject to Section 8(d), in equal installments consistent with no event will the Company’s normal payroll cycleSeverance Payment be made beyond the date specified in the first section of Section 8(c) below.
(c) To be entitled This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the severance benefits set forth in Section 7(b) aboveInternal Revenue Code of 1986, Executive must continue to abide by as amended (the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released PartiesCode”), in a form to and, accordingly, the severance payments payable under Section 8(b)(ii) shall be provided to Executive by paid no later than the Company. In later of: (i) the event of a breach or threatened breach of any fifteenth (15th) day of the covenants described third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 8 and Exhibit A during 409A(a)(1)(B) of the severance payment periodCode. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, the Company shall immediately discontinue payment of all references to Executive’s severance benefits and “termination of employment” shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be mean Executive’s “separation from service” (as defined in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunctionTreasury Regulation Section 1.409A-1(h)) (“Separation from Service”).
(d) In furtherance and not Notwithstanding anything to the contrary in limitation of this Agreement, if at the foregoing, the termination time of Executive’s employment for Separation from Service with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any reason portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall not affect any be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the Companydate that is six (6) months following Executive’s Separation from Service, (ii) any rights to be indemnified by the Company pursuant to its corporate bylawsdate of Executive’s death, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, or (iii) any rights the earliest date as is permitted under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable law.Code Section 409A.
Appears in 1 contract
Samples: Employment Agreement (DZS Inc.)
Compensation in Event of Termination. Upon termination of The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall automatically terminate and be terminated immediately on the death of Executive. Upon termination of the Term for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 79.
(a) Without regard In the event Executive’s employment is terminated pursuant to Sections 8(a)(i), (ii), (iii) (iv), or (vii) during or at the date on which employment terminates or expiration of the reason for such terminationTerm, Executive (or his estate in estate, conservator or designated beneficiary, as the event of Executive’s death) case may be, shall be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated payment of any earned but unpaid Annual Salary through the termination date; provideddate of termination, howeveras well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, that no pro rated Bonus neither Executive nor his estate, conservator or designated beneficiary shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provisionreceive any other payment provided for hereunder with respect to any period after such termination, said payment shall except as Executive may otherwise be made at the same time bonuses are distributed entitled pursuant to active employeesany employee benefit plan.
(b) In the event Executive’s employment is terminated pursuant to Section 5(a)v above8(a)(v) or (vi) during the Term, Executive shall be entitled to receive, as his sole and exclusive remedy, (x) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and (y) a lump sum payment equal to Executive’s Annual Salary as in addition effect immediately prior to the salarydate of termination, Bonuses, Vacation, Fringe Benefits and expense reimbursements described in Section 7(a) above, severance equal to six (6) months’ of Executive’s salary then in effect (less applicable tax withholdings). Any severance owed hereunder which amount shall be payable paid in equal installments consistent with exchange for a standard release of claims. Executive will not receive the Company’s normal payroll cycleseverance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release.
(c) To be entitled This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the severance benefits set forth in Section 7(b) aboveInternal Revenue Code of 1986, Executive must continue to abide by as amended (the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released PartiesCode”), in a form to and, accordingly, the severance payments payable under Section 9(b)(y) shall be provided to Executive by paid no later than the Company. In later of: (i) the event of a breach or threatened breach of any fifteenth (15th) day of the covenants described third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 8 and Exhibit A during 409A(a)(1)(B) of the severance payment periodCode. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, the Company shall immediately discontinue payment of all references to Executive’s severance benefits and “termination of employment” shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be mean Executive’s “separation from service” (as defined in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunctionTreasury Regulation Section 1.409A-1(h)).
(d) In furtherance and not Notwithstanding anything to the contrary in limitation of this Agreement, if at the foregoing, the termination time of Executive’s termination of employment for with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any reason portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall not affect any be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of (x) the date that is six (6) months following rights Executive’s termination of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by employment with the Company, (iiy) any rights to be indemnified by the Company pursuant to its corporate bylawsdate of Executive’s death, applicable law, this Agreement and any rights or (z) the earliest date as is permitted under any D & O policy applicable to Executive, (iii) any rights under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable law.Code Section 409A.
Appears in 1 contract
Compensation in Event of Termination. Upon termination of this Agreement and Executive’s employment for any reasonemployment, this Agreement shall automatically terminate and the Company shall will have no further obligation to Executive except to pay the amounts set forth in this Section 79.
(a) Without regard In the event Executive’s employment is terminated pursuant to Sections 8(a)(ii), (iii) or (iv) on or before the date on which employment terminates or expiration of the reason for such terminationTerm, Executive (or his estate in the event of Executive’s death) shall will be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated payment of any earned but unpaid Annual Salary for the year in which the Executive’s employment is terminated through the termination date; provideddate of termination, howeveras well as any accrued but unused vacation, that no pro rated Bonus reimbursement of expenses and vested benefits to which Executive is entitled in accordance with the terms of each applicable Employee Benefits plan. Any bonuses, fees or payments due to Executive under Sections 4(b)-(e) above shall be paid if to Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provision, said payment shall be made at the same time bonuses are distributed to active employeesset forth therein.
