Compensation Upon Termination After a Change in Control. If a Change in Control Date occurs during the Term and the Employee’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the Change in Control Date, then the Employee shall be entitled to the following benefits, subject to Section 4.6: (a) the Company shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination the sum of (i) the Employee’s unpaid base salary through the Date of Termination, (ii) any accrued bonus which the Employee is entitled to receive as of the Date of Termination, (iii) the amount of any compensation previously deferred by the Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “Accrued Obligations”); (b) for 12 months after the Date of Termination, the Company shall continue to pay to the Employee, pro rata and in accordance with its normal payroll practices, compensation at an annual rate equal to the sum of (i) his or her highest annual base salary during the three-year period prior to the Date of Termination plus (ii) the Employee’s target bonus for the year during which the termination occurs; and (c) for 12 months after the Date of Termination, the Company shall continue to provide to the Employee medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of Termination; provided, however, that such benefits shall not extend beyond the period of time during which the Employee would be entitled (or would, but for the terms of such benefits, be entitled) to continuation coverage under a group health plan of the Company under Section 4980B (COBRA) if the Employee elected such coverage and paid the applicable premiums; provided further, however, that if the Employee becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Employee and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Employee and his or her family.
Appears in 3 contracts
Samples: Retention Agreement (Applix Inc /Ma/), Retention Agreement (Applix Inc /Ma/), Retention Agreement (Applix Inc /Ma/)
Compensation Upon Termination After a Change in Control. If a Change in Control Date occurs during the Term and the Employee’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the Change in Control Date, then the Employee shall be entitled to the following benefits, subject to Section 4.6:
(a) If your termination is a Qualifying Termination, then the Company shall pay to you as severance pay (and without regard to the Employee provisions of any benefit or incentive plan), in a lump sum in cash within 30 days after payment on the Date of Termination the sum of fifth (i5th) the Employee’s unpaid base salary through the day following your Date of Termination, an amount equal to two (ii2) any accrued bonus which times the Employee is entitled higher of; (1) your salary immediately prior to receive as of the your Date of Termination, or (2) your highest salary during the prior three (3) fiscal years preceding the fiscal year in which your Date of Termination occurs or, if greater, the prior three (3) fiscal years preceding the fiscal year in which the Change in Control of the Company occurs.
(b) If your termination is a Qualifying Termination, the Company shall, in addition to the payments required by the preceding paragraph:
(i) provide for continuation of your and your eligible dependents’ participation at regular employee rates, in effect from time to time, in all of the Company’s medical, dental and group life plans and other programs in which you were participating immediately prior to your Date of Termination for a period of two years from your Date of Termination, after which time you and your eligible dependents will be eligible for coverage under COBRA. In the event that your continued participation in any such plan or program is for whatever reason impossible, the Company shall arrange upon comparable terms to provide you with benefits substantially equivalent on an after tax basis to those which you and your eligible dependents are, or become, entitled to receive under such plans and programs;
(ii) provide for full payment in cash of any performance unit/share awards in existence on your Date of Termination less any amounts paid to you under the applicable performance unit/share plan upon a Change in Control of the Company pursuant to the provisions of such plan; plus any pro rata portion (up through your date of termination) of any amounts you would have received under the Company’s Incentive Compensation Plan and any other similar executive compensation plan in which you were a participant immediately prior to your Date of Termination;
(iii) the provide for payment in cash of an amount of equal to two times your Average Annual Bonus;
(iv) provide those benefits or compensation under any compensation previously deferred plan, arrangement or agreement not in existence as of the date hereof but which may be established by the Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case Company prior to your Date of Termination at such time as payments are made thereunder to the same extent not previously paid as if you had been a full-time employee on the date such payments would otherwise have been made or benefits vested;
(v) for two (2) years after your Date of Termination, provide and pay for outplacement services, by a firm reasonably acceptable to you, that have historically been offered to displaced employees generally by the sum Company under substantially the same terms and fee structure as is consistent with an employee in your then current position (or, if higher, your position immediately prior to the Change in Control of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “Accrued Obligations”Company);
(bvi) for 12 months two (2) years after the your Date of Termination, provide and pay for financial planning services, by a firm reasonably acceptable to you, that have historically been offered to you under substantially the Company shall continue same terms and fee structure as is consistent with an employee in your then current position (or, if higher, your position immediately prior to the Change in Control of the Company);
(vii) pay to the Employee, pro rata and in accordance with its normal payroll practices, compensation at you an annual rate amount equal to the sum value of (i) his or her highest annual base salary during all unused, earned and accrued vacation as of your Date of Termination pursuant to the three-year period Company’s policies in effect immediately prior to the Date Change in Control of Termination plus (ii) the Employee’s target bonus for the year during which the termination occursCompany; and
(cviii) provide for 12 months after the immediate vesting of all stock options held by you, as of your Date of Termination, the under any Company stock option plan and all such options shall continue to provide to the Employee medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of Termination; provided, however, that such benefits shall not extend beyond the period of time during which the Employee would be entitled (or would, but exercisable for the remaining terms of such benefitsthe options.
(ix) payments made pursuant to paragraphs 3.(a) and 3.(b)(iii) hereof shall be deemed includable compensation under the Company’s thrift plan, be entitled) to continuation coverage under a group health cash balance pension plan, non-qualified supplemental pension plan and deferred compensation plan as if you had remained an active employee of the Company under Section 4980B (COBRA) if the Employee elected such coverage and paid the applicable premiums; provided furtherpayments were made for base salary and annual bonus, however, that if the Employee becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Employee and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Employee and his or her familyrespectively.
Appears in 2 contracts
Samples: Employment Agreement (Arch Coal Inc), Severance Agreement (Arch Coal Inc)
Compensation Upon Termination After a Change in Control. (a) If your termination is a Change Qualifying Termination, then the Company shall pay to you as severance pay (and without regard to the provisions of any benefit or incentive plan), in Control a lump sum cash payment, an amount equal to three times the higher of; (1) your annual salary immediately prior to your Date occurs of Termination, or (2) your highest annual salary during the Term and three fiscal years preceding the Employee’s employment with fiscal year in which your Date of Termination occurs or, if greater, the Company is terminated by prior three fiscal years preceding the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following fiscal year in which the Change in Control Dateoccurs.
(b) If your termination is a Qualifying Termination, then in addition to the Employee payments required by the preceding paragraph, you shall be entitled to the following benefits, subject to Section 4.6following:
(a) the Company shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination the sum of (i) To the Employee’s unpaid base salary through extent you are covered thereunder on the Date of Termination, a single lump sum payment equal to the product of (i) 18 and (ii) the monthly COBRA rate in effect from time to time for your and any accrued bonus which covered dependents’ coverage under the Employee is Company’s health plans. Upon your Termination, you and any covered dependents shall be entitled to elect to continue participation in the Company’s health plans in accordance with COBRA and the otherwise applicable terms of such plans, including terms related to payment of COBRA premiums or retiree medical contributions, if eligible and timely elected.
(ii) A single lump sum payment equal to the product of (A) 36 and (B) the monthly premium rate applicable upon conversion of your non-optional Company-group life insurance to individual coverage at the rate applicable to the converted policy assuming timely application to the insurance company for conversion and, if you have not timely applied for conversion, then at the group rate on the Date of Termination.
(iii) Full payment in cash of any performance unit/share awards in existence on your Date of Termination less any amounts paid to you under the applicable performance unit/share plan upon a Change in Control pursuant to the provisions of such plan; plus any pro rata portion (up through your Date of Termination) of any amounts you would have received under the Company’s Incentive Compensation Plan and any other similar executive compensation plan in which you were a participant immediately prior to your Date of Termination.
(iv) A single lump sum payment in cash of an amount equal to three times your Average Annual Bonus.
(v) Reasonable outplacement services, for a period not to exceed three (3) years after your Date of Termination.
(vi) To the extent you had elected to receive as of such services prior to the Date of Termination, financial counseling services shall be provided to you by a firm reasonably acceptable to you during the 36-month period following your Date of Termination; provided that, the maximum amount payable to the provider of such services shall not exceed $5,000.
(iiivii) A single lump sum payment equal to the amount value of any compensation previously deferred by the Employee (together with any accrued interest or earnings thereon) all unused, earned and any accrued vacation payas of your Date of Termination pursuant to the Company’s policies in effect immediately prior to the Change in Control.
(viii) All unexpired stock options held by you under any Company stock option plan shall immediately vest as of your Date of Termination, and shall be exercisable, if at all, in each case accordance with the option agreements and plans granting such options to you.
(ix) To the extent not previously paid (the sum of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “Accrued Obligations”);
(b) for 12 months after you are participating thereunder on the Date of Termination, the Company shall continue to pay to the Employee, pro rata and in accordance with its normal payroll practices, compensation at an annual rate a single lump sum payment equal to the sum of (i) his or her highest annual base salary during (A) the three-year period prior to Company matching contribution you would have received under the Company’s thrift plan and nonqualified deferred compensation plan as if you had been contributing the same percentage of your eligible compensation under such plans as in effect on your Date of Termination plus during the 36-month period following your Date of Termination and (B) the annual cash balance credit amount you would have received under the Company’s cash balance plan and nonqualified supplemental retirement plan during the 36-month period following your Date of Termination and (ii) an amount such that after payment by you of all taxes, including any income and employment taxes imposed on such amount, you retain an amount equal to the Employee’s target bonus amount calculated under (i) above. For purposes of this calculation, payments made pursuant to paragraph 3(a) and 3(b)(iv) hereof shall be deemed includable compensation under these plans to the same extent as if you had remained an active employee of the Company and the payments were made for base salary and annual bonus, respectively, during the year during which the termination occurs; and
(c) for 12 months after the 36-month period following your Date of Termination, the Company shall continue to provide to the Employee medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of Termination; provided, however, that such benefits shall not extend beyond the period of time during which the Employee would be entitled (or would, but for the terms of such benefits, be entitled) to continuation coverage under a group health plan of the Company under Section 4980B (COBRA) if the Employee elected such coverage and paid the applicable premiums; provided further, however, that if the Employee becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Employee and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Employee and his or her family.
Appears in 1 contract
Samples: Employment Agreement (Arch Coal Inc)
Compensation Upon Termination After a Change in Control. (a) If your termination is a Change Qualifying Termination, then the Company shall pay to you as severance pay (and without regard to the provisions of any benefit or incentive plan), in Control a lump sum cash payment, an amount equal to two times the higher of; (1) your annual salary immediately prior to your Date occurs of Termination, or (2) your highest annual salary during the Term and three fiscal years preceding the Employee’s employment with fiscal year in which your Date of Termination occurs or, if greater, the Company is terminated by prior three fiscal years preceding the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following fiscal year in which the Change in Control Dateoccurs.
(b) If your termination is a Qualifying Termination, then in addition to the Employee payments required by the preceding paragraph, you shall be entitled to the following benefits, subject to Section 4.6following:
(a) the Company shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination the sum of (i) To the Employee’s unpaid base salary through extent you are covered thereunder on the Date of Termination, a single lump sum payment equal to the product of (i) 18 and (ii) the monthly COBRA rate in effect from time to time for your and any accrued bonus which covered dependents’ coverage under the Employee is Company’s health plans. Upon your Termination, you and any covered dependents shall be entitled to elect to continue participation in the Company’s health plans in accordance with COBRA and the otherwise applicable terms of such plans, including terms related to payment of COBRA premiums or retiree medical contributions, if eligible and timely elected.
