Compensation Upon Termination, During Disability. Death or in the Event of a Change in Control. (a) In addition to any benefits to which Executive is entitled under any insurance program or pension or benefit plan then in effect, or any stock plan or restricted stock agreement, in lieu of all other payments of salary or other compensation to which Executive would otherwise be entitled hereunder, Executive shall be entitled to the following (and, if terminated for any reason whatsoever, shall in no event be entitled to receive salary for the balance of the remaining Term): (i) If Executive's employment shall be terminated for Cause, the Corporation shall pay his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation shall have no further obligations to Executive under this Agreement unless it shall be finally determined by a court of competent jurisdiction that such purported termination for Cause was not justified or was inappropriate in the circumstances. (ii) If Executive's employment with the Corporation shall be terminated other than in anticipation of or in connection with a "change in control" (A) by the Corporation without Cause, (B) by Executive for any of the reasons specified in clause (a) of the first paragraph of Section 6 hereof, or (C) at the expiration of this Agreement by virtue of it not being renewed, in lieu of any further salary payments to Executive for periods subsequent to the Date of Termination (including any payments relating to any bonus or incentive compensation), Executive shall be entitled to receive a severance payment in an amount equal to twelve (12) months of the Base Salary then in effect and incentive compensation, if earned, on a pro-rata basis, which severance shall be paid either in accordance with the Corporation's customary payroll practices or in a lump sum, upon expiration of such term, as Executive may elect, subject, in either case, to normal payroll deductions. (iii) If Executive's employment with the Corporation shall be terminated by Executive or by the Corporation upon or within four (4) months following a "change in control" pursuant to clause (b) of the first paragraph of Section 6 hereof, then Executive shall be entitled to the benefits provided below: (A) the Corporation shall pay Executive his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given; (B) In lieu of any further salary payments to Executive for periods subsequent to the Date of Termination (including any payments relating to any bonus or incentive compensation), the Corporation shall pay, as severance pay to Executive, not later than the fifth (5th) day following the Date of Termination, a lump-sum severance payment in an amount equal to ______ months of the Base Salary then in effect. (b) For a twelve (12) month period after such termination, other than for Cause, the Corporation shall arrange to provide Executive and, to the extent practicable, his family with life, disability and health insurance benefits substantially similar to those which Executive is receiving immediately prior to the Notice of Termination.
Appears in 2 contracts
Samples: Merger Agreement (Doubleclick Inc), Merger Agreement (Doubleclick Inc)
Compensation Upon Termination, During Disability. Death or in the Event of a Change in Control.
(a) In addition to any benefits to which Executive is entitled under any insurance program or pension or benefit plan then in effect, or any stock plan or restricted stock agreement, in lieu of all other payments of salary or other compensation to which Executive would otherwise be entitled hereunder, Executive shall be entitled to the following (and, if terminated for any reason whatsoever, shall in no event be entitled to receive salary for the balance of the remaining Term):following:
(i) If Executive's employment shall be terminated for Cause, the Corporation shall pay his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation shall have no further obligations to Executive under this Agreement unless it shall be finally determined by a court of competent jurisdiction that such purported termination for Cause was not justified or was inappropriate in the circumstances.
(ii) If Executive's employment with the Corporation shall be terminated other than in anticipation of or in connection with a "change in control" (A) by the Corporation without Cause, (B) by Executive for any of the reasons specified in clause (a) of the first paragraph of Section 6 hereof, or (C) at the expiration of this Agreement by virtue of it not being renewed, in lieu of any further salary payments to Executive for periods subsequent to the Date of Termination (including any payments relating to any bonus or incentive compensation), Executive shall be entitled to receive a severance payment in an amount equal to twelve (12) months of the Base Salary then in effect and incentive compensation, if earned, payable in respect of a Partial Year pursuant to Section 2(b) hereof relating to the period commencing on a pro-rata basisthe first day of such Fiscal Year and ending on the Date of Termination, which severance shall be paid either in accordance with the Corporation's customary payroll practices or in a lump sum, upon expiration of such term, as Executive may elect, subject, in either case, subject to normal payroll deductions.
(iii) If Executive's employment with the Corporation shall be terminated by Executive or by the Corporation upon or within four (4) months following a "change in control" pursuant to clause (b) of the first paragraph of Section 6 hereof, then Executive shall be entitled to the benefits provided below:
(A) the Corporation shall pay Executive his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given;
(B) In lieu of any further salary payments to Executive for periods subsequent to the Date of Termination (including any payments relating to any bonus or incentive compensation), the Corporation shall pay, pay as severance pay to Executive, not later than the fifth (5th) day following the Date of Termination, a lump-sum severance payment in an amount equal to ______ twelve (12) months of the Base Salary then in effecteffect and incentive compensation, if earned, payable in respect of a Partial Year pursuant to Section 2(b) hereof relating to the period commencing on the first day of such Fiscal Year and ending on the Date of Termination.
(b) For a twelve (12) month period after such termination, other than for Cause, the Corporation shall arrange to provide Executive and, to the extent practicable, and his family with life, disability and health insurance benefits substantially similar to those which Executive is receiving immediately prior to the Notice of Termination.
