Compensation Upon Termination of Employment. 4.1 Upon Termination for Death, Disability, at Expiration of Term, by the Company for Cause or by the Executive. If the Executive's employment is terminated by reason of the Executive's death, Disability, upon expiration of the Term of this Agreement, by the Company for Cause or by the Executive, the Company shall: (a) pay the Executive (or his estate or beneficiaries) any Base Salary which has accrued but not been paid as of the termination date; (b) reimburse the Executive (or his estate or beneficiaries) for expenses incurred by him prior to the date of termination which are subject to reimbursement pursuant to applicable Company policies then in effect; (c) provide to the Executive (or his estate or beneficiaries) any accrued and vested benefits required to be provided by the terms of any Company or Giant-sponsored benefit plans or programs, together with any benefits required to be paid or provided in the event of the Executive's death or Disability under applicable law; (d) pay the Executive (or his estate or beneficiaries) any Regular Bonus with respect to a prior fiscal year which has accrued and been earned but has not been paid; (e) if the Executive's employment is terminated by reason of the Executive's death or Disability, pay the Executive (or his estate or beneficiaries) a prorated portion of the "Stay- on Bonus," computed by (x) multiplying the Stay-on Bonus by a fraction, the numerator of which shall be the number of days from the Closing to the termination date and the denominator of which shall be the number of days in the Term of this Agreement (i.e., 1,096) and (y) subtracting all prior Stay-on Bonus payments from the amount so computed; and (f) if the Executive's employment is terminated upon expiration of the Term of this Agreement, by the Company for Cause or by the Executive, pay the Executive (or his estate or beneficiaries) any portion of the Stay-on Bonus which has accrued and been earned but has not been paid.
Appears in 3 contracts
Samples: Employment Agreement (Giant Industries Inc), Employment Agreement (Giant Industries Inc), Employment Agreement (Giant Industries Inc)
Compensation Upon Termination of Employment. 4.1 Upon Termination for Death(a) During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness ("disability period"), Disabilitythe Employee shall continue to receive his full base salary together with all benefits, at Expiration of Termthen in effect and which have been granted to Employee; provided, however, that any payments made to the Employee during the disability period shall be reduced by the Company for Cause or by sum of the Executive. amount; if any, payable to the Employee under any disability benefit plans of the Company.
(b) If the ExecutiveEmployee's employment is terminated for cause under paragraph 5(d) above, the Company shall pay the Employee his full base salary through the termination date plus all accrued and unpaid benefits (including all expense reimbursements outstanding, if any) and the Company shall have no further obligations whatsoever to the Employee under this Agreement, except as may be expressly provided elsewhere herein.
(c) If the Employee's employment is terminated by reason of the Executive's death, Disability, upon Company prior to the scheduled expiration of the Initial Term or any extension thereof, or if by Forced Resignation, other than for cause, then Employee shall be entitled to receive payments of his base salary and a performance bonus for the balance of the Initial Term under the terms set forth in this Agreement, by the Company for Cause or by the Executiveplus all accrued and unpaid benefits (including all health and welfare benefits to which Employee was a participant in accordance with their terms). Additionally, the Company shall:
all Options shall become fully vested in Employee and Employee shall have a period of three (a3) pay the Executive (or his estate or beneficiaries) any Base Salary which has accrued but not been paid as years of the termination date;
(b) reimburse the Executive (or his estate or beneficiaries) for expenses incurred by him prior to the date of his involuntary termination in which are subject to reimbursement pursuant exercise said Options. Finally, Employee shall be paid a severance payment equal to applicable Company policies three (3) times the Employee's base salary then in effect;
(c) provide to the Executive (or his estate or beneficiaries) any accrued and vested benefits required to be provided by the terms of any Company or Giant-sponsored benefit plans or programs, together with any benefits required to be paid or provided in the event of the Executive's death or Disability under applicable law;
(d) pay the Executive (or his estate or beneficiaries) any Regular Bonus with respect to a prior fiscal year which has accrued and been earned but has not been paid;
(e) if the Executive's employment is terminated by reason of the Executive's death or Disability, pay the Executive (or his estate or beneficiaries) a prorated portion of the "Stay- on Bonus," computed by (x) multiplying the Stay-on Bonus by a fraction, the numerator of which shall be the number of days from the Closing to the termination date and the denominator of which shall be the number of days in the Term of this Agreement (i.e., 1,096) and (y) subtracting all prior Stay-on Bonus payments from the amount so computed; and
(f) if the Executive's employment is terminated upon expiration of the Term of this Agreement, by the Company for Cause or by the Executive, pay the Executive (or his estate or beneficiaries) any portion of the Stay-on Bonus which has accrued and been earned but has not been paid.