(ii) A single lump sum payment equal to the product of (A) 24 and (B) the monthly premium rate applicable upon conversion of your non-optional Company-group life insurance to individual coverage at the rate applicable to the converted policy assuming timely application to the insurance company for conversion and, if you have not timely applied for conversion, then at the group rate on the Date of Termination.
(iii) Full payment in cash of any performance unit/share awards in existence on your Date of Termination less any amounts paid to you under the applicable performance unit/share plan upon a Change in Control pursuant to the provisions of such plan; plus any pro rata portion (up through your Date of Termination) of any amounts you would have received under the Company’s Incentive Compensation Plan and any other similar executive compensation plan in which you were a participant immediately prior to your Date of Termination.
(iv) A single lump sum payment in cash of an amount equal to two times your Average Annual Bonus.
(v) Reasonable outplacement services, for a period not to exceed two (2) years after your Date of Termination.
(vi) To the extent you had elected to receive as of such services prior to the Date of Termination, financial counseling services shall be provided to you by a firm reasonably acceptable to you during the 24-month period following your Date of Termination; provided that, the maximum amount payable to the provider of such services shall not exceed $5,000.
(iiivii) A single lump sum payment equal to the amount value of any compensation previously deferred by the Employee (together with any accrued interest or earnings thereon) all unused, earned and any accrued vacation payas of your Date of Termination pursuant to the Company’s policies in effect immediately prior to the Change in Control.
(viii) All unexpired stock options held by you under any Company stock option plan shall immediately vest as of your Date of Termination, and shall be exercisable, if at all, in each case accordance with the option agreements and plans granting such options to you.
(ix) To the extent not previously paid (the sum of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “Accrued Obligations”);
(b) for 12 months after you are participating thereunder on the Date of Termination, the Company shall continue to pay to the Employee, pro rata and in accordance with its normal payroll practices, compensation at an annual rate a single lump sum payment equal to the sum of (iA) his or her highest annual base salary during the three-year period prior to Company matching contribution you would have received under the Company’s thrift plan and nonqualified deferred compensation plan as if you had been contributing the same percentage of your eligible compensation under such plans as in effect on your Date of Termination plus during the 24-month period following your Date of Termination and (iiB) the Employeeannual cash balance credit amount you would have received under the Company’s target bonus for cash balance plan and nonqualified supplemental retirement plan during the year during which the termination occurs; and
(c) for 12 months after the 24-month period following your Date of Termination. For purposes of this calculation, payments made pursuant to paragraph 3(a) and 3(b)(iv) hereof shall be deemed includable compensation under these plans to the same extent as if you had remained an active employee of the Company shall continue to provide to and the Employee medical payments were made for base salary and dental benefits on substantially annual bonus, respectively, during the same terms as were provided to the Employee on the period following your Date of Termination; provided, however, that such benefits shall not extend beyond the period of time during which the Employee would be entitled (or would, but for the terms of such benefits, be entitled) to continuation coverage under a group health plan of the Company under Section 4980B (COBRA) if the Employee elected such coverage and paid the applicable premiums; provided further, however, that if the Employee becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Employee and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Employee and his or her family.
Appears in 1 contract
Samples: Severance Agreement (Arch Coal Inc)
Compensation Upon Termination After a Change in Control. If a Change in Control Date occurs during the Term and the Employee’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the Change in Control Date, then the Employee shall be entitled to the following benefits, subject to Section 4.6:
(a) If your termination is a Qualifying Termination, then the Company shall pay to you as severance pay (and without regard to the Employee provisions of any benefit or incentive plan), in a lump sum in cash within 30 days after payment on the Date of Termination the sum of fifth (i5th) the Employee’s unpaid base salary through the day following your Date of Termination, an amount equal to three (ii3) any accrued bonus times the highest of your annual compensation (including annual incentive compensation) paid or payable in respect of the prior three (3) fiscal years preceding the fiscal year in which your Date of Termination occurs or, if greater, the prior three (3) fiscal years preceding the fiscal year in which the Employee is entitled to receive as Change in Control of the Company occurs.
(b) If your termination is a Qualifying Termination, the Company shall, in addition to the payments required by the preceding paragraph:
(i) provide for continuation of your and your eligible dependents' participation at regular employee rates, in effect from time to time, in all of the Company's medical, dental and group life plans or programs in which you were participating immediately prior to your Date of Termination for a period of three years from your Date of Termination, after which time you and your eligible dependents will be eligible for coverage under COBRA. In the event that your continued participation in any such plan or program is for whatever reason impossible, the Company shall arrange upon comparable terms to provide you with benefits substantially equivalent on an after tax basis to those which you and your eligible dependents are, or become, entitled to receive under such plans and programs;
(ii) provide for full payment in cash of any performance unit/share awards in existence on your Date of Termination less any amounts paid to you under the applicable performance unit/share plan upon a Change in Control of the Company pursuant to the provisions of such plan;
(iii) the amount provide for payment in cash of any incentive compensation previously deferred by (a) for the Employee (together with any accrued interest or earnings thereon) fiscal year during which the Change in Control of the Company occurred and any accrued vacation pay, in each case to the extent prior fiscal years for which you have not previously paid (the sum of the amounts described in clauses (i), (ii)yet received payment, and (iiib) shall be hereinafter referred to payment of incentive compensation for the fiscal year in which your Date of Termination occurs calculated as the “Accrued Obligations”greater of (x) the highest incentive compensation amount you were awarded in the last (3) three fiscal years preceding the fiscal year in which your Date of Termination occurs and (y) 125% of your gross base salary (gross base salary to be calculated as of the day prior to the date the Change in Control of the Company occurs or, if greater, your Date of Termination);
(biv) for 12 months after provide benefits or compensation under any compensation plan, arrangement or agreement not in existence as of the date hereof but which may be established by the Company prior to your Date of Termination, the Company shall continue to pay Termination at such time as payments are made thereunder to the Employeesame extent as if you had been a full-time employee on the date such payments would otherwise have been made or benefits vested;
(v) if requested by you, pro rata and purchase your principal residence in accordance with its normal payroll practices, compensation at an annual rate equal to the sum provisions of (i) his or her highest annual base salary during Relocation Properties Management LLC that have historically applied in the three-year period prior to case of transfers of the Date of Termination plus (ii) the Employee’s target bonus for the year during which the termination occurs; and
(c) for 12 months after the Date of Termination, the Company shall continue to provide to the Employee medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of TerminationCompany's employees; provided, however, that the purchase price of your residence shall be deemed to be the greater of (a) your aggregate investment in such benefits shall not extend beyond residence, or (b) the period of time during which the Employee would be entitled (or would, but for the terms then current fair market value of such benefitsresidence;
(vi) for one (1) year after your Date of Termination, be entitled) provide and pay for outplacement services, by a firm reasonably acceptable to continuation coverage under a group health plan of you, that have historically been offered to displaced employees generally by the Company under Section 4980B substantially the same terms and fee structure as is consistent with an employee in your then current position (COBRAor, if higher, your position immediately prior to the Change in Control of the Company);
(vii) for one (1) year after your Date of Termination, provide and pay for financial planning services, by a firm reasonably acceptable to you, that have historically been offered to you under substantially the same terms and fee structure as is consistent with an employee in your then current position (or, if higher, your position immediately prior to the Employee elected Change in Control of the Company);
(viii) pay to you an amount equal to the value of all unused, earned and accrued vacation as of your Date of Termination pursuant to the Company's policies in effect immediately prior to the Change in Control of the Company; and
(ix) provide for the immediate vesting of all stock options held by you, as of your Date of Termination, under any Company stock option plan and all such coverage and paid options shall be exerciseable for the remaining terms of the options.
(c) Unless otherwise provided in this Agreement or in the applicable premiums; compensation or stock option plan or program, all payments shall be made to you within thirty (30) days after your Date of Termination. The benefits in this Agreement are in addition to all accrued and vested benefits to which you are entitled to under any of the Company's plans and arrangements (to the extent accrued and vested benefits are relevant under the particular plan or arrangement), including but not limited to, the accrued vested benefits to which you are eligible and entitled to receive under any of the Company's qualified and non-qualified benefit or retirement plans, or any successor plans in effect on your Date of Termination hereunder. For these purposes, accrued and vested benefits shall include any extra, special or additional benefits under such qualified and non-qualified benefit or retirement plans that become due because of the Change in Control.
(d) You shall not be required to mitigate the amount of any payment provided furtherfor in this Section by seeking other employment or otherwise, however, that if nor shall the Employee becomes reemployed with amount of any payment provided for in this Section be reduced by any compensation earned by you as the result of employment by another employer and is eligible to receive a particular type after your Date of benefits (e.g.Termination, health insurance benefits) from such employer on terms at least or otherwise. Except as favorable to the Employee and his or her family as those being provided by the Companyherein, then the Company shall have no longer be required right to provide those particular benefits to the Employee and his or her familyset off against any amount owing hereunder any claim which it may have against you.
Appears in 1 contract
Compensation Upon Termination After a Change in Control. (a) If your termination is a Change Qualifying Termination, then the Company shall pay to you as severance pay (and without regard to the provisions of any benefit or incentive plan), in Control a lump sum cash payment, an amount equal to two times the higher of; (1) your annual salary immediately prior to your Date occurs of Termination, or (2) your highest annual salary during the Term and three fiscal years preceding the Employee’s employment with fiscal year in which your Date of Termination occurs or, if greater, the Company is terminated by prior three fiscal years preceding the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following fiscal year in which the Change in Control Dateoccurs.
(b) If your termination is a Qualifying Termination, then in addition to the Employee payments required by the preceding paragraph, you shall be entitled to the following benefits, subject to Section 4.6following:
(a) the Company shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination the sum of (i) To the Employee’s unpaid base salary through extent you are covered thereunder on the Date of Termination, a single lump sum payment equal to the product of (i) 18 and (ii) the monthly COBRA rate in effect from time to time for your and any accrued bonus which covered dependents’ coverage under the Employee is Company’s health plans. Upon your Termination, you and any covered dependents shall be entitled to elect to continue participation in the Company’s health plans in accordance with COBRA and the otherwise applicable terms of such plans, including terms related to payment of COBRA premiums or retiree medical contributions, if eligible and timely elected.
(ii) A single lump sum payment equal to the product of (A) 24 and (B) the monthly premium rate applicable upon conversion of your non-optional Company-group life insurance to individual coverage at the rate applicable to the converted policy assuming timely application to the insurance company for conversion and, if you have not timely applied for conversion, then at the group rate on the Date of Termination.
(iii) Full payment in cash of any performance unit/share awards in existence on your Date of Termination less any amounts paid to you under the applicable performance unit/share plan upon a Change in Control pursuant to the provisions of such plan; plus any pro rata portion (up through your Date of Termination) of any amounts you would have received under the Company’s Incentive Compensation Plan and any other similar executive compensation plan in which you were a participant immediately prior to your Date of Termination.
(iv) A single lump sum payment in cash of an amount equal to two times your Average Annual Bonus.
(v) Reasonable outplacement services, for a period not to exceed two (2) years after your Date of Termination.
(vi) To the extent you had elected to receive as of such services prior to the Date of Termination, financial counseling services shall be provided to you by a firm reasonably acceptable to you during the 24-month period following your Date of Termination; provided that, the maximum amount payable to the provider of such services shall not exceed $5,000.
(iiivii) A single lump sum payment equal to the amount value of any compensation previously deferred by the Employee (together with any accrued interest or earnings thereon) all unused, earned and any accrued vacation payas of your Date of Termination pursuant to the Company’s policies in effect immediately prior to the Change in Control.
(viii) All unexpired stock options held by you under any Company stock option plan shall immediately vest as of your Date of Termination, and shall be exercisable, if at all, in each case accordance with the option agreements and plans granting such options to you.