(b) In the event Executive’s employment is terminated pursuant to Section 5(a)v above8(a)(i), Executive shall Executive’s estate, conservator or designated beneficiary, as the case may be, will be entitled to receive, in addition to Executive’s accrued salary and benefits through the salarydate of death, Bonuses, Vacation, Fringe Benefits and expense reimbursements described in Section 7(a) above, severance equal a lump sum payment equivalent to six (6) months’ of Executive’s salary then Annual Salary in effect (less applicable tax withholdings). Any severance owed hereunder shall be payable in equal installments consistent with at the Company’s normal payroll cycle.time of death;
(c) To be entitled In the event Executive’s employment is terminated pursuant to Section 8(a)(v) or (vi) on or before the severance benefits set forth in Section 7(b) above, Executive must continue to abide by expiration of the restrictive covenants described in Section 8 below and Exhibit ATerm, and must execute provided that Executive executes a general valid release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) claims that Executive has, had or may have relating to his employment against the CompanyCompany and its agents, including but not limited to its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released Parties”)employees, in a form to be provided to Executive by the Company, Executive will be entitled to receive, as his sole and exclusive remedy, on the date of termination, in addition to his accrued salary and benefits through the date of termination, a lump sum amount equal to 12 months of payments that Executive would receive under the Agreement if his employment with the Company had not been terminated, including, but not limited to, the Annual Salary in effect at the time of termination, vacation, benefits and reimbursement of expenses. In Any bonuses, fees or payments due to Executive under Sections 4(b)-(e) above shall be paid to Executive as set forth therein. Executive shall have no duty to mitigate in order to receive the event of benefits set forth herein and the benefits shall not be reduced or offset by other income, payments or profits received by Executive from any source. Notwithstanding the foregoing, if (i) Executive is a breach or threatened breach of any “specified employee” (as defined in Section 409A of the covenants described Internal Revenue Code of 1986, as amended), and (ii) the definition of Good Reason above does not qualify as an “involuntary” separation from service pursuant to guidance issued under Section 409A, the above payment will be paid to Executive in Section 8 and Exhibit A during one lump sum on the severance payment periodfirst day of the seventh month following his separation from service. If Executive dies before he receives the above payment, the Company shall immediately discontinue payment will distribute the benefits to Executive’s beneficiary as soon as administratively feasible following the date of Executive’s severance benefits and shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breachdeath. The cessation and recovery of these payments shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunction.Exhibit 10.9
(d) In furtherance and not in limitation the event that it shall be determined by the Company’s public accounting firm that any payment or distribution by the Company or its affiliated companies to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any adjustment required under this Section 9(c) (a “Payment”)), would be subject to the excise tax imposed by Section 4999 of the foregoingInternal Revenue Code of 1986, the termination as amended or any amendment, replacement or similar provision thereto, or any interest or penalties are incurred by Executive (other than interest or penalties incurred as a result of Executive’s employment for any reason shall not affect any failure promptly to file appropriate tax returns or amended tax returns after notification of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained such determination by the Company’s public accounting firm) with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive within 30 days following such determination or such occurrence, as the case may be, an additional payment (iia “Gross Up Payment”) any rights in an amount such that after payment by Executive of the Excise Tax imposed upon the Gross-Up Payment, Executive will retain an amount equal to be indemnified by the Company pursuant to its corporate bylaws, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, (iii) any rights under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable lawamount he would have retained had no Excise Tax been imposed.
Appears in 1 contract
Samples: Employment Agreement (Yp Corp)
Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of Executive’s 's employment for any reason, this Agreement shall automatically terminate and the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 78.
(a) Without regard In the event Executive’s employment is terminated pursuant to the date on which employment terminates Sections 7(a)(i), (ii), (iii) or the reason for such termination(vi), Executive (or his estate in estate, conservator or designated beneficiary, as the event of Executive’s death) case may be, shall be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated payment of any earned but unpaid Annual Salary through the termination date; provideddate of termination, howeveras well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, that no pro rated Bonus neither Executive nor his estate, conservator or designated beneficiary shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provisionreceive any other payment provided for hereunder with respect to any period after such termination, said payment shall except as Executive may otherwise be made at the same time bonuses are distributed entitled pursuant to active employeesany employee benefit plan.
(b) In the event Executive’s employment is terminated pursuant to Section 5(a)v above7(a)(iv) or (v), Executive shall be entitled to receive, in addition as his sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled, (ii) a lump sum payment equal to the salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements described in Section 7(asum of (x) above, severance equal to the greater of (A) six (6) months’ months of Executive’s salary then Annual Salary as in effect immediately prior to the date of termination, or (less applicable tax withholdings). Any severance owed hereunder B) $150,000, plus (y) an amount equal to the bonus earned by Executive pursuant to Section 4(b) for the calendar quarter in which the date of termination occurs to be determined based on actual performance for such quarter, which amount shall be payable paid in equal installments consistent with exchange for a standard release of claims, and (iii) if the CompanyExecutive elects COBRA continuation coverage of medical and/or dental benefits and payments for the six (6) months following the date of termination, Company will pay such COBRA employee premiums only after the Executive has signed and returned all required COBRA Election forms within the time frame outlined in the applicable COBRA packet. The Executive’s normal payroll cycleCOBRA packet will be mailed to his home address upon termination. For continuation coverage of benefits other than medical or dental (e.g. vision or EAP) or for continuation of medical or dental coverage beyond such six (6) month period, the Executive must submit premium payments, at his own expense, per the COBRA provisions outlined in the applicable COBRA packet. Executive will not receive the severance in this Section 8(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release; provided that, subject to Section 8(d), in no event will the severance be paid beyond the date specified in the first section of Section 8(c) below.