Appears in 3 contracts
Samples: Employment Agreement (Daleco Resources Corp), Employment Agreement (Daleco Resources Corp), Employment Agreement (Daleco Resources Corp)
Compensation Upon Termination of Employment. 4.1 Upon Termination for DeathTERMINATION WITH CAUSE PRIOR TO A CHANGE OF CONTROL OR MORE THAN THREE YEARS FOLLOWING A CHANGE OF CONTROL. If, Disabilityprior to a Change of Control, at Expiration or more than three years following a Change of TermControl, by the Company for Cause or by the Executive. If the Executive's employment is terminated by reason of the Executive's death, death or Disability, upon expiration of the Term of this Agreement, by the Company for Cause with cause or by the ExecutiveExecutive with or without Good Reason, the Company shall:
(a) pay the Executive (or his estate or beneficiaries) any Base Salary which has accrued but not been paid as of the termination date;
(b) reimburse the Executive (or his estate or beneficiaries) for expenses incurred by him prior to the date of termination which are subject to reimbursement pursuant to applicable Company policies then in effect;
(c) provide to the Executive (or his estate or beneficiaries) any accrued and vested benefits required to be provided by the terms of any Company or GiantCompany-sponsored benefit plans or programs, together with any benefits required to be paid or provided in the event of the Executive's death or Disability under applicable law;
(d) pay the Executive (or his estate or beneficiaries) any Regular Bonus discretionary bonus with respect to a prior fiscal year which has accrued and been earned but has not been paid;
(e) if the Executive's employment is terminated by reason of the Executive's death or Disabilityin addition, pay the Executive (or his estate or beneficiaries) a prorated portion of shall have the "Stay- on Bonus," computed by (x) multiplying the Stay-on Bonus by a fractionright to exercise all vested, the numerator of which shall be the number of days from the Closing to unexercised stock options outstanding at the termination date in accordance with terms of the plans and the denominator of agreements pursuant to which shall be the number of days in the Term of this Agreement (i.e., 1,096) and (y) subtracting all prior Stay-on Bonus payments from the amount so computedsuch options were issued; and
(f) if in addition, to the extent permitted by the terms of the policies then in effect, the Executive shall have a right of first refusal to cause the transfer of the ownership of all key-man life insurance policies maintained by the Company on the Executive to the Executive at the Executive's employment is terminated upon expiration of the Term of this Agreement, by the Company for Cause or by the Executive, pay the Executive (or his estate or beneficiaries) any portion of the Stay-on Bonus which has accrued sole cost and been earned but has not been paidexpense.
Appears in 3 contracts
Samples: Employment Agreement (Giant Industries Inc), Employment Agreement (Giant Industries Inc), Employment Agreement (Giant Industries Inc)
Compensation Upon Termination of Employment. 4.1 Upon Termination for Death, Disability, at Expiration of Term, by the Company for Cause or by the ExecutiveExecutive Without Good Reason. If the Executive's employment is terminated by reason of the Executive's death, Disability, upon expiration of the Term of this Agreement, by the Company for Cause or by the ExecutiveExecutive without Good Reason, the Company shall:
(a) pay the Executive (or his estate or beneficiaries) any Base Salary which has accrued but not been paid as of the termination datedate (the "Accrued Base Salary");
(b) reimburse the Executive (or his estate or beneficiaries) for allowable expenses incurred by him prior to the date of termination which are subject to reimbursement hereunder pursuant to applicable Company policies then in effect;effect (the "Accrued Reimbursable Expenses"),
(c) provide to the Executive (or his estate or beneficiaries) any accrued and vested benefits required to be provided by the terms of any Company or GiantCompany-sponsored benefit plans or programs, together with any benefits required to be paid or provided in programs (the event of the Executive's death or Disability under applicable law"Accrued Benefits");
(d) pay the Executive (or his estate or beneficiaries) any Regular Bonus with respect discretionary bonus and any individualized bonuses or other payment due to a prior fiscal year the Executive under the terms of this Agreement or any other agreement between the Executive and the Company, which has accrued and been earned but has not been paid;paid (the "Accrued Bonus"); and
(e) if the Executive's employment is terminated by reason of the Executive's death or Disabilityin addition, pay the Executive (or his estate or beneficiaries) a prorated portion of shall have the "Stay- on Bonus," computed by (x) multiplying the Stay-on Bonus by a fractionright to exercise all vested, the numerator of which shall be the number of days from the Closing to unexercised stock options outstanding at the termination date and in accordance with the denominator of which shall be the number of days in the Term of this Agreement (i.e., 1,096) and (y) subtracting all prior Stay-on Bonus payments from the amount so computed; and
(f) if the Executive's employment is terminated upon expiration terms of the Term of this Agreement, by the Company for Cause or by the Executive, pay the Executive (or his estate or beneficiaries) any portion of the Stay-on Bonus plans and agreements pursuant to which has accrued and been earned but has not been paidsuch options were issued.