(ix) To the extent not previously paid (the sum of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “Accrued Obligations”);
(b) for 12 months after you are participating thereunder on the Date of Termination, the Company shall continue to pay to the Employee, pro rata and in accordance with its normal payroll practices, compensation at an annual rate a single lump sum payment equal to the sum of (i) his or her highest annual base salary during (A) the three-year period prior to Company matching contribution you would have received under the Company’s thrift plan and nonqualified deferred compensation plan as if you had been contributing the same percentage of your eligible compensation under such plans as in effect on your Date of Termination plus during the 24-month period following your Date of Termination and (B) the annual cash balance credit amount you would have received under the Company’s cash balance plan and nonqualified supplemental retirement plan during the 24-month period following your Date of Termination and (ii) an amount such that after payment by you of all taxes, including any income and employment taxes imposed on such amount, you retain an amount equal to the Employee’s target bonus amount calculated under (i) above. For purposes of this calculation, payments made pursuant to paragraph 3(a) and 3(b)(iv) hereof shall be deemed includable compensation under these plans to the same extent as if you had remained an active employee of the Company and the payments were made for base salary and annual bonus, respectively, during the year during which the termination occurs; and
(c) for 12 months after the 24-month period following your Date of Termination, the Company shall continue to provide to the Employee medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of Termination; provided, however, that such benefits shall not extend beyond the period of time during which the Employee would be entitled (or would, but for the terms of such benefits, be entitled) to continuation coverage under a group health plan of the Company under Section 4980B (COBRA) if the Employee elected such coverage and paid the applicable premiums; provided further, however, that if the Employee becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Employee and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Employee and his or her family.
Appears in 1 contract
Samples: Employment Agreement (Arch Coal Inc)
Compensation Upon Termination After a Change in Control. If No benefits shall be payable under this Agreement unless a Change in Control Date occurs during the Term and the Employee’s shall have occurred. If your employment with by the Company is terminated by within two years after a Change in Control, then the Company will, as additional compensation for services rendered to the Company, pay to you the following amounts (subject to any applicable payroll or other taxes required to be withheld and employee benefit premiums):
(a) If your employment is terminated for Cause or if you voluntarily terminate your employment without Good Reason, the Company shall pay your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and your Target Award (pro-rated for full months of service during the year in which your Date of Termination occurs), and the Company shall have no further obligations to you under this Agreement.
(b) If the Company terminates your employment other than due to death, Total Disability or for Cause or if you terminate your employment for Good Reason, then the Company will pay to you in a lump sum on the Date of Termination (subject to paragraph 13 hereof and except as set forth in item (iv) below), the following amounts:
(i) (A) your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and (B) an amount equal to your Incentive Compensation times a fraction, the numerator of which Xx. Xxxxxxx Xxxxx August 14, 2008 Page 7 is the number of days elapsed in the fiscal year to and including the Date of Termination and the denominator of which is 365;
(ii) in lieu of any further salary payments to you for periods subsequent to the Date of Termination, an amount equal to 3 times (A) your annual base salary plus (B) your Incentive Compensation as of the date of the Notice of Termination;
(iii) an amount equal to the difference between the amount you are entitled to receive under the Company’s retirement plans in a lump sum upon termination of employment and the amount you would be entitled to receive in a lump sum as of the Date of Termination if you had a 100% vested interest in your accounts on the Date of Termination; and
(iv) the Company shall also pay all legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Any reimbursement provided hereunder during one calendar year shall not affect the amount or availability of reimbursements in another calendar year. Any reimbursement provided hereunder shall be paid no later than the earlier of (i) the time prescribed under the Company’s applicable policies and procedures, or (ii) the last day of the calendar year following the calendar year in which your Date of Termination occurs.
(v) in the event that you relocated at the request of the Company within two years prior to the Date of Termination, the Company hereby agrees in the event you should desire to relocate back to your point of origin within one year after the Date of Termination, to apply all terms of its relocation policy then in effect for internal transfers and to indemnify you in connection with any loss you may sustain in the sale of your residence. Any reimbursements provided hereunder shall be only for expenses actually incurred and shall be made prior to the last day of your second taxable year after your Date of Termination.
(c) Unless you are terminated as a result of death, Total Disability or for Cause, Disability or death) or the Company shall cause you to continue to be covered, without any cost to you in excess of the cost borne by you prior to the Employee for Good Reason within 12 months following Change in Control, under health, medical and dental benefits and life insurance comparable to those in effect immediately prior to the Change in Control Dateincluding, then but not limited to, medical, dental and life insurance. Such continuation shall (i) also apply to your dependents who would otherwise be eligible to participate under the Employee shall be entitled to the following benefits, subject to Section 4.6:
terms of such plans and (aii) the Company shall pay to the Employee in a lump sum in cash within 30 days apply for two years after the Date of Termination. Xx. Xxxxxxx Xxxxx August 14, 2008 Page 8
(d) Upon your termination of employment for any reason, all country club memberships, luncheon clubs and other memberships, which the Company was providing for your use at the time Notice of Termination was given, to the extent possible shall be transferred to you, at no cost to you (other than taxes), the cost of transfer, if any, to be borne by the Company.
(e) Notwithstanding any contrary provisions in any plan, program or policy of the Company, if all or any portion of the benefits payable under the Agreement, either alone or together with other payments and benefits which you receive or are entitled to receive from the Company, would constitute a “parachute payment” within the meaning of Section 280G of the Code, the Company shall reduce the payments and benefits payable to you under the Agreement to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, but only if, by reason of such reduction, the net after-tax benefit shall exceed the net after-tax benefit if such reduction were not made. “Net after-tax benefit” for these purposes shall mean the sum of (i) the Employee’s unpaid base salary through total amount payable to you under the Date of TerminationAgreement, plus (ii) any accrued bonus all other payments and benefits which the Employee is you receive or are then entitled to receive as from the Company that, alone or in combination with the payments and benefits payable under the Agreement, would constitute a “parachute payment” within the meaning of Section 280G of the Date of TerminationCode, less (iii) the amount of any compensation previously deferred by federal income taxes payable with respect to the Employee foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing shall be paid to you (together based upon the rate in effect for such year as set forth in the Code at the time of the payment under the Agreement), less (iv) the amount of excise taxes imposed with any accrued interest or earnings thereonrespect to the payments and benefits described in (i) and any accrued vacation pay(ii) above by Section 4999 of the Code. Any reduction, pursuant to this paragraph, of amounts payable to you shall be made in each case a manner such that you receive the best economic benefit, and to the extent not previously paid (the sum of the amounts described in clauses (i)economically equivalent, (ii), and (iii) such reduction shall be hereinafter referred to as the “Accrued Obligations”);made on a pro-rata basis among all amounts payable under this Agreement.
(bf) for 12 months after the Date of Termination, the Company shall continue If you are a party to pay to the Employee, pro rata and in accordance an employment agreement with its normal payroll practices, compensation at an annual rate equal to the sum of (i) his or her highest annual base salary during the three-year period prior to the Date of Termination plus (ii) the Employee’s target bonus for the year during which the termination occurs; and
(c) for 12 months after the Date of Termination, the Company shall continue to provide to the Employee medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of Termination; provided, however, that such benefits shall not extend beyond the period of time during which the Employee would be entitled (or would, but for the terms of such benefits, be entitled) to continuation coverage under a group health plan of the Company under Section 4980B (COBRA) if the Employee elected such coverage and paid the applicable premiums; provided further, however, that if the Employee becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Employee and his or her family as those being provided by the Company, then in the Company event of any termination of your employment to which this Agreement would apply by its terms, you shall have all of the benefits provided under either this Agreement or such other agreement, whichever one (in its entirety) provides the greater total benefit, but not under both agreements, and the agreement providing the lower total benefit shall be superseded in its entirety and shall be of no longer be required to provide those particular benefits further force or effect, and neither party shall have any obligation to the Employee and his or her familyother thereunder.
Appears in 1 contract
Samples: Change in Control Agreement (Global Industries LTD)
Compensation Upon Termination After a Change in Control. If a Change in Control Date occurs during the Term and the Employee’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the Change in Control Date, then the Employee shall be entitled to the following benefits, subject to Section 4.6:
(a) the Company shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination the sum of (i) the Employee’s unpaid base salary through the Date of Termination, (ii) any accrued bonus which the Employee is entitled to receive as of the Date of Termination, (iii) the amount of any compensation previously deferred by the Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “Accrued Obligations”);
(b) for 12 18 months after the Date of Termination, the Company shall continue to pay to the Employee, pro rata and in accordance with its normal payroll practices, compensation at an annual rate equal to the sum of (i) his or her highest annual base salary during the three-year period prior to the Date of Termination plus (ii) the Employee’s target bonus for the year during which the termination occurs; and
(c) for 12 18 months after the Date of Termination, the Company shall continue to provide to the Employee medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of Termination; provided, however, that such benefits shall not extend beyond the period of time during which the Employee would be entitled (or would, but for the terms of such benefits, be entitled) to continuation coverage under a group health plan of the Company under Section 4980B (COBRA) if the Employee elected such coverage and paid the applicable premiums; provided further, however, that if the Employee becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Employee and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Employee and his or her family.
Appears in 1 contract
Compensation Upon Termination After a Change in Control. If a Change in Control Date occurs during the Term and the Employee’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the Change in Control Date, then the Employee shall be entitled to the following benefits, subject to Section 4.6:
(a) If your termination is a Qualifying Termination, then the Company shall pay to you as severance pay (and without regard to the Employee provisions of any benefit or incentive plan), in a lump sum cash payment on the fifth (5th) day of the seventh calendar month following the month in cash within 30 days after the which occurs your Date of Termination Termination, an amount equal to two (2) times the sum of (i) the Employee’s unpaid base salary through the Date of Termination, (ii) any accrued bonus which the Employee is entitled to receive as of the Date of Termination, (iii) the amount of any compensation previously deferred by the Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “Accrued Obligations”);
(b) for 12 months after the Date of Termination, the Company shall continue to pay to the Employee, pro rata and in accordance with its normal payroll practices, compensation at an annual rate equal to the sum of (i) his or her your highest annual base salary during the three-year period prior to the Date of Termination compensation plus (ii) the Employee’s highest target bonus annual incentive compensation (expressed as a percentage of base compensation for all applicable incentive compensation plans) in respect of the prior three (3) fiscal years preceding the fiscal year during in which the termination your Date of Termination occurs; and.