(c) To be entitled This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the severance benefits set forth in Section 7(b) aboveInternal Revenue Code of 1986, Executive must continue to abide by as amended (the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released PartiesCode”), in a form to and, accordingly, the severance payments payable under Section 8(b)(ii) shall be provided to Executive by paid no later than the Company. In later of: (i) the event of a breach or threatened breach of any fifteenth (15th) day of the covenants described third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 8 and Exhibit A during 409A(a)(1)(B) of the severance payment periodCode. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, the Company shall immediately discontinue payment of all references to Executive’s severance benefits and “termination of employment” shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be mean Executive’s “separation from service” (as defined in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunctionTreasury Regulation Section 1.409A-1(h)).
(d) In furtherance and not Notwithstanding anything to the contrary in limitation of this Agreement, if at the foregoing, the termination time of Executive’s termination of employment for with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any reason portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall not affect any be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the date that is six (6) months following Executive’s termination of employment with the Company, (ii) any rights to be indemnified by the Company pursuant to its corporate bylawsdate of Executive’s death, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, or (iii) any rights the earliest date as is permitted under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable law.Code Section 409A.
Appears in 1 contract
Compensation in Event of Termination. Upon termination of The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall automatically terminate and be terminated immediately on the death of Executive. Upon termination of the Term for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 79.
(a) Without regard In the event Executive’s employment is terminated pursuant to Sections 8(a)(i), (ii), (iii) or (vii) during or at the date on which employment terminates or expiration of the reason for such terminationTerm, Executive (or his estate in estate, conservator or designated beneficiary, as the event of Executive’s death) case may be, shall be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated payment of any earned but unpaid Annual Salary through the termination date; provideddate of termination, howeveras well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, that no pro rated Bonus neither Executive nor his estate, conservator or designated beneficiary shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provisionreceive any other payment provided for hereunder with respect to any period after such termination, said payment shall except as Executive may otherwise be made at the same time bonuses are distributed entitled pursuant to active employeesany employee benefit plan.
(b) In the event Executive’s employment is terminated pursuant to Section 5(a)v above8(a)(v) or (vi), or pursuant to Section 8(a)(iv) as a result of expiration of the Term, Executive shall be entitled to receive, in addition as his sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and (ii) a lump sum payment equal to the salarysum of (x) the greater of (A) Executive’s Annual Salary as in effect immediately prior to the date of termination, Bonusesor (B) $400,000, Vacation, Fringe Benefits and expense reimbursements described in Section 7(aplus (y) above, severance an amount equal to six (6the sum of the bonuses earned by Executive pursuant to Section 4(b) months’ for the four most recently completed calendar quarters preceding the date of Executive’s salary then in effect (less applicable tax withholdings). Any severance owed hereunder termination, which amount shall be payable paid in equal installments consistent with exchange for a standard release of claims. Executive will not receive the Company’s normal payroll cycleseverance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release.
(c) To be entitled This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the severance benefits set forth in Section 7(b) aboveInternal Revenue Code of 1986, Executive must continue to abide by as amended (the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released PartiesCode”), in a form to and, accordingly, the severance payments payable under Section 9(b)(ii) shall be provided to Executive by paid no later than the Company. In later of: (i) the event of a breach or threatened breach of any fifteenth (15th) day of the covenants described third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 8 and Exhibit A during 409A(a)(1)(B) of the severance payment periodCode. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, the Company shall immediately discontinue payment of all references to Executive’s severance benefits and “termination of employment” shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be mean Executive’s “separation from service” (as defined in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunctionTreasury Regulation Section 1.409A-1(h)).
(d) In furtherance and not Notwithstanding anything to the contrary in limitation of this Agreement, if at the foregoing, the termination time of Executive’s termination of employment for with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any reason portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall not affect any be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the date that is six (6) months following Executive’s termination of employment with the Company, (ii) any rights to be indemnified by the Company pursuant to its corporate bylawsdate of Executive’s death, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, or (iii) any rights the earliest date as is permitted under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable law.Code Section 409A.
Appears in 1 contract
Compensation in Event of Termination. Upon termination of The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall automatically terminate and be terminated immediately on the death of Executive. Upon termination of the Term for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 79.
(a) Without regard In the event Executive’s employment is terminated pursuant to Sections 8(a)(i), (ii), (iii) or (vii) during or at the date on which employment terminates expiration of the Term, or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason for such terminationof notice of non-renewal by Executive, Executive (or his estate in estate, conservator or designated beneficiary, as the event of Executive’s death) case may be, shall be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated payment of any earned but unpaid Annual Salary through the termination date; provideddate of termination, howeveras well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, that no pro rated Bonus neither Executive nor his estate, conservator or designated beneficiary shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provisionreceive any other payment provided for hereunder with respect to any period after such termination, said payment shall except as Executive may otherwise be made at the same time bonuses are distributed entitled pursuant to active employeesany employee benefit plan.
(b) In the event Executive’s employment is terminated pursuant to Section 5(a)v above8(a)(v) or (vi), or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by the Company (provided Executive is willing and able, at the time of such expiration or non-renewal, to continue performing services on the terms and conditions set forth herein during any renewal Term), Executive shall be entitled to receive, in addition as his sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and (ii) a lump sum payment equal to (x) if such termination occurs on or prior to the salaryfirst anniversary of the Effective Date, Bonusesthe greater of (A) Executive’s Annual Salary as in effect immediately prior to the date of termination, Vacationor (B) $400,000, Fringe Benefits and expense reimbursements described in Section 7(aor (y) aboveif such termination occurs following the first anniversary of the Effective Date, severance equal to six the greater of (6A) months’ fifty percent (50%) of Executive’s salary then Annual Salary as in effect immediately prior to the date of termination, or (less applicable tax withholdings). Any severance owed hereunder B) $200,000, which amount shall be payable paid in equal installments consistent with exchange for a standard release of claims. Executive will not receive the Company’s normal payroll cycleseverance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release.