(c) Anything in this Agreement to the contrary notwithstanding, in the event that any payment and the value of any benefit, including the vesting of options or restricted stock, received or to be received by Executive upon a Change of Control (collectively, a "Payment") would result in all or a portion of such Payment being subject to excise tax under Section 4999 of the Internal Revenue Code, then Executive's Payment shall be either (A) the full Payment or (B) the maximum amount which would result in no portion of the Payment being subject to excise tax under Section 4999 of the Internal Revenue Code, whichever of the foregoing amounts specified in subparagraphs (A) or (B) above, taking into account the applicable Federal, state, and local employment taxes, income taxes, and the excise tax imposed by Section 4999 of the Internal Revenue Code (and also taking into account Executive's particular tax circumstances and filing status), results in the receipt by Executive of the greatest amount notwithstanding that all or some portion of such amount may be taxable under Section 4999 of the Internal Revenue Code; provided, however, that Executive will be entitled to receive the full Payment only if the after tax amount of the full payment described in subparagraph (A) above exceeds the after tax amount resulting from the amount described in subparagraph (B) above by at least $10,000. In the event that the Payment, or any portion of the Payment, is reduced pursuant to this Section 9(c) to the amount described in subparagraph (B) above, the present value of the amount to be received by Executive (for purposes of Section 280G) must be reduced in such a way that the total amount to be received by Executive (without regard to present value principles) is maximized. All computations required to be made under this Section 9 (c) shall be made by a nationally recognized accounting firm which is the Corporation's outside auditor at the time of such determination (the "Accounting Firm"). The Corporation shall cause the Accounting Firm to provide detailed supporting calculations of the amounts described herein to the Corporation and Executive within one business day after an event entitling Executive to a Payment hereunder. The Executive may accept, but shall not be bound to accept, the computations made by the Accounting Firm and shall have the right to challenge any such computations in litigation or otherwise.
Appears in 1 contract
Compensation Upon Termination, During Disability. Death or in the Event of a Change in Control.
(a1) In addition to any benefits to which Executive is entitled under any insurance program or pension or benefit plan then in effect, or any stock plan or restricted stock agreement, in lieu of all other payments of salary or other compensation to which Executive would otherwise be entitled hereunder, Executive shall be entitled to the following (and, if terminated for any reason whatsoever, shall in no event be entitled to receive salary for the balance of the remaining Term):following:
(i) If Executive's employment shall be terminated for Cause, the Corporation shall pay his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Corporation shall have no further obligations to Executive under this Agreement unless it shall be finally determined by a court of competent jurisdiction that such purported termination for Cause was not justified or was inappropriate in the circumstances.
(ii) If Executive's employment with the Corporation shall be terminated other than in anticipation of or in connection with a "change in control" (A) by the Corporation without Cause, (B) by Executive for any of the reasons specified in clause (a) of the first paragraph of Section 6 hereof, or (C) at the expiration of this Agreement by virtue of it not being renewed, in lieu of any further salary payments to Executive for periods subsequent to the Date of Termination (including any payments relating to any bonus or incentive compensation), Executive shall be entitled to receive a severance payment in an amount equal to twelve (12) months of the Base Salary then in effect and incentive compensation, if earned, payable in respect of a Partial Year pursuant to Section 2(b) hereof relating to the period commencing on a pro-rata basisthe first day of such Fiscal Year and ending on the Date of Termination, which severance shall be paid either in accordance with the Corporation's customary payroll practices or in a lump sum, upon expiration of such term, as Executive may elect, subject, in either case, subject to normal payroll deductions.
(iii) If Executive's employment with the Corporation shall be terminated by Executive or by the Corporation upon or within four (4) months following a "change in control" pursuant to clause (b) of the first paragraph of Section 6 hereof, then Executive shall be entitled to the benefits provided below:
(A) the Corporation shall pay Executive his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given;; 6
(B) In lieu of any further salary payments to Executive for periods subsequent to the Date of Termination (including any payments relating to any bonus or incentive compensation), the Corporation shall pay, pay as severance pay to Executive, not later than the fifth (5th) day following the Date of Termination, a lump-sum severance payment in an amount equal to ______ twelve (12) months of the Base Salary then in effecteffect and incentive compensation, if earned, payable in respect of a Partial Year pursuant to Section 2(b) hereof relating to the period commencing on the first day of such Fiscal Year and ending on the Date of Termination.
(b2) For a twelve (12) month period after such termination, other than for Cause, the Corporation shall arrange to provide Executive and, to the extent practicable, and his family with life, disability and health insurance benefits substantially similar to those which Executive is receiving immediately prior to the Notice of Termination.
3) Anything in this Agreement to the contrary notwithstanding, in the event that any payment and the value of any benefit, including the vesting of options or restricted stock, received or to be received by Executive upon a Change of Control (collectively, a "Payment") would result in all or a portion of such Payment being subject to excise tax under Section 4999 of the Internal Revenue Code, then Executive's Payment shall be either (A) the full Payment or (B) the maximum amount which would result in no portion of the Payment being subject to excise tax under Section 4999 of the Internal Revenue Code, whichever of the foregoing amounts specified in subparagraphs (A) or (B) above, taking into account the applicable Federal, state, and local employment taxes, income taxes, and the excise tax imposed by Section 4999 of the Internal Revenue Code (and also taking into account Executive's particular tax circumstances and filing status), results in the receipt by Executive of the greatest amount notwithstanding that all or some portion of such amount may be taxable under Section 4999 of the Internal Revenue Code; provided, however, that Executive will be entitled to receive the full Payment only if the after tax amount of the full payment described in subparagraph (A) above exceeds the after tax amount resulting from the amount described in subparagraph (B) above by at least $10,000. In the event that the Payment, or any portion of the Payment, is reduced pursuant to this Section 9(c) to the amount described in subparagraph (B) above, the present value of the amount to be received by Executive (for purposes of Section 280G) must be reduced in such a way that the total amount to be received by Executive (without regard to present value principles) is maximized. All computations required to be made under this Section 9 (c) shall be made by a nationally recognized accounting firm which is the Corporation's outside auditor at the time of such determination (the "Accounting Firm"
Appears in 1 contract