(cb) for 12 months after the Date of If your termination is a Qualifying Termination, the Company shall continue to provide shall, in addition to the Employee payments required by the preceding paragraph:
(i) provide for continuation of your and your eligible dependents' participation at regular employee rates, in effect from time to time, in all of the Company's medical, dental and group life plans or programs in which you were participating immediately prior to your Date of Termination for a period ending on the December 31 of the second calendar year following the calendar year in which your Date of Termination occurred and any entitlement to COBRA continuation coverage under the medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of Terminationplans shall run concurrently with said period; provided, however, that said continuation of coverage in the medical and dental plans during all or part of such period shall be charged at the full cost for such coverage (meaning the active employee contribution and the Company's contribution) if the charging of active employee rates for such coverage during all or part of such period would result in a violation of the Section 409A Provisions. In the event that your continued participation in any such plan or program is for whatever reason impossible, the Company shall arrange upon comparable terms to provide you with benefits substantially equivalent on an after-tax basis to those which you and your eligible dependents are, or become, entitled to receive under such plans and programs;
(ii) provide for full payment in cash of any performance unit/share awards in existence on your Date of Termination less any amounts paid to you under the applicable performance unit/share plan upon a Change in Control of the Company pursuant to the provisions of such plan; provided, however, if the Company should determine that the said payment would constitute deferred compensation under the Section 409A Provisions, then said payment shall not extend beyond be made no earlier than the period first day of time the seventh calendar month after the calendar month in which the Date of Termination occurs;
(iii) provide for payment in cash of any incentive compensation (a) for the fiscal year during which the Employee would be entitled (or would, but for the terms of such benefits, be entitled) to continuation coverage under a group health plan Change in Control of the Company under Section 4980B occurred and any prior fiscal years for which you have not yet received payment, and (COBRAb) if payment of the Employee elected such coverage and paid pro-rata portion (up through your Date of Termination) of any incentive compensation for the fiscal year in which your Date of Termination occurs calculated on the basis of the target bonus percentage of base compensation in the applicable premiumsincentive compensation plan (or plans); provided furtherprovided, however, that if the Employee becomes reemployed Company should determine that the said payment would constitute deferred compensation under the Section 409A Provisions, then said payment shall be made no earlier than the first day of the seventh calendar month after the calendar month in which the Date of Termination occurs;
(iv) provide benefits or compensation under any compensation plan, arrangement or agreement not in existence as of the date hereof but which may be established by the Company prior to your Date of Termination at such time as payments are made thereunder to the same extent as if you had been a full-time employee on the date such payments would otherwise have been made or benefits vested; provided, however, if the Company should determine that the said payment would constitute deferred compensation under the Section 409A Provisions, then said payment shall be made no earlier than the first day of the seventh calendar month after the calendar month in which the Date of Termination occurs;
(v) for one (1) year after your Date of Termination, provide and pay for outplacement services, by a firm reasonably acceptable to you, that has historically been offered to displaced employees generally by the Company under substantially the same terms and fee structure (but limited in an amount not to exceed 15 percent of your annual base compensation for the year in which your Date of Termination occurs or your annual base compensation with the Company immediately before the Change in Control, if greater) as is consistent with an employee in your then current position (or, if higher, your position immediately prior to the Change in Control of the Company);
(vi) for one (1) year after your Date of Termination, provide and pay for financial planning services, by a firm reasonably acceptable to you, that have historically been offered to you under substantially the same terms and fee structure as is consistent with an employee in your then current position (or, if higher, your position immediately prior to the Change in Control of the Company);
(vii) pay to you an amount equal to the value of all unused, earned and accrued vacation as of your Date of Termination pursuant to the company's policies in effect immediately prior to the Change in Control of the Company; provided, however, said payment shall be made no earlier than the first day of the seventh calendar month after the calendar month in which the Date of Termination occurs; and
(viii) provide for the immediate vesting of all stock options and all restricted stock, stock appreciation rights held by you, as of your Date of Termination, under any Company incentive compensation plan or other stock option plan and stock appreciation rights plan and all such stock options and stock appreciation rights shall be exercisable for the remaining terms of the said options and rights.
(c) Unless otherwise provided in this Agreement or in the applicable compensation or stock option plan or program, all payments shall be made to you within thirty (30) days after your Date of Termination. The benefits in this Agreement are in addition to all accrued and vested benefits to which you are entitled under any of the Company's plans and arrangements (to the extent accrued and vested benefits are relevant under the particular plan or arrangement), including but not limited to, the accrued vested benefits to which you are eligible and entitled to receive under any of the Company's qualified and non-qualified benefit or retirement plans, or any successor plans in effect on your Date of Termination hereunder. For these purposes, accrued and vested benefits shall include any extra, special or additional benefits under such qualified and nonqualified benefit or retirement plans that become due because of the Change in Control.
(d) You shall not be required to mitigate the amount of any payment provided for in this Section by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section be reduced by any compensation earned by you as the result of employment by another employer and is eligible to receive a particular type after your Date of benefits (e.g.Termination, health insurance benefits) from such employer on terms at least or otherwise. Except as favorable to the Employee and his or her family as those being provided by the Companyherein, then the Company shall have no longer be required right to provide those particular benefits to the Employee and his or her familyset off against any amount owing hereunder any claim which it may have against you.
Appears in 1 contract
Compensation Upon Termination After a Change in Control. If a Change in Control Date occurs during the Term and the Employee’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the Change in Control Date, then the Employee shall be entitled to the following benefits, subject to Section 4.6:
(a) If your termination is a Qualifying Termination, then the Company shall pay to you as severance pay (and without regard to the Employee provisions of any benefit or incentive plan), in a lump sum in cash within 30 days after payment on the Date of Termination the sum of fifth (i5th) the Employee’s unpaid base salary through the day following your Date of Termination, an amount equal to three (ii3) any accrued bonus which times the Employee is entitled higher of; (1) your salary immediately prior to receive as of the your Date of Termination, or (2) your highest salary during the prior three (3) fiscal years preceding the fiscal year in which your Date of Termination occurs or, if greater, the prior three (3) fiscal years preceding the fiscal year in which the Change in Control of the Company occurs.
(b) If your termination is a Qualifying Termination, the Company shall, in addition to the payments required by the preceding paragraph:
(i) provide for continuation of your and your eligible dependents' participation at regular employee rates, in effect from time to time, in all of the Company's medical, dental and group life plans and other programs in which you were participating immediately prior to your Date of Termination for a period of three years from your Date of Termination, after which time you and your eligible dependents will be eligible for coverage under COBRA. In the event that your continued participation in any such plan or program is for whatever reason impossible, the Company shall arrange upon comparable terms to provide you with benefits substantially equivalent on an after tax basis to those which you and your eligible dependents are, or become, entitled to receive under such plans and programs;
(ii) provide for full payment in cash of any performance unit/share awards in existence on your Date of Termination less any amounts paid to you under the applicable performance unit/share plan upon a Change in Control of the Company pursuant to the provisions of such plan; plus any pro rata portion (up through your date of termination) of any amounts you would have received under the Company's Incentive Compensation Plan and any other similar executive compensation plan in which you were a participant immediately prior to your Date of Termination;
(iii) the provide for payment in cash of an amount of equal to three times your Average Annual Bonus;
(iv) provide those benefits or compensation under any compensation previously deferred plan, arrangement or agreement not in existence as of the date hereof but which may be established by the Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case Company prior to your Date of Termination at such time as payments are made thereunder to the same extent not previously paid as if you had been a full-time employee on the date such payments would otherwise have been made or benefits vested;
(v) for three (3) years after your Date of Termination, provide and pay for outplacement services, by a firm reasonably acceptable to you, that have historically been offered to displaced employees generally by the sum Company under substantially the same terms and fee structure as is consistent with an employee in your then current position (or, if higher, your position immediately prior to the Change in Control of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “Accrued Obligations”Company);
(bvi) for 12 months three (3) years after the your Date of Termination, provide and pay for financial planning services, by a firm reasonably acceptable to you, that have historically been offered to you under substantially the Company shall continue same terms and fee structure as is consistent with an employee in your then current position (or, if higher, your position immediately prior to the Change in Control of the Company);
(vii) pay to the Employee, pro rata and in accordance with its normal payroll practices, compensation at you an annual rate amount equal to the sum value of (i) his or her highest annual base salary during all unused, earned and accrued vacation as of your Date of Termination pursuant to the three-year period Company's policies in effect immediately prior to the Date Change in Control of Termination plus (ii) the Employee’s target bonus for the year during which the termination occursCompany; and
(cviii) provide for 12 months after the immediate vesting of all stock options held by you, as of your Date of Termination, the under any Company stock option plan and all such options shall continue to provide to the Employee medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of Termination; provided, however, that such benefits shall not extend beyond the period of time during which the Employee would be entitled (or would, but exercisable for the remaining terms of such benefitsthe options.
(ix) payments made pursuant to paragraphs 3.(a) and 3.(b)(iii) hereof shall be deemed includable compensation under the Company's thrift plan, be entitled) to continuation coverage under a group health cash balance pension plan, non-qualified supplemental pension plan and deferred compensation plan as if you had remained an active employee of the Company under Section 4980B (COBRA) if the Employee elected such coverage and paid the applicable premiums; provided furtherpayments were made for base salary and annual bonus, however, that if the Employee becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Employee and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Employee and his or her familyrespectively.
Appears in 1 contract
Samples: Employment Agreement (Arch Coal Inc)
Compensation Upon Termination After a Change in Control. If a Change in Control Date occurs during the Term and the Employee’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the Change in Control Date, then the Employee shall be entitled to the following benefits, subject to Section 4.6:
(a) If your termination is a Qualifying Termination, then as consideration for and subject to your obligation to abide by the provisions contained in Section C, paragraph 4 (a) and (b) of this Agreement following a Qualifying Termination, the Company shall pay to you as severance pay (and without regard to the Employee in a lump sum in cash within 30 days after the Date provisions of Termination any benefit or incentive plan) an amount equal to three (3) times the sum of (i) the Employee’s unpaid base salary through the Date of Termination, (ii) any accrued bonus which the Employee is entitled to receive as of the Date of Termination, (iii) the amount of any compensation previously deferred by the Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “Accrued Obligations”);
(b) for 12 months after the Date of Termination, the Company shall continue to pay to the Employee, pro rata and in accordance with its normal payroll practices, compensation at an annual rate equal to the sum of (i) his or her your highest annual base salary during the three-year period prior to the Date of Termination compensation plus (ii) the Employee’s highest target bonus annual incentive compensation (expressed as a percentage of base compensation for all applicable incentive compensation plans) in respect of the three (3) fiscal years preceding the fiscal year during in which the termination your Date of Termination occurs; and.