(c) To be entitled This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the severance benefits set forth in Section 7(b) aboveInternal Revenue Code of 1986, Executive must continue to abide by as amended (the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released PartiesCode”), in a form to and, accordingly, the severance payments payable under Section 9(b)(ii) shall be provided to Executive by paid no later than the Company. In later of: (i) the event of a breach or threatened breach of any fifteenth (15th) day of the covenants described third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 8 and Exhibit A during 409A(a)(1)(B) of the severance payment periodCode. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, the Company shall immediately discontinue payment of all references to Executive’s severance benefits and “termination of employment” shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be mean Executive’s “separation from service” (as defined in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunctionTreasury Regulation Section 1.409A-1(h)).
(d) In furtherance and not Notwithstanding anything to the contrary in limitation of this Agreement, if at the foregoing, the termination time of Executive’s termination of employment for with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any reason portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall not affect any be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the date that is six (6) months following Executive’s termination of employment with the Company, (ii) any rights to be indemnified by the Company pursuant to its corporate bylawsdate of Executive’s death, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, or (iii) any rights the earliest date as is permitted under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable law.Code Section 409A.
Appears in 1 contract
Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of Executive’s 's employment for any reason, this Agreement shall automatically terminate and the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 78.
(a) Without regard In the event Executive’s employment is terminated pursuant to the date on which employment terminates Sections 7(a)(i), (ii), (iii) or the reason for such termination(vi), Executive (or his estate in estate, conservator or designated beneficiary, as the event of Executive’s death) case may be, shall be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated payment of any earned but unpaid Annual Salary through the termination date; provideddate of termination, howeveras well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, that no pro rated Bonus neither Executive nor his estate, conservator or designated beneficiary shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provisionreceive any other payment provided for hereunder with respect to any period after such termination, said payment shall except as Executive may otherwise be made at the same time bonuses are distributed entitled pursuant to active employeesany employee benefit plan.
(b) In the event Executive’s employment is terminated pursuant to Section 5(a)v above7(a)(iv) or (v), Executive shall be entitled to receive, in addition as his sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and (ii) a lump sum payment equal to the salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements described in Section 7(asum of (x) above, severance equal to the greater of (A) six (6) months’ months of Executive’s salary then Annual Salary as in effect immediately prior to the date of termination, or (less applicable tax withholdings). Any severance owed hereunder B) $150,000, plus (y) an amount equal to the bonus earned by Executive pursuant to Section 4(b) for the calendar quarter in which the date of termination occurs to be determined based on actual performance for such quarter, which amount shall be payable paid in equal installments consistent with exchange for a standard release of claims. Executive will not receive the Company’s normal payroll cycleseverance in this Section 8(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release; provided that, subject to Section 8(d), in no event will the severance be paid beyond the date specified in the first section of Section 8(c) below.
(c) To be entitled This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the severance benefits set forth in Section 7(b) aboveInternal Revenue Code of 1986, Executive must continue to abide by as amended (the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released PartiesCode”), in a form to and, accordingly, the severance payments payable under Section 8(b)(ii) shall be provided to Executive by paid no later than the Company. In later of: (i) the event of a breach or threatened breach of any fifteenth (15th) day of the covenants described third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 8 and Exhibit A during 409A(a)(1)(B) of the severance payment periodCode. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, the Company shall immediately discontinue payment of all references to Executive’s severance benefits and “termination of employment” shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be mean Executive’s “separation from service” (as defined in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunctionTreasury Regulation Section 1.409A-1(h)).
(d) In furtherance and not Notwithstanding anything to the contrary in limitation of this Agreement, if at the foregoing, the termination time of Executive’s termination of employment for with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any reason portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall not affect any be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the date that is six (6) months following Executive’s termination of employment with the Company, (ii) any rights to be indemnified by the Company pursuant to its corporate bylawsdate of Executive’s death, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, or (iii) any rights the earliest date as is permitted under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable law.Code Section 409A.
Appears in 1 contract
Compensation in Event of Termination. Upon termination of Executive’s employment for any reason, this Agreement shall automatically terminate and the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 75.
(a) Without regard to the date on which employment terminates or the reason for such termination, Executive (or his Executive’s estate in the event of Executive’s death) shall be entitled to all salary, Bonuses, Vacationreceive Executive’s Base Salary, Fringe Benefits Benefits, and expense reimbursements reimbursements, each as accrued or pro pro-rated through the termination date; provided, however, that no pro rated Bonus shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provision, said payment shall be made at the same time bonuses are distributed to active employees.
(b) In the event Executive’s employment is terminated pursuant to Section 5(a)v above4(b)(i), 4(b)(ii), 4(b)(iv), or 4(b)(v), Company shall pay Executive the amounts set forth in Section 5(a), and Executive shall be entitled receive no further compensation pursuant to receive, in addition to this Agreement.