(cb) for 12 months after the Date of If your termination is a Qualifying Termination, the Company shall continue to provide shall, in addition to the Employee payments required by the preceding paragraph:
(i) provide for continuation of your and your eligible dependents' participation at regular employee rates, in effect from time to time, in all of the Company's medical, dental and group life plans or programs in which you were participating immediately prior to your Date of Termination for a period ending on the December 31 of the third calendar year following the calendar year in which your Date of Termination occurred and any entitlement to COBRA continuation coverage under the medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of Terminationplans shall run concurrently with said period; provided, however, that said continuation of coverage in the medical and dental plans during all or part of such period shall be charged at the full cost for such coverage (meaning the active employee contribution and the Company's contribution) if the charging of active employee rates for such coverage during all or part of such period would result in a violation of the Section 409A Provisions. In the event that your continued participation in any such plan or program is for whatever reason impossible, the Company shall at that time, or at the earliest time permitted that will not trigger a tax or penalty under the Section 409A Provisions, arrange upon comparable terms to provide you with benefits shall not extend beyond substantially equivalent on an after-tax basis to those which you and your eligible dependents are, or become, entitled to receive under such plans and programs;
(ii) provide for payment in cash of any performance unit/share awards in existence on your Date of Termination, calculated at target performance, less any amounts paid to you under the period applicable performance unit/share plan upon a Change in Control of time the Company pursuant to the provisions of such plan;
(iii) provide for payment in cash of any incentive compensation (a) earned for the fiscal year during which the Employee would be entitled (or would, but for the terms of such benefits, be entitled) to continuation coverage under a group health plan Change in Control of the Company occurred and any prior fiscal years for which you have not yet received payment, and (b) payment of the pro-rata portion (through your Date of Termination) of any incentive compensation for the fiscal year in which your Date of Termination occurs calculated on the basis of the target bonus percentage of base compensation in the applicable incentive compensation plan (or plans);
(iv) provide benefits or compensation under any compensation plan, arrangement or agreement not in existence as of the date hereof but which may be established by the Company prior to your Date of Termination at such time as payments are made thereunder to the same extent as if you had been a full-time employee on the date such payments would otherwise have been made or benefits vested;
(v) for one (1) year after your Date of Termination, provide and pay for outplacement services, by a firm reasonably acceptable to you, consistent with those that have historically been offered to displaced employees generally by the Company under substantially the same terms and fee structure (but limited in an amount not to exceed fifteen (15) percent of your annual base compensation for the year in which your Date of Termination occurs or fifteen (15) percent of your annual base compensation as of immediately before the Change in Control of the Company, if greater) as is consistent with an employee in your then current position (or, if higher, your position immediately prior to the Change in Control of the Company);
(vi) for one (1) year after your Date of Termination, provide and pay for financial planning services, by a firm reasonably acceptable to you, that have historically been offered to you under substantially the same terms and fee structure as is consistent with an employee in your then current position (or, if higher, your position immediately prior to the Change in Control of the Company);
(vii) pay to you an amount equal to the value of all unused, earned and accrued vacation as of your Date of Termination pursuant to the company's policies in effect immediately prior to the Change in Control of the Company; and
(viii) provide for the immediate vesting of all stock options, restricted stock, restricted stock units and stock appreciation rights held by you, as of your Date of Termination, under any Company incentive compensation plan or other stock option plan and stock appreciation rights plan, and all such stock options and stock appreciation rights shall be exercisable for the remaining terms of the said options and rights. In the event such immediate vesting is not permitted under law or the applicable benefit plan or award agreement, the Company shall provide a payment to you in cash of an amount equal to the value of the equity-based compensation awards that would otherwise be forfeited as a result of your Qualifying Termination, based on the closing price of the Company’s stock on your Date of Termination. Provided, that nothing in this Section 4980B C, paragraph 3(b) shall require the continued vesting, acceleration, or payment in cash in lieu of the value of the Performance-Based Restricted Stock Award provided to you under the Executive Performance Incentive & Retention Program approved by the Personnel & Compensation Committee of the Board on October 5, 2015, which is intended to be granted to you on November 18, 2015, your rights to which shall be governed exclusively by the applicable plan as modified by the Performance-Based Restricted Stock Award agreement.
(COBRAc) Unless otherwise provided in this Agreement or in the applicable compensation or stock option plan or program, all payments shall be made to you within thirty (30) days after your Date of Termination. Notwithstanding the foregoing, the amounts described in Section C, paragraphs 3(a) and 3(b)(iii) (the aggregate amount of such payments, the “CIC Cash Severance”) shall be paid as follows:
(i) a portion of the CIC Cash Severance equal to your “Non-CIC Severance Amount” (as defined below) shall be paid as follows:
(A) if the Employee elected Change in Control of the Company is not considered a “change in control event” within the meaning of the Section 409A Provisions, then such coverage and Non-CIC Severance Amount shall be paid in accordance with the applicable premiumssame payment schedule that would have applied to such amount had such amount been payable under the Company’s Non-CIC Severance Plan (as defined below); provided further, however, that or
(B) if the Employee becomes reemployed with another employer and Change in Control of the Company is eligible considered a “change in control event” within the meaning of the Section 409A Provisions, then such Non-CIC Severance Amount shall be paid within thirty (30) days after your Date of Termination; and
(ii) the remainder of the CIC Cash Severance shall be paid within thirty (30) days after your Date of Termination. Notwithstanding the foregoing, if you are a “specified employee” as determined under the Company’s policy for determining specified employees as of the date of your Qualifying Termination, then a portion of the CIC Cash Severance equal to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable your Non-CIC Severance Amount shall be subject to the Employee and his or her family as those being provided by the Companysix-month delay described in Section D, then the Company shall no longer be required to provide those particular benefits to the Employee and his or her family.paragraph 14. For purposes of this Agreement,
Appears in 1 contract
Compensation Upon Termination After a Change in Control. If No benefits shall be payable under this Agreement unless a Change in Control Date occurs during the Term and the Employee’s shall have occurred. If your employment with by the Company is terminated by the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the two years after a Change in Control DateControl, then the Employee shall be entitled Company will, as additional compensation for services rendered to the Company, pay to you the following benefits, amounts (subject to Section 4.6:any applicable payroll or other taxes required to be withheld and employee benefit premiums):
(a) If the Company shall terminates your employment other than due to death, Total Disability or for Cause or if you terminate your employment for Good Reason, then the Company will pay to the Employee you in a lump sum in cash within 30 days after on the Date of Termination (subject to paragraph 12 hereof and except as set forth in item (ii) below), the sum following amounts:
(i) an amount equal to your Incentive Compensation times a fraction, the numerator of which is the number of days elapsed in the fiscal year to and including the Date of Termination and the denominator of which is 365;
(ii) in lieu of any further payments to you for periods subsequent to the Date of Termination, a cash payment of $3,600,000 less any applicable federal and state taxes; and
(iii) the Company shall also pay all legal fees and expenses incurred by you as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement). Any reimbursement provided hereunder during one calendar year shall not affect the amount or availability of reimbursements in another calendar year. Any reimbursement provided hereunder shall be paid no later than the earlier of (i) the Employeetime prescribed under the Company’s unpaid base salary through the Date of Terminationapplicable policies and procedures, or (ii) any accrued bonus which the Employee is entitled to receive as last day of the calendar year following the calendar year in which your Date of Termination, (iii) the amount of any compensation previously deferred by the Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “Accrued Obligations”);Termination occurs.
(b) for 12 months after Notwithstanding any contrary provisions in any plan, program or policy of the Date Company, if all or any portion of Terminationthe benefits payable under the Agreement, either alone or together with other payments and benefits which you receive or are entitled to receive from the Company, would constitute a “parachute payment” within the meaning of Section 280G of the Code, the Company shall continue reduce the payments and benefits payable to pay you under the Agreement to the Employee, pro rata and in accordance with its normal payroll practices, compensation at an annual rate equal extent necessary so that no portion thereof shall be subject to the sum excise tax imposed by Section 4999 of (i) his or her highest annual base salary during the three-year period prior to the Date Code, but only if, by reason of Termination plus (ii) the Employee’s target bonus for the year during which the termination occurs; and
(c) for 12 months after the Date of Terminationsuch reduction, the Company shall continue to provide to the Employee medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of Termination; provided, however, that such benefits shall not extend beyond the period of time during which the Employee would be entitled (or would, but for the terms of such benefits, be entitled) to continuation coverage under a group health plan of the Company under Section 4980B (COBRA) if the Employee elected such coverage and paid the applicable premiums; provided further, however, that if the Employee becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Employee and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Employee and his or her family.net
Appears in 1 contract
Samples: Change in Control Agreement (Global Industries LTD)
Compensation Upon Termination After a Change in Control. If a Change in Control Date occurs during the Term and the Employee’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the Change in Control Date, then the Employee shall be entitled to the following benefits, subject to Section 4.6:
(a) If your termination is a Qualifying Termination, then the Company shall pay to you as severance pay (and without regard to the Employee provisions of any benefit or incentive plan), in a lump sum in cash within 30 days after payment on the Date of Termination the sum of fifth (i5th) the Employee’s unpaid base salary through the day following your Date of Termination, an amount equal to two (ii2) any accrued bonus which times the Employee is entitled higher of; (1) your salary immediately prior to receive as of the your Date of Termination, or (2) your highest salary during the prior three (3) fiscal years preceding the fiscal year in which your Date of Termination occurs or, if greater, the prior three (3) fiscal years preceding the fiscal year in which the Change in Control of the Company occurs.
(b) If your termination is a Qualifying Termination, the Company shall, in addition to the payments required by the preceding paragraph:
(i) provide for continuation of your and your eligible dependents' participation at regular employee rates, in effect from time to time, in all of the Company's medical, dental and group life plans and other programs in which you were participating immediately prior to your Date of Termination for a period of two years from your Date of Termination, after which time you and your eligible dependents will be eligible for coverage under COBRA. In the event that your continued participation in any such plan or program is for whatever reason impossible, the Company shall arrange upon comparable terms to provide you with benefits substantially equivalent on an after tax basis to those which you and your eligible dependents are, or become, entitled to receive under such plans and programs;
(ii) provide for full payment in cash of any performance unit/share awards in existence on your Date of Termination less any amounts paid to you under the applicable performance unit/share plan upon a Change in Control of the Company pursuant to the provisions of such plan; plus any pro rata portion (up through your date of termination) of any amounts you would have received under the Company's Incentive Compensation Plan and any other similar executive compensation plan in which you were a participant immediately prior to your Date of Termination;
(iii) the provide for payment in cash of an amount of equal to two times your Average Annual Bonus;
(iv) provide those benefits or compensation under any compensation previously deferred plan, arrangement or agreement not in existence as of the date hereof but which may be established by the Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case Company prior to your Date of Termination at such time as payments are made thereunder to the same extent not previously paid as if you had been a full-time employee on the date such payments would otherwise have been made or benefits vested;
(v) for two (2) years after your Date of Termination, provide and pay for outplacement services, by a firm reasonably acceptable to you, that have historically been offered to displaced employees generally by the sum Company under substantially the same terms and fee structure as is consistent with an employee in your then current position (or, if higher, your position immediately prior to the Change in Control of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “Accrued Obligations”Company);
(bvi) for 12 months two (2) years after the your Date of Termination, provide and pay for financial planning services, by a firm reasonably acceptable to you, that have historically been offered to you under substantially the Company shall continue same terms and fee structure as is consistent with an employee in your then current position (or, if higher, your position immediately prior to the Change in Control of the Company);
(vii) pay to the Employee, pro rata and in accordance with its normal payroll practices, compensation at you an annual rate amount equal to the sum value of (i) his or her highest annual base salary during all unused, earned and accrued vacation as of your Date of Termination pursuant to the three-year period Company's policies in effect immediately prior to the Date Change in Control of Termination plus (ii) the Employee’s target bonus for the year during which the termination occursCompany; and
(cviii) provide for 12 months after the immediate vesting of all stock options held by you, as of your Date of Termination, the under any Company stock option plan and all such options shall continue to provide to the Employee medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of Termination; provided, however, that such benefits shall not extend beyond the period of time during which the Employee would be entitled (or would, but exercisable for the remaining terms of such benefitsthe options.
(ix) payments made pursuant to paragraphs 3.(a) and 3.(b)(iii) hereof shall be deemed includable compensation under the Company's thrift plan, be entitled) to continuation coverage under a group health cash balance pension plan, non-qualified supplemental pension plan and deferred compensation plan as if you had remained an active employee of the Company under Section 4980B (COBRA) if the Employee elected such coverage and paid the applicable premiums; provided furtherpayments were made for base salary and annual bonus, however, that if the Employee becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Employee and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Employee and his or her familyrespectively.
Appears in 1 contract
Samples: Employment Agreement (Arch Coal Inc)
Compensation Upon Termination After a Change in Control. If If, following a Change change in Control Date occurs control of the Company during the Term and term of this Agreement, the Employee’s Executive's employment with the Company is terminated by the Company (for any reason other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the Change in Control Date, then the Employee shall be entitled to the following benefits, subject to Section 4.6:
(a) the Company shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination the sum of (i) the Employee’s unpaid base salary through the Date of Termination, (ii) any accrued bonus which the Employee is entitled to receive as of the Date of Termination, (iii) the amount of any compensation previously deferred by the Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts those described in clauses subsections (i), (ii), and ) or (iii) of Section 3(a) above, then the following provisions shall be hereinafter referred to as the “Accrued Obligations”);apply:
(ba) Company shall continue to pay to the Executive his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given (but only to the extent such amount is not payable pursuant to Section 3(f) hereof) and, in lieu of any further salary payments to the Executive for 12 months after periods subsequent to the Date of Termination, the Company shall continue to pay as liquidated damages to the EmployeeExecutive on the fifth day following the Date of Termination, pro rata and in accordance with its normal payroll practices, compensation at an annual rate a lump sum amount equal to two hundred percent (200%) of the sum of (i) his or her highest the Executive's annual base salary during (at the three-higher of the rates in effect on the date Notice of Termination is given, or on the date on which a change in control of the Company occurs) plus the average of the bonus payments made to the Executive for the (2) full fiscal years preceding the fiscal year in which the Notice of Termination is given. Any amount payable pursuant to the preceding sentence shall be reduced by the present value of any other payment or payments made to, or on behalf of, the Employee which would constitute a "parachute payment" within the meaning of that term as defined in Section 280G of the Internal Revenue Code of 1986, as amended ("Code").