(c) In the salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements described in Section 7(a) above, severance equal to six (6) months’ of event Executive’s salary then in effect employment is terminated pursuant to Section (4)(b)(iii), Company shall continue to pay Executive’s Base Salary (less applicable tax withholdings), Bonus (as earned through the date of termination, provided the Board determines that the Bonus criteria established by the Board was met and pays Bonuses to other employees for achieving those performance criteria), Fringe Benefits, and expense reimbursements for the 6-month period following the date of termination of Executive’s employment hereunder (“Severance Period”). Any severance owed hereunder shall be payable in substantially equal installments consistent with the Company’s normal payroll cycle.
(cd) To be entitled to the severance benefits set forth in this Section 7(b) above5, Executive must continue to abide by the restrictive covenants described in Section 8 below and Exhibit A, 6 and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had had, or may have against the Company, its parent, affiliates, successors successors, or assigns and each of their respective owners, members, partners, officers, directors directors, and employees (“Released Parties”), in a form to be provided to Executive by the Company. In the event of a breach or threatened breach of any of the covenants described in Section 8 and Exhibit A 6 during the severance payment periodSeverance Period, the Company shall immediately discontinue payment of Executive’s severance benefits and shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunction.
(de) In furtherance and not in limitation of the foregoing, the termination of Executive’s employment for any reason shall not affect any of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the Company, ; (ii) any rights to be indemnified by the Company pursuant to its corporate bylawsgoverning documents, applicable law, this Agreement Agreement, and any rights under any D & O directors’ and officers’ insurance policy applicable to Executive, ; (iii) any rights under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, ; and (iv) any right of Executive to apply for unemployment compensation benefits or workers, ’ compensation benefits pursuant to applicable law.
Appears in 1 contract
Compensation in Event of Termination. Upon termination of Executive’s employment the Term for any reasonreason as described in Section 8 following a CIC (defined below), this Agreement Executive shall automatically terminate be entitled to the following payments and arrangements, payable by the Company shall have no further obligation to Executive except to pay or the amounts set forth acquiring Person (as defined below) in this Section 7the CIC.
(a) Without regard In the event Executive’s employment is terminated pursuant to Sections 8(a)(iii) or (iv) during or at the expiration of the Term, Executive shall be entitled to payment of any earned but unpaid Base Salary through the date on of termination, as well as any accrued but unused vacation and vested benefits to which employment terminates or Executive is entitled in accordance with the reason for terms of each applicable Employee Benefit plan and pursuant to Executive’s stock options. Following any such termination, Executive (or his estate in the event of Executive’s death) shall not be entitled to all salaryreceive any other payment provided for hereunder with respect to any period after such termination, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued except as Executive may otherwise be entitled pursuant to any applicable Employee Benefit plan or pro rated through the termination date; provided, however, that no pro rated Bonus shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled pursuant to a Bonus under this provision, said payment shall be made at the same time bonuses are distributed to active employeesExecutive’s stock options.
(b) In the event Executive’s employment is terminated pursuant to Section 5(a)v above8(a)(i), Executive (ii), (v) or (vi) during the Term, Executive, or his estate, conservator or designated beneficiary, as the case may be, shall be entitled to receive, as his or its sole and exclusive remedy, (x) payment of any earned but unpaid Base Salary through the date of termination, as well as any accrued but unused vacation and vested benefits to which Executive is entitled in addition accordance with the terms of each applicable Employee Benefit plan and pursuant to Executive’s stock options, (y) any bonus Executive could have realized had Executive’s employment not terminated, pro rated through the date of termination, and (z) a lump sum payment equal to twelve (12) months of Base Salary (the “Severance Payment”), provided that Executive, or his estate, conservator or designated beneficiary, executes a valid release of any and all claims that Executive may have, or have had, against the Company and its agents, including but not limited to its officers, directors and employees, in a form provided by the Company. In addition, if Executive timely elects to continue his group health insurance coverage pursuant to the salaryComprehensive Omnibus Budget Reconciliation Act (“COBRA”), Bonusesthe Company shall reimburse Executive for his COBRA premiums for the period of one (1) year from the date of termination, Vacation, Fringe Benefits and expense reimbursements described paid in Section 7(a) above, severance equal to six (6) months’ of Executive’s salary then in effect (less applicable tax withholdings). Any severance owed hereunder shall be payable in equal installments consistent accordance with the Company’s normal payroll cyclereimbursement procedures and policies.
(c) To be entitled to the severance benefits set forth in Section 7(b) above, Executive must continue to abide by the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released Parties”), in a form to be provided to Executive by the Company. In the event of a breach or threatened breach of any of the covenants described in Section 8 and Exhibit A during the severance payment period, the Company shall immediately discontinue payment of Executive’s severance benefits and shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunction.
(d) In furtherance and not in limitation of the foregoing, the termination of Executive’s employment for any reason shall not affect any of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the Company, (ii) any rights to be indemnified by the Company pursuant to its corporate bylaws, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, (iii) any rights under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable law.
Appears in 1 contract
Samples: Employment Agreement (Niku Corp)
Compensation in Event of Termination. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall be terminated immediately on the death of Executive. Upon termination of Executive’s employment for any reason, this Agreement shall automatically terminate and the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 78.