(b) The Company shall maintain in full force and effect at its expense for a period of one (1) year after the Date of Termination all group insurance plans in which the Executive was entitled to participate immediately prior to the Date of Termination plus (ii) provided that the Employee’s target bonus for the year during which the termination occurs; and
(c) for 12 months after the Date of Termination, the Company shall continue to provide to the Employee medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of Termination; provided, however, that such benefits shall not extend beyond the period of time during which the Employee would be entitled (or would, but for Executive's continued participation is possible under the terms of such benefitsplans, be entitled) to continuation coverage under a group health plan of the Company under Section 4980B (COBRA) if the Employee elected such coverage and paid the applicable premiums; provided further, however, that if the Employee becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Employee and his or her family as those being provided by the Company, then failing which the Company shall no longer be required arrange to provide the Executive with alternative benefits substantially similar to those particular benefits to the Employee and his or her familyprovided under such plans.
Appears in 1 contract
Samples: Severance Agreement (Quixote Corp)
Compensation Upon Termination After a Change in Control. If a Change in Control Date occurs during the Term and the Employee’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the Change in Control Date, then the Employee shall be entitled to the following benefits, subject to Section 4.6:
(a) If your termination is a Qualifying Termination, then the Company shall pay to you as severance pay (and without regard to the Employee provisions of any benefit or incentive plan), in a lump sum cash payment on the fifth (5th) day of the seventh calendar month following the month in cash within 30 days after the which occurs your Date of Termination Termination, an amount equal to three (3) times the sum of (i) the Employee’s unpaid base salary through the Date of Termination, (ii) any accrued bonus which the Employee is entitled to receive as of the Date of Termination, (iii) the amount of any compensation previously deferred by the Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “Accrued Obligations”);
(b) for 12 months after the Date of Termination, the Company shall continue to pay to the Employee, pro rata and in accordance with its normal payroll practices, compensation at an annual rate equal to the sum of (i) his or her your highest annual base salary during the three-year period prior to the Date of Termination compensation plus (ii) the Employee’s highest target bonus annual incentive compensation (expressed as a percentage of base compensation for all applicable incentive compensation plans) in respect of the prior three (3) fiscal years preceding the fiscal year during in which the termination your Date of Termination occurs; and.
(cb) for 12 months after the Date of If your termination is a Qualifying Termination, the Company shall continue to provide shall, in addition to the Employee payments required by the preceding paragraph:
(i) provide for continuation of your and your eligible dependents’ participation at regular employee rates, in effect from time to time, in all of the Company’s medical, dental and group life plans or programs in which you were participating immediately prior to your Date of Termination for a period ending on the December 31 of the second calendar year following the calendar year in which your Date of Termination occurred and any entitlement to COBRA continuation coverage under the medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of Terminationplans shall run concurrently with said period; provided, however, that said continuation of coverage in the medical and dental plans during all or part of such period shall be charged at the full cost for such coverage (meaning the active employee contribution and the Company’s contribution) if the charging of active employee rates for such coverage during all or part of such period would result in a violation of the Section 409A Provisions. In the event that your continued participation in any such plan or program is for whatever reason impossible, the Company shall arrange upon comparable terms to provide you with benefits substantially equivalent on an after tax basis to those which you and your eligible dependents are, or become, entitled to receive under such plans and programs; [Name]
(ii) provide for full payment in cash of any performance unit/share awards in existence on your Date of Termination less any amounts paid to you under the applicable performance unit/share plan upon a Change in Control of the Company pursuant to the provisions of such plan; provided, however, if the Company should determine that the said payment would constitute deferred compensation under the Section 409A Provisions, then said payment shall not extend beyond be made no earlier than the period first day of time the seventh calendar month after the calendar month in which the Date of Termination occurs;
(iii) provide for payment in cash of any incentive compensation (a) for the fiscal year during which the Employee would be entitled (or would, but for the terms of such benefits, be entitled) to continuation coverage under a group health plan Change in Control of the Company under Section 4980B occurred and any prior fiscal years for which you have not yet received payment, and (COBRAb) if payment of the Employee elected such coverage and paid pro-rata portion (up through your Date of Termination) of any incentive compensation for the fiscal year in which your Date of Termination occurs calculated on the basis of the target bonus percentage of base compensation in the applicable premiumsincentive compensation plan (or plans); provided furtherprovided, however, that if the Employee becomes reemployed Company should determine that the said payment would constitute deferred compensation under the Section 409A Provisions, then said payment shall be made no earlier than the first day of the seventh calendar month after the calendar month in which the Date of Termination occurs;
(iv) provide benefits or compensation under any compensation plan, arrangement or agreement not in existence as of the date hereof but which may be established by the Company prior to your Date of Termination at such time as payments are made thereunder to the same extent as if you had been a full-time employee on the date such payments would otherwise have been made or benefits vested; provided, however, if the Company should determine that the said payment would constitute deferred compensation under the Section 409A Provisions, then said payment shall be made no earlier than the first day of the seventh calendar month after the calendar month in which the Date of Termination occurs;
(v) for one (1) year after your Date of Termination, provide and pay for outplacement services, by a firm reasonably acceptable to you, that has historically been offered to displaced employees generally by the Company under substantially the same terms and fee structure (but limited in an amount not to exceed 15 percent of your annual base compensation for the year in which your Date of Termination occurs or your annual base compensation with the Company immediately before the Change in Control, if greater) as is consistent with an employee in your then current [Name] position (or, if higher, your position immediately prior to the Change in Control of the Company);
(vi) for one (1) year after your Date of Termination, provide and pay for financial planning services, by a firm reasonably acceptable to you, that have historically been offered to you under substantially the same terms and fee structure as is consistent with an employee in your then current position (or, if higher, your position immediately prior to the Change in Control of the Company);
(vii) pay to you an amount equal to the value of all unused, earned and accrued vacation as of your Date of Termination pursuant to the Company's policies in effect immediately prior to the Change in Control of the Company; provided, however, said payment shall be made no earlier than the first day of the seventh calendar month after the calendar month in which the Date of Termination occurs; and
(viii) provide for the immediate vesting of all restricted stock, stock options and all stock appreciation rights held by you, as of your Date of Termination, under any Company incentive compensation plan or other stock option plan and stock appreciation rights plan and all such stock options and stock appreciation rights shall be exercisable for the remaining terms of the said options and rights.
(c) Unless otherwise provided in this Agreement or in the applicable compensation or stock option plan or program, all payments shall be made to you within thirty (30) days after your Date of Termination. The benefits in this Agreement are in addition to all accrued and vested benefits to which you are entitled under any of the Company’s plans and arrangements (to the extent accrued and vested benefits are relevant under the particular plan or arrangement), including but not limited to, the accrued vested benefits to which you are eligible and entitled to receive under any of the Company's qualified and non-qualified benefit or retirement plans, or any successor plans in effect on your Date of Termination hereunder. For these purposes, accrued and vested benefits shall include any extra, special or additional benefits under such qualified and non-qualified benefit or retirement plans that become due because of the Change in Control.
(d) You shall not be required to mitigate the amount of any payment provided for in this Section by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section be reduced by any compensation earned by you as the result of employment by another employer and is eligible to receive a particular type after your Date of benefits (e.g.Termination, health insurance benefits) from such employer on terms at least or otherwise. Except as favorable to the Employee and his or her family as those being provided by the Companyherein, then the Company shall have no longer be required right to provide those particular benefits to the Employee and his or her family.set off against any amount owing hereunder any claim which it may have against you. [Name]
Appears in 1 contract
Compensation Upon Termination After a Change in Control. If a Change in Control Date occurs during the Term and the Employee’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the Change in Control Date, then the Employee shall be entitled to the following benefits, subject to Section 4.6:
(a) If your termination is a Qualifying Termination, then the Company shall pay to you as severance pay (and without regard to the Employee provisions of any benefit or incentive plan), in a lump sum cash payment on the fifth (5th) day of the seventh calendar month following the month in cash within 30 days after the which occurs your Date of Termination Termination, an amount equal to three (3) times the sum of (i) the Employee’s unpaid base salary through the Date of Termination, (ii) any accrued bonus which the Employee is entitled to receive as of the Date of Termination, (iii) the amount of any compensation previously deferred by the Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “Accrued Obligations”);
(b) for 12 months after the Date of Termination, the Company shall continue to pay to the Employee, pro rata and in accordance with its normal payroll practices, compensation at an annual rate equal to the sum of (i) his or her your highest annual base salary during the three-year period prior to the Date of Termination compensation plus (ii) the Employee’s highest target bonus annual incentive compensation (expressed as a percentage of base compensation for all applicable incentive compensation plans) in respect of the prior three (3) fiscal years preceding the fiscal year during in which the termination your Date of Termination occurs; and.
(cb) for 12 months after the Date of If your termination is a Qualifying Termination, the Company shall continue to provide shall, in addition to the Employee payments required by the preceding paragraph:
(i) provide for continuation of your and your eligible dependents' participation at regular employee rates, in effect from time to time, in all of the Company's medical, dental and group life plans or programs in which you were participating immediately prior to your Date of Termination for a period ending on the December 31 of the second calendar year following the calendar year in which your Date of Termination occurred and any entitlement to COBRA continuation coverage under the medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of Terminationplans shall run concurrently with said period; provided, however, that said continuation of coverage in the medical and dental plans during all or part of such period shall be charged at the full cost for such coverage (meaning the active employee contribution and the Company's contribution) if the charging of active employee rates for such coverage during all or part of such period would result in a violation of the Section 409A Provisions. In the event that your continued participation in any such plan or program is for whatever reason impossible, the Company shall arrange upon comparable terms to provide you with benefits substantially equivalent on an after-tax basis to those which you and your eligible dependents are, or become, entitled to receive under such plans and programs;
(ii) provide for full payment in cash of any performance unit/share awards in existence on your Date of Termination less any amounts paid to you under the applicable performance unit/share plan upon a Change in Control of the Company pursuant to the provisions of such plan; provided, however, if the Company should determine that the said payment would constitute deferred compensation under the Section 409A Provisions, then said payment shall not extend beyond be made no earlier than the period first day of time the seventh calendar month after the calendar month in which the Date of Termination occurs;
(iii) provide for payment in cash of any incentive compensation (a) for the fiscal year during which the Employee would be entitled (or would, but for the terms of such benefits, be entitled) to continuation coverage under a group health plan Change in Control of the Company under Section 4980B occurred and any prior fiscal years for which you have not yet received payment, and (COBRAb) if payment of the Employee elected such coverage and paid pro-rata portion (up through your Date of Termination) of any incentive compensation for the fiscal year in which your Date of Termination occurs calculated on the basis of the target bonus percentage of base compensation in the applicable premiumsincentive compensation plan (or plans); provided furtherprovided, however, that if the Employee becomes reemployed Company should determine that the said payment would constitute deferred compensation under the Section 409A Provisions, then said payment shall be made no earlier than the first day of the seventh calendar month after the calendar month in which the Date of Termination occurs;
(iv) provide benefits or compensation under any compensation plan, arrangement or agreement not in existence as of the date hereof but which may be established by the Company prior to your Date of Termination at such time as payments are made thereunder to the same extent as if you had been a full-time employee on the date such payments would otherwise have been made or benefits vested; provided, however, if the Company should determine that the said payment would constitute deferred compensation under the Section 409A Provisions, then said payment shall be made no earlier than the first day of the seventh calendar month after the calendar month in which the Date of Termination occurs;
(v) for one (1) year after your Date of Termination, provide and pay for outplacement services, by a firm reasonably acceptable to you, that has historically been offered to displaced employees generally by the Company under substantially the same terms and fee structure (but limited in an amount not to exceed 15 percent of your annual base compensation for the year in which your Date of Termination occurs or your annual base compensation with the Company immediately before the Change in Control, if greater) as is consistent with an employee in your then current position (or, if higher, your position immediately prior to the Change in Control of the Company);
(vi) for one (1) year after your Date of Termination, provide and pay for financial planning services, by a firm reasonably acceptable to you, that have historically been offered to you under substantially the same terms and fee structure as is consistent with an employee in your then current position (or, if higher, your position immediately prior to the Change in Control of the Company);
(vii) pay to you an amount equal to the value of all unused, earned and accrued vacation as of your Date of Termination pursuant to the company's policies in effect immediately prior to the Change in Control of the Company; provided, however, said payment shall be made no earlier than the first day of the seventh calendar month after the calendar month in which the Date of Termination occurs; and
(viii) provide for the immediate vesting of all stock options and all restricted stock, stock appreciation rights held by you, as of your Date of Termination, under any Company incentive compensation plan or other stock option plan and stock appreciation rights plan and all such stock options and stock appreciation rights shall be exercisable for the remaining terms of the said options and rights.