(a) Without regard In the event Executive’s employment is terminated pursuant to the date on which employment terminates Sections 7(a)(i), (ii), (iii) or the reason for such termination(vi), Executive (or his estate in estate, conservator or designated beneficiary, as the event of Executive’s death) case may be, shall be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated payment of any earned but unpaid Annual Salary through the termination date; provideddate of termination, howeveras well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, that no pro rated Bonus neither Executive nor his estate, conservator or designated beneficiary shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provisionreceive any other payment provided for hereunder with respect to any period after such termination, said payment shall except as Executive may otherwise be made at the same time bonuses are distributed entitled pursuant to active employeesany employee benefit plan.
(b) In the event Executive’s employment is terminated pursuant to Section 5(a)v above7(a)(iv) or (v), Executive shall be entitled to receive, as his sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled; (ii) a lump sum payment equal to Executive’s Annual Salary as in addition effect immediately prior to the salary, Bonuses, Vacation, Fringe Benefits date of termination (the “Severance Payment”); and expense reimbursements described (iii) full acceleration of all outstanding equity awards held by Executive (with the exception that the Special Option shall only vest on an accelerated basis pursuant to this clause (iii) in Section 7(athe event such termination occurs on or within 12 months following a Change in Control (as defined in the 2017 Plan)) above, severance equal to six (6) months’ of Executive’s salary then in effect (less applicable tax withholdingsthe “Equity Acceleration”). Any severance owed hereunder shall Notwithstanding the foregoing, Executive will not receive the Severance Payment or the Equity Acceleration if he does not sign a release of claims against the Company in a form reasonably acceptable to the Company within fifty (50) days following his date of termination, or he revokes the release. The Severance Payment will be payable made on the eighth (8th) day following the effective date of the release; provided that, subject to Section 8(d), in equal installments consistent with no event will the Company’s normal payroll cycleSeverance Payment be made beyond the date specified in the first section of Section 8(c) below.
(c) To be entitled This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the severance benefits set forth in Section 7(b) aboveInternal Revenue Code of 1986, Executive must continue to abide by as amended (the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released PartiesCode”), in a form to and, accordingly, the severance payments payable under Section 8(b)(ii) shall be provided to Executive by paid no later than the Company. In later of: (i) the event of a breach or threatened breach of any fifteenth (15th) day of the covenants described third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 8 and Exhibit A during 409A(a)(1)(B) of the severance payment periodCode. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, the Company shall immediately discontinue payment of all references to Executive’s severance benefits and “termination of employment” shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be mean Executive’s “separation from service” (as defined in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunctionTreasury Regulation Section 1.409A-1(h)) (“Separation from Service”).
(d) In furtherance and not Notwithstanding anything to the contrary in limitation of this Agreement, if at the foregoing, the termination time of Executive’s employment for Separation from Service with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any reason portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall not affect any be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the Companydate that is six (6) months following Executive’s Separation from Service, (ii) any rights to be indemnified by the Company pursuant to its corporate bylawsdate of Executive’s death, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, or (iii) any rights the earliest date as is permitted under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable law.Code Section 409A.
Appears in 1 contract
Samples: Employment Agreement (DZS Inc.)
Compensation in Event of Termination. Upon termination of The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall automatically terminate and be terminated immediately on the death of Executive. Upon termination of the Term for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in Sections 4 and 9 of this Section 7Agreement.
(a) Without regard In the event Executive’s employment is terminated pursuant to Sections 8(a)(i), (ii), (iii) or (vii) during or at the date on which employment terminates or expiration of the reason for such terminationTerm, Executive (or his estate in estate, conservator or designated beneficiary, as the event of Executive’s death) case may be, shall be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated payment of any earned but unpaid Annual Salary through the termination date; provideddate of termination, howeveras well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, that no pro rated Bonus neither Executive nor his estate, conservator or designated beneficiary shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provisionreceive any other payment provided for hereunder with respect to any period after such termination, said payment shall except as Executive may otherwise be made at the same time bonuses are distributed entitled pursuant to active employeesany employee benefit plan.
(b) In the event Executive’s employment is terminated pursuant to Section 5(a)v above8(a)(v) or (vi), or pursuant to Section 8(a)(iv) as a result of expiration of the Term, Executive shall be entitled to receive, in addition as his sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued, vested benefits and unreimbursed business expenses to which Executive is entitled and (ii) a lump sum payment equal to the salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements described in Section 7(agreater of (x) above, severance equal to six (6) months’ months of Executive’s salary then Annual Salary as in effect immediately prior to the date of termination, or (less applicable tax withholdings). Any severance owed hereunder y) $150,000, which amount shall be payable paid in equal installments consistent exchange for a standard release of claims. Executive will not receive the severance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release. For the avoidance of the doubt, the Executive will also receive compensation in accordance with the Company’s normal payroll cycleSection 4 of this Agreement.
(c) To be entitled This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the severance benefits set forth in Section 7(b) aboveInternal Revenue Code of 1986, Executive must continue to abide by as amended (the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released PartiesCode”), in a form to and, accordingly, the severance payments payable under Section 9(b)(ii) shall be provided to Executive by paid no later than the Company. In later of: (i) the event of a breach or threatened breach of any fifteenth (15th) day of the covenants described third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 8 and Exhibit A during 409A(a)(1)(B) of the severance payment periodCode. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, the Company shall immediately discontinue payment of all references to Executive’s severance benefits and “termination of employment” shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be mean Executive’s “separation from service” (as defined in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunctionTreasury Regulation Section 1.409A-1(h)).