(c) Unless otherwise provided in this Agreement or in the applicable compensation or stock option plan or program, all payments shall be made to you within thirty (30) days after your Date of Termination. The benefits in this Agreement are in addition to all accrued and vested benefits to which you are entitled under any of the Company's plans and arrangements (to the extent accrued and vested benefits are relevant under the particular plan or arrangement), including but not limited to, the accrued vested benefits to which you are eligible and entitled to receive under any of the Company's qualified and non-qualified benefit or retirement plans, or any successor plans in effect on your Date of Termination hereunder. For these purposes, accrued and vested benefits shall include any extra, special or additional benefits under such qualified and nonqualified benefit or retirement plans that become due because of the Change in Control.
(d) You shall not be required to mitigate the amount of any payment provided for in this Section by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section be reduced by any compensation earned by you as the result of employment by another employer and is eligible to receive a particular type after your Date of benefits (e.g.Termination, health insurance benefits) from such employer on terms at least or otherwise. Except as favorable to the Employee and his or her family as those being provided by the Companyherein, then the Company shall have no longer be required right to provide those particular benefits to the Employee and his or her familyset off against any amount owing hereunder any claim which it may have against you.
Appears in 1 contract
Compensation Upon Termination After a Change in Control. If a Change in Control Date occurs during the Term and the Employee’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the Change in Control Date, then the Employee shall be entitled to the following benefits, subject to Section 4.6:
(a) If your termination is a Qualifying Termination, then as consideration for and subject to your obligation to abide by the provisions contained in Section C, paragraph 4 (a) and (b) of this Agreement following a Qualifying Termination, the Company or the Subsidiary by which you were employed, as applicable, shall pay to you as severance pay (and without regard to the Employee provisions of any benefit or incentive plan), in a lump sum cash payment within five (5) business days following the first day of the seventh calendar month following the month in cash within 30 days after the which your Date of Termination occurs, an amount equal to three (3) times the sum of (i) the Employee’s unpaid base salary through the Date of Termination, (ii) any accrued bonus which the Employee is entitled to receive as of the Date of Termination, (iii) the amount of any compensation previously deferred by the Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “Accrued Obligations”);
(b) for 12 months after the Date of Termination, the Company shall continue to pay to the Employee, pro rata and in accordance with its normal payroll practices, compensation at an annual rate equal to the sum of (i) his or her your highest annual base salary during the three-year period prior to the Date of Termination compensation plus (ii) the Employee’s highest target bonus annual incentive compensation (expressed as a percentage of base compensation for all applicable incentive compensation plans) in respect of the three (3) fiscal years preceding the fiscal year in which your Date of Termination occurs.
(b) If your termination is a Qualifying Termination, the Company shall, in addition to the payments required by the preceding paragraph:
(i) provide for continuation of your and your eligible dependents' participation at regular employee rates, in effect from time to time, in all of the Company's medical, dental and group life plans or programs in which you were participating immediately prior to your Date of Termination for a period ending on the December 31 of the second calendar year following the calendar year in which your Date of Termination occurred and any entitlement to COBRA continuation coverage under the medical and dental plans shall run concurrently with said period; provided, however, that said continuation of coverage in the medical and dental plans during all or part of such period shall be charged at the full cost for such coverage (meaning the active employee contribution and the Company's contribution) if the charging of active employee rates for such coverage during all or part of such period would result in a violation of the Section 409A Provisions. In the event that your continued participation in any such plan or program is for whatever reason impossible, the Company shall at that time, or at the earliest time permitted that will not trigger a tax or penalty under the Section 409A Provisions, arrange upon comparable terms to provide you with benefits substantially equivalent on an after-tax basis to those which you and your eligible dependents are, or become, entitled to receive under such plans and programs;
(ii) provide for payment in cash of any performance unit/share awards in existence on your Date of Termination, calculated at target performance, less any amounts paid to you under the applicable performance unit/share plan upon a Change in Control of the Company pursuant to the provisions of such plan; provided, however, if the Company should determine CEO Change in Control Agreement that the said payment would constitute deferred compensation under the Section 409A Provisions, then said payment shall be made no earlier than the first day of the seventh calendar month after the calendar month in which the Date of Termination occurs, or the earliest time permitted that will not trigger a tax or penalty under the Section 409A Provisions;
(iii) provide for payment in cash of any incentive compensation (a) earned for the fiscal year during which the termination Change in Control of the Company occurred and any prior fiscal years for which you have not yet received payment, and (b) payment of the pro-rata portion (through your Date of Termination) of any incentive compensation for the fiscal year in which your Date of Termination occurs calculated on the basis of the target bonus percentage of base compensation in the applicable incentive compensation plan (or plans); provided, however, if the Company should determine that the said payment would constitute deferred compensation under the Section 409A Provisions, then said payment shall be made no earlier than the first day of the seventh calendar month after the calendar month in which the Date of Termination occurs, or the earliest time permitted that will not trigger a tax or penalty under the Section 409A Provisions;
(iv) provide benefits or compensation under any compensation plan, arrangement or agreement not in existence as of the date hereof but which may be established by the Company prior to your Date of Termination at such time as payments are made thereunder to the same extent as if you had been a full-time employee on the date such payments would otherwise have been made or benefits vested; provided, however, if the Company should determine that the said payment would constitute deferred compensation under the Section 409A Provisions, then said payment shall be made no earlier than the first day of the seventh calendar month after the calendar month in which the Date of Termination occurs, or the earliest time permitted that will not trigger a tax or penalty under the Section 409A Provisions;
(v) for one (1) year after your Date of Termination, provide and pay for outplacement services, by a firm reasonably acceptable to you, consistent with those that have historically been offered to displaced employees generally by the Company under substantially the same terms and fee structure (but limited in an amount not to exceed fifteen (15) percent of your annual base compensation for the year in which your Date of Termination occurs or fifteen (15) percent of your annual base compensation as of immediately before the Change in Control of the Company, if greater) as is consistent with an employee in your then current position (or, if higher, your position immediately prior to the Change in Control of the Company);
(vi) for one (1) year after your Date of Termination, provide and pay for financial planning services, by a firm reasonably acceptable to you, that have historically been offered to you under substantially the same terms and fee structure as is consistent with an employee in your then current position (or, if higher, your position immediately prior to the Change in Control of the Company);
(vii) pay to you an amount equal to the value of all unused, earned and accrued vacation as of your Date of Termination pursuant to the company's policies in effect immediately prior to the Change in Control of the Company; provided, however, said payment shall be made no earlier than the first day of the seventh calendar month after the calendar CEO Change in Control Agreement month in which the Date of Termination occurs, or the earliest time permitted that will not trigger a tax or penalty under the Section 409A Provisions; and
(cviii) provide for 12 months after the immediate vesting of all stock options, restricted stock, restricted stock units and stock appreciation rights held by you, as of your Date of Termination, under any Company incentive compensation plan or other stock option plan and stock appreciation rights plan, and all such stock options and stock appreciation rights shall be exercisable for the remaining terms of the said options and rights. In the event such immediate vesting is not permitted under law or the applicable benefit plan or award agreement, the Company shall continue provide a payment to provide you in cash of an amount equal to the Employee medical and dental benefits on substantially value of the same terms equity-based compensation awards that would otherwise be forfeited as were provided to the Employee a result of your Qualifying Termination, based on the closing price of the Company’s stock on your Date of Termination; provided, however, if the Company should determine that such the said payment would constitute deferred compensation under the Section 409A Provisions, then said payment shall be made no earlier than the first day of the seventh calendar month after the calendar month in which the Date of Termination occurs, or the earliest time permitted that will not trigger a tax or penalty under the Section 409A Provisions.
(c) Unless otherwise provided in this Agreement or in the applicable compensation or stock option plan or program, all payments shall be made to you within thirty (30) days after your Date of Termination. The benefits in this Agreement are in addition to all accrued and vested benefits to which you are entitled under any of the Company's plans and arrangements (to the extent accrued and vested benefits are relevant under the particular plan or arrangement), including but not limited to, the accrued vested benefits you are eligible and entitled to receive under any of the Company's qualified and non-qualified benefit or retirement plans, or any successor plans in effect on your Date of Termination hereunder. For these purposes, accrued and vested benefits shall not extend beyond the period of time during which the Employee would be entitled (include any extra, special or would, but for the terms of additional benefits under such benefits, be entitled) to continuation coverage under a group health plan qualified and nonqualified benefit or retirement plans that become due because of the Company under Change in Control of the Company.
(d) You shall not be required to mitigate the amount of any payment provided for in this Section 4980B (COBRA) if by seeking other employment or otherwise, nor shall the Employee elected such coverage and paid amount of any payment provided for in this Section be reduced by any compensation earned by you as the applicable premiums; provided further, however, that if the Employee becomes reemployed with result of employment by another employer and is eligible to receive a particular type after your Date of benefits (e.g.Termination, health insurance benefits) from such employer on terms at least or otherwise. Except as favorable to the Employee and his or her family as those being provided by the Companyherein, then the Company shall have no longer be required right to provide those particular benefits to the Employee and his or her familyset off against any amount owing hereunder any claim which it may have against you.