(d) In furtherance and not Notwithstanding anything to the contrary in limitation of this Agreement, if at the foregoing, the termination time of Executive’s termination of employment for with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any reason portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall not affect any be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the date that is six (6) months following Executive’s termination of employment with the Company, (ii) any rights to be indemnified by the Company pursuant to its corporate bylawsdate of Executive’s death, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, or (iii) any rights the earliest date as is permitted under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable law.Code Section 409A.
Appears in 1 contract
Compensation in Event of Termination. Upon termination of The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason, with or without notice. If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided in this Agreement. Executive’s employment under this Agreement shall automatically terminate and be terminated immediately on the death of Executive. Upon termination of the Term for any reason, the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 79.
(a) Without regard In the event Executive’s employment is terminated pursuant to Sections 8(a)(i), (ii), (iii) or (vii) during or at the date on which employment terminates expiration of the Term, or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason for such terminationof notice of non-renewal by Executive, Executive (or his estate in estate, conservator or designated beneficiary, as the event of Executive’s death) case may be, shall be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated payment of any earned but unpaid Annual Salary through the termination date; provideddate of termination, howeveras well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled. Following any such termination, that no pro rated Bonus neither Executive nor his estate, conservator or designated beneficiary shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provisionreceive any other payment provided for hereunder with respect to any period after such termination, said payment shall except as Executive may otherwise be made at the same time bonuses are distributed entitled pursuant to active employeesany employee benefit plan.
(b) In the event Executive’s employment is terminated pursuant to Section 5(a)v above8(a)(v) or (vi), or pursuant to Section 8(a)(iv) as a result of expiration or non-renewal of the Term by reason of notice of non-renewal by the Company (provided Executive is willing and able, at the time of such expiration or non-renewal, to continue performing services on the terms and conditions set forth herein during any renewal Term), Executive shall be entitled to receive, in addition as his sole and exclusive remedy, (i) payment of any earned but unpaid Annual Salary through the date of termination, as well as any accrued vested benefits and unreimbursed business expenses to which Executive is entitled and (ii) a lump sum payment equal to (x) if such termination occurs on or prior to the salaryfirst anniversary of the Effective Date, Bonusesthe greater of (A) Executive’s Annual Salary as in effect immediately prior to the date of termination, Vacationor (B) $400,000, Fringe Benefits and expense reimbursements described in Section 7(aor (y) aboveif such termination occurs following the first anniversary of the Effective Date, severance equal to six the greater of (6A) months’ fifty percent (50%) of Executive’s salary then Annual Salary as in effect immediately prior to the date of termination, or (less applicable tax withholdings). Any severance owed hereunder B) $182,500, which amount shall be payable paid in equal installments consistent with exchange for a standard release of claims. Executive will not receive the Company’s normal payroll cycleseverance in this Section 9(b) if he does not sign the release of claims within fifty (50) days following his date of termination, or he revokes the release. The severance will be paid on the eighth (8th) day following the effective date of the release.
(c) To be entitled This Agreement is not intended to provide for any deferral of compensation subject to Section 409A of the severance benefits set forth in Section 7(b) aboveInternal Revenue Code of 1986, Executive must continue to abide by as amended (the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released PartiesCode”), in a form to and, accordingly, the severance payments payable under Section 9(b)(ii) shall be provided to Executive by paid no later than the Company. In later of: (i) the event of a breach or threatened breach of any fifteenth (15th) day of the covenants described third month following Executive’s first taxable year in which such severance benefit is no longer subject to a substantial risk of forfeiture, and (ii) the fifteenth (15th) day of the third month following the first taxable year of the Company in which such severance benefit is no longer subject to a substantial risk of forfeiture, as determined in accordance with Code Section 409A and any Treasury Regulations and other guidance issued thereunder. To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner that no payments payable under this Agreement shall be subject to an “additional tax” as defined in Section 8 and Exhibit A during 409A(a)(1)(B) of the severance payment periodCode. Each series of installment payments made under this Agreement is hereby designated as a series of “separate payments” within the meaning of Section 409A of the Code. For purposes of this Agreement, the Company shall immediately discontinue payment of all references to Executive’s severance benefits and “termination of employment” shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be mean Executive’s “separation from service” (as defined in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunctionTreasury Regulation Section 1.409A-1(h)).
(d) In furtherance and not Notwithstanding anything to the contrary in limitation of this Agreement, if at the foregoing, the termination time of Executive’s termination of employment for with the Company Executive is a “specified employee” as defined in Code Section 409A, as determined by the Company in accordance with Code Section 409A, to the extent that the payments or benefits under this Agreement are subject to Code Section 409A and the delayed payment or distribution of all or any reason portion of such amounts to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i), then such portion shall not affect any be paid or distributed to Executive during the thirty (30) day period commencing on the earlier of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the date that is six (6) months following Executive’s termination of employment with the Company, (ii) any rights to be indemnified by the Company pursuant to its corporate bylawsdate of Executive’s death, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, or (iii) any rights the earliest date as is permitted under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable law.Code Section 409A.
Appears in 1 contract
Compensation in Event of Termination. Upon termination of Executive’s employment for any reason, this Agreement shall automatically terminate and the Company shall have no further obligation to Executive except to pay the amounts set forth in this Section 7.
(a) Without regard to the date on which employment terminates this Agreement is terminated or the reason for such termination, Executive (or his estate in the event of Executive’s death) shall be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated through the termination date; provided, however, that no pro rated Bonus shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent Executive is entitled to a Bonus under this provision, said payment shall be made at the same time bonuses are distributed to active employees.
(b) In the event Executive’s employment this Agreement is terminated pursuant to Section 5(a)v above, Executive shall be entitled to receive, in addition to the salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements described in Section 7(a) above, severance equal to six (6) months’ of Executive’s salary then in effect (less applicable tax withholdings). Any severance owed hereunder shall be payable in equal installments consistent with the Company’s normal payroll cycle.
(c) To be entitled to the severance benefits set forth in Section 7(b) above, Executive must continue to abide by the restrictive covenants described in Section 8 below and Exhibit A, and must execute a general release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) that Executive has, had or may have against the Company, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released Parties”), in a form to be provided to Executive by the Company. In the event of a breach or threatened breach of any of the covenants described in Section 8 and Exhibit A during the severance payment period, the Company shall immediately discontinue payment of Executive’s severance benefits and shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunction.
(d) In furtherance and not in limitation of the foregoing, the termination of Executive’s employment this Agreement for any reason shall not affect any of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained by the Company, (ii) any rights to be indemnified by the Company pursuant to its corporate bylaws, applicable law, this Agreement and any rights under any D & O policy applicable to Executive, (iii) any rights under any federal and state laws providing for insurance continuation and/or conversion rights upon termination of employment this Agreement or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable law.
Appears in 1 contract
Samples: Executive Services Agreement (Champion Pain Care Corp)
Compensation in Event of Termination. Upon termination of Executive’s employment for any reasonthe Term, this Agreement shall automatically will terminate and the Company shall will have no further obligation to Executive except to pay the amounts set forth in this Section 79.
(a) Without regard In the event Executive’s employment is terminated pursuant to Sections 8 (a)(i), (ii), (iii), (iv) or (vii) on or before the date on which employment terminates or expiration of the reason for such terminationTerm, Executive (or his estate in estate, conservator or designated beneficiary, as the event of Executive’s death) shall case may be, will be entitled to all salary, Bonuses, Vacation, Fringe Benefits and expense reimbursements accrued or pro rated payment of any earned but unpaid Annual Salary for the year in which the Executive’s employment is terminated through the termination date; provideddate of termination, howeveras well as any accrued but unused vacation, that no pro rated Bonus shall be paid if Executive is terminated with Cause (as defined herein) or resigns. To the extent reimbursement of expenses and vested benefits to which Executive is entitled to a Bonus under this provision, said payment shall be made at in accordance with the same time bonuses are distributed to active employeesterms of each applicable Employee Benefits plan.
(b) In the event Executive’s employment is terminated pursuant to Section 5(a)v above8(a)(i), Executive shall Executive’s estate, conservator or designated beneficiary, as the case may be, will be entitled to receive, in addition to Executive’s accrued salary and benefits through the salarydate of death, Bonuses, Vacation, Fringe Benefits and expense reimbursements described in Section 7(a) above, severance equal a lump sum payment equivalent to six (6) three months’ of Executive’s salary then Annual Salary in effect (less applicable tax withholdings). Any severance owed hereunder shall be payable in equal installments consistent with at the Company’s normal payroll cycle.time of death;
(c) To be entitled In the event Executive’s employment is terminated pursuant to Section 8(a)(v) or (vi) on or before the severance benefits set forth in Section 7(b) above, Executive must continue to abide by expiration of the restrictive covenants described in Section 8 below and Exhibit ATerm, and must execute provided that Executive executes a general valid release of any and all claims, charges, grievances, disputes, and complaints (known and unknown) claims that Executive has, had or may have relating to his employment against the CompanyCompany and its agents, including, but not limited to, its parent, affiliates, successors or assigns and each of their respective owners, members, partners, officers, directors and employees (“Released Parties”)employees, in a form to be provided to Executive by the Company. In the event of a breach or threatened breach of any of the covenants described in Section 8 and Exhibit A during the severance payment period, the Company shall immediately discontinue payment of Executive’s severance benefits and shall be entitled to recover all severance paid to Executive after the date of such breach or threatened breach. The cessation and recovery of these payments shall be in addition to, and not as an alternative to, any other remedies at law or in equity available to the Company, including without limitation the right to seek specific performance or an injunction.
(d) In furtherance and not in limitation of the foregoing, the termination of Executive’s employment for any reason shall not affect any of the following rights of Executive: (i) any rights pursuant to any qualified retirement or welfare benefit plan maintained provide by the Company, (ii) any rights Executive will be entitled to be indemnified by receive on the date of termination, as his sole and exclusive remedy, the amounts set forth above in Section 9(a), plus a lump sum amount equal to three months of Annual Salary that Executive would receive under the Agreement if his employment with the Company pursuant had not been terminated. Executive shall have no duty to its corporate bylawsmitigate in order to receive the benefits set forth herein and the benefits shall not be reduced or offset by other income payment or profits received by Executive from any source. If Executive Dies before he receives the above payment, applicable law, this Agreement and any rights under any D & O policy applicable the Company will distribute the benefits to Executive, (iii) any rights under any federal and state laws providing for insurance continuation and/or conversion rights upon termination ’s beneficiary as soon as administratively feasible following the date of employment or other qualifying events, including without limitation the federal Consolidated Omnibus Budget Reconciliation Act of 1985 as amended, and (iv) any right of Executive to apply for unemployment compensation benefits or workers, compensation benefits pursuant to applicable lawExecutive’s death.
Appears in 1 contract
Samples: Employment Agreement (Yp Corp)