Appears in 1 contract
Samples: Change in Control Agreement (Ashland Global Holdings Inc)
Compensation Upon Termination After a Change in Control. If a Change in Control Date occurs during the Term and the Employee’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the Change in Control Date, then the Employee shall be entitled to the following benefits, subject to Section 4.6:
(a) If your termination is a Qualifying Termination, then the Company shall pay to you as severance pay (and without regard to the Employee provisions of any benefit or incentive plan), in a lump sum cash payment on the fifth (5th) day of the seventh calendar month following the month in cash within 30 days after the which occurs your Date of Termination Termination, an amount equal to two (2) times the sum of (i) the Employee’s unpaid base salary through the Date of Termination, (ii) any accrued bonus which the Employee is entitled to receive as of the Date of Termination, (iii) the amount of any compensation previously deferred by the Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “Accrued Obligations”);
(b) for 12 months after the Date of Termination, the Company shall continue to pay to the Employee, pro rata and in accordance with its normal payroll practices, compensation at an annual rate equal to the sum of (i) his or her your highest annual base salary during the three-year period prior to the Date of Termination compensation plus (ii) the Employee’s highest target bonus annual incentive compensation (expressed as a percentage of base compensation for all applicable incentive compensation plans) in respect of the prior three (3) fiscal years preceding the fiscal year during in which the termination your Date of Termination occurs; and.
(cb) for 12 months after the Date of If your termination is a Qualifying Termination, the Company shall continue to provide shall, in addition to the Employee payments required by the preceding paragraph:
(i) provide for continuation of your and your eligible dependents’ participation at regular employee rates, in effect from time to time, in all of the Company’s medical, dental and group life plans or programs in which you were participating immediately prior to your Date of Termination for a period ending on the December 31 of the second calendar year following the calendar year in which your Date of Termination occurred and any entitlement to COBRA continuation coverage under the medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of Terminationplans shall run concurrently with said period; provided, however, that said continuation of coverage in the medical and dental plans during all or part of such period shall be charged at the full cost for such coverage (meaning the active employee contribution and the Company’s contribution) if the charging of active employee rates for such coverage during all or part of such period would result in a violation of the Section 409A Provisions. In the event that your continued participation in any such plan or program is for whatever reason impossible, the Company shall arrange upon comparable terms to provide you with benefits substantially equivalent on an after tax basis to those which you and your eligible dependents are, or become, entitled to receive under such plans and programs; [Name]
(ii) provide for full payment in cash of any performance unit/share awards in existence on your Date of Termination less any amounts paid to you under the applicable performance unit/share plan upon a Change in Control of the Company pursuant to the provisions of such plan; provided, however, if the Company should determine that the said payment would constitute deferred compensation under the Section 409A Provisions, then said payment shall not extend beyond be made no earlier than the period first day of time the seventh calendar month after the calendar month in which the Date of Termination occurs;
(iii) provide for payment in cash of any incentive compensation (a) for the fiscal year during which the Employee would be entitled (or would, but for the terms of such benefits, be entitled) to continuation coverage under a group health plan Change in Control of the Company under Section 4980B occurred and any prior fiscal years for which you have not yet received payment, and (COBRAb) if payment of the Employee elected such coverage and paid pro-rata portion (up through your Date of Termination) of any incentive compensation for the fiscal year in which your Date of Termination occurs calculated on the basis of the target bonus percentage of base compensation in the applicable premiumsincentive compensation plan (or plans); provided furtherprovided, however, that if the Employee becomes reemployed Company should determine that the said payment would constitute deferred compensation under the Section 409A Provisions, then said payment shall be made no earlier than the first day of the seventh calendar month after the calendar month in which the Date of Termination occurs;
(iv) provide benefits or compensation under any compensation plan, arrangement or agreement not in existence as of the date hereof but which may be established by the Company prior to your Date of Termination at such time as payments are made thereunder to the same extent as if you had been a full-time employee on the date such payments would otherwise have been made or benefits vested; provided, however, if the Company should determine that the said payment would constitute deferred compensation under the Section 409A Provisions, then said payment shall be made no earlier than the first day of the seventh calendar month after the calendar month in which the Date of Termination occurs;
(v) for one (1) year after your Date of Termination, provide and pay for outplacement services, by a firm reasonably acceptable to you, that has historically been offered to displaced employees generally by the Company under substantially the same terms and fee structure (but limited in an amount not to exceed 15 percent of your annual base compensation for the year in which your Date of Termination occurs or your annual base compensation with the Company immediately before the Change in Control, if greater) as is consistent with an employee in your then current [Name] position (or, if higher, your position immediately prior to the Change in Control of the Company);
(vi) for one (1) year after your Date of Termination, provide and pay for financial planning services, by a firm reasonably acceptable to you, that have historically been offered to you under substantially the same terms and fee structure as is consistent with an employee in your then current position (or, if higher, your position immediately prior to the Change in Control of the Company);
(vii) pay to you an amount equal to the value of all unused, earned and accrued vacation as of your Date of Termination pursuant to the Company's policies in effect immediately prior to the Change in Control of the Company; provided, however, said payment shall be made no earlier than the first day of the seventh calendar month after the calendar month in which the Date of Termination occurs; and
(viii) provide for the immediate vesting of all stock options and all restricted stock, stock appreciation rights held by you, as of your Date of Termination, under any Company incentive compensation plan or other stock option plan and stock appreciation rights plan and all such stock options and stock appreciation rights shall be exercisable for the remaining terms of the said options and rights.
(c) Unless otherwise provided in this Agreement or in the applicable compensation or stock option plan or program, all payments shall be made to you within thirty (30) days after your Date of Termination. The benefits in this Agreement are in addition to all accrued and vested benefits to which you are entitled under any of the Company’s plans and arrangements (to the extent accrued and vested benefits are relevant under the particular plan or arrangement), including but not limited to, the accrued vested benefits to which you are eligible and entitled to receive under any of the Company's qualified and non-qualified benefit or retirement plans, or any successor plans in effect on your Date of Termination hereunder. For these purposes, accrued and vested benefits shall include any extra, special or additional benefits under such qualified and non-qualified benefit or retirement plans that become due because of the Change in Control.
(d) You shall not be required to mitigate the amount of any payment provided for in this Section by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section be reduced by any compensation earned by you as the result of employment by another employer and is eligible to receive a particular type after your Date of benefits (e.g.Termination, health insurance benefits) from such employer on terms at least or otherwise. Except as favorable to the Employee and his or her family as those being provided by the Companyherein, then the Company shall have no longer be required right to provide those particular benefits to the Employee and his or her family.set off against any amount owing hereunder any claim which it may have against you. [Name]
Appears in 1 contract
Compensation Upon Termination After a Change in Control. If a Change in Control Date occurs during the Term and the Employee’s 's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the Change in Control Date, then the Employee shall be entitled to the following benefits, subject to Section 4.6:
(a) the Company shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination the sum of (i) the Employee’s unpaid 's base salary through the Date of Termination, (ii) any accrued bonus which the Employee is entitled to receive as of the Date of Termination, (iii) the amount of any compensation previously deferred by the Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “"Accrued Obligations”");
(b) for 12 [CEO: 18; Other Officers: 12] months after the Date of Termination, the Company shall continue to pay to the Employee, pro rata and in accordance with its normal payroll practices, compensation at an annual rate equal to the sum of (i) his or her highest annual base salary during the three-year period prior to the Date of Termination plus (ii) the Employee’s 's target bonus for the year during which the termination occurs; and
(c) for 12 [CEO: 18; Other Officers: 12] months after the Date of Termination, the Company shall continue to provide to the Employee medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of Termination; provided, however, that such benefits shall not extend beyond the period of time during which the Employee would be entitled (or would, but for the terms of such benefits, be entitled) to continuation coverage under a group health plan of the Company under Section 4980B (COBRA) if the Employee elected such coverage and paid the applicable premiums; provided further, however, that if the Employee becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Employee and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Employee and his or her family.
Appears in 1 contract
Compensation Upon Termination After a Change in Control. If a Change in Control Date occurs during the Term and the Employee’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the Change in Control Date, then the Employee shall be entitled to the following benefits, subject to Section 4.6:
(a) If your termination is a Qualifying Termination, then the Company shall pay to you as severance pay (and without regard to the Employee provisions of any benefit or incentive plan), in a lump sum in cash within 30 days after payment on the Date of Termination the sum of fifth (i5th) the Employee’s unpaid base salary through the day following your Date of Termination, an amount equal to three (ii3) any accrued bonus which times the Employee is entitled higher of; (1) your salary immediately prior to receive as of the your Date of Termination, or (2) your highest salary during the prior three (3) fiscal years preceding the fiscal year in which your Date of Termination occurs or, if greater, the prior three (3) fiscal years preceding the fiscal year in which the Change in Control of the Company occurs.
(b) If your termination is a Qualifying Termination, the Company shall, in addition to the payments required by the preceding paragraph:
(i) provide for continuation of your and your eligible dependents’ participation at regular employee rates, in effect from time to time, in all of the Company’s medical, dental and group life plans and other programs in which you were participating immediately prior to your Date of Termination for a period of three years from your Date of Termination, after which time you and your eligible dependents will be eligible for coverage under COBRA. In the event that your continued participation in any such plan or program is for whatever reason impossible, the Company shall arrange upon comparable terms to provide you with benefits substantially equivalent on an after tax basis to those which you and your eligible dependents are, or become, entitled to receive under such plans and programs;
(ii) provide for full payment in cash of any performance unit/share awards in existence on your Date of Termination less any amounts paid to you under the applicable performance unit/share plan upon a Change in Control of the Company pursuant to the provisions of such plan; plus any pro rata portion (up through your date of termination) of any amounts you would have received under the Company’s Incentive Compensation Plan and any other similar executive compensation plan in which you were a participant immediately prior to your Date of Termination;
(iii) the provide for payment in cash of an amount of equal to three times your Average Annual Bonus;
(iv) provide those benefits or compensation under any compensation previously deferred plan, arrangement or agreement not in existence as of the date hereof but which may be established by the Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case Company prior to your Date of Termination at such time as payments are made thereunder to the same extent not previously paid as if you had been a full-time employee on the date such payments would otherwise have been made or benefits vested;
(v) for three (3) years after your Date of Termination, provide and pay for outplacement services, by a firm reasonably acceptable to you, that have historically been offered to displaced employees generally by the sum Company under substantially the same terms and fee structure as is consistent with an employee in your then current position (or, if higher, your position immediately prior to the Change in Control of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “Accrued Obligations”Company);
(bvi) for 12 months three (3) years after the your Date of Termination, provide and pay for financial planning services, by a firm reasonably acceptable to you, that have historically been offered to you under substantially the Company shall continue same terms and fee structure as is consistent with an employee in your then current position (or, if higher, your position immediately prior to the Change in Control of the Company);
(vii) pay to the Employee, pro rata and in accordance with its normal payroll practices, compensation at you an annual rate amount equal to the sum value of (i) his or her highest annual base salary during all unused, earned and accrued vacation as of your Date of Termination pursuant to the three-year period Company’s policies in effect immediately prior to the Date Change in Control of Termination plus (ii) the Employee’s target bonus for the year during which the termination occursCompany; and
(cviii) provide for 12 months after the immediate vesting of all stock options held by you, as of your Date of Termination, the under any Company stock option plan and all such options shall continue to provide to the Employee medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of Termination; provided, however, that such benefits shall not extend beyond the period of time during which the Employee would be entitled (or would, but exercisable for the remaining terms of such benefitsthe options.
(ix) payments made pursuant to paragraphs 3.(a) and 3.(b)(iii) hereof shall be deemed includable compensation under the Company’s thrift plan, be entitled) to continuation coverage under a group health cash balance pension plan, non-qualified supplemental pension plan and deferred compensation plan as if you had remained an active employee of the Company under Section 4980B (COBRA) if the Employee elected such coverage and paid the applicable premiums; provided furtherpayments were made for base salary and annual bonus, however, that if the Employee becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Employee and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Employee and his or her familyrespectively.
Appears in 1 contract
Samples: Employment Agreement (Arch Coal Inc)