Appears in 2 contracts
Samples: Employment Agreement (Tracker Corp of America), Employment Agreement (Tracker Corp of America)
Compensation Upon Termination of Employment. 4.1 5.1 Upon Termination for Death, Death or Disability, at Expiration of Term, by the Company for Cause or by the ExecutiveExecutive Without Good Reason. If the Executive's employment is terminated by reason of the Executive's death, death or Disability, upon expiration of the Term of this Agreement, by the Company for Cause or by the ExecutiveExecutive without Good Reason, the Company shall:
(a) pay the Executive executive (or his estate or beneficiaries) any Base Salary which has accrued but which has not been paid as of the termination datedate ("Accrued Base Salary");
(b) reimburse the Executive (or his estate or beneficiaries) for expenses incurred by him prior to the date of termination which are subject to reimbursement pursuant to applicable Company policies then in effecteffect ("Accrued Reimbursable Expenses");
(c) provide to the Executive (or his estate or beneficiaries) any accrued and vested benefits required to be provided by the terms of any Company or GiantCompany-sponsored benefit plans or programsprograms ("Accrued Benefits"), together with any benefits required to be paid or provided in the event of the Executive's death or Disability under applicable law;
(d) pay the Executive (or his estate or beneficiaries) any Regular Bonus discretionary bonus with respect to a prior fiscal year which has accrued and been earned but has not been paidpaid ("Accrued Bonus");
(e) if the Executive's employment is terminated by reason of the Executive's death or Disability, pay allow the Executive (or his estate or beneficiaries) a prorated portion of to exercise all vested, unexercised stock options outstanding at the "Stay- on Bonus," computed by termination date within sixty (x60) multiplying the Stay-on Bonus by a fraction, the numerator of which shall be the number of days from the Closing Date of Termination, in accordance with the terms of the plans and agreements pursuant to the termination date which such options were issued; and the denominator of which shall be the number of days in the Term of this Agreement (i.e., 1,096) and (y) subtracting all prior Stay-on Bonus payments from the amount so computed; and
(f) if at the Executive's employment is terminated upon expiration request of the Term of this Agreement, by the Company for Cause or by the Executive, pay to the extent permitted by the terms of the policies then in effect, transfer to the Executive (or his estate or beneficiaries) any portion of the Stayall key-on Bonus which has accrued and been earned but has not been paid.man life insurance policies maintained
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Compensation Upon Termination of Employment. 4.1 Upon (a) If, prior to the Termination for DeathDate, Disability, at Expiration of Term, the Executive's employment shall be terminated by the Company for Cause or by the Executive. If any reason other than (i) the Executive's employment is terminated by reason of Disability or (ii) for Cause, or if during the term hereof, the Executive terminates Executive's deathemployment for Good Reason, Disability, upon expiration the Company shall pay or cause to be paid to the Executive an amount equal to two times the sum of (x) Executive's annual base salary as in effect on the Term date of termination (without regard to any decrease in Base Salary which could constitute Good Reason under this Agreement, Policy) ("Base Salary") and (y) the greater of (A) the average annual bonus paid to or accrued for the Executive by the Company for Cause in respect of the three calendar years preceding the termination of employment and (B) the annual bonus paid to or by accrued in respect of 1995. Such cash amounts shall be paid as follows: the Executive, the Company shall:
(a) pay the Executive (or his estate or beneficiaries) any amount attributable to Base Salary which has shall be paid in a lump sum within 10 85 2 business days following the termination of Executive's employment; provided, however, that if Executive terminates his or her employment for Good Reason such amount shall be payable over a six-month period in equal installments in accordance with the ordinary payroll practices of the Company, but no less frequently than monthly, and the amount attributable to the annual bonus shall be paid in a lump sum within 10 business days following the termination of Executive's employment. In addition, Executive shall receive (i) the unpaid portion of Executive's Base Salary accrued but not been paid to the date of termination, and any accrued vacation as of the termination date;
date of termination; (bii) reimburse the Executive (or his estate or beneficiaries) for expenses incurred by him unpaid portion of Executive's annual bonus accrued with respect to the last full fiscal year of the Company ended prior to the date of termination, at such time as such bonus would otherwise be payable; (iii) continued medical, dental and life insurance coverage for Executive and Executive's eligible dependents on the same basis as in effect immediately prior to Executive's termination of employment (without regard to any decreases in such benefits which are subject to reimbursement pursuant to applicable Company policies then in effect;
would constitute "Good Reason" under this Policy) until the earlier of (cA) provide 24 months after the Executive's termination of employment or (B) the commencement of coverage with a subsequent employer, but only to the Executive (extent such coverage duplicates or his estate or beneficiaries) any accrued and vested benefits required to be exceeds the coverage provided by the terms of any Company or Giant-sponsored benefit plans or programsCompany; provided, together with any benefits required to be paid or provided in the event of the Executive's death or Disability under applicable law;
(d) pay the Executive (or his estate or beneficiaries) any Regular Bonus however, that with respect to a prior fiscal year which has accrued and been earned but has not been paid;
(e) if the Executive's employment is terminated by reason of the Executive's death or Disability, pay the Executive (or his estate or beneficiaries) a prorated portion of the "Stay- on Bonus," computed by (x) multiplying the Stay-on Bonus by a fractionany such continued coverage, the numerator Consolidated Omnibus Budget and Reconciliation Act of which 1985 coverage period shall be not run during the number period of days from the Closing continued coverage; (iv) unless otherwise expressly elected by Executive prior to the such termination date and the denominator as provided in (vi) below, payment, in a cash lump sum, of which shall be the number all amounts deferred by Executive under any non-qualified plan of days in the Term of this Agreement (i.e., 1,096) and (y) subtracting all prior Stay-on Bonus payments from the amount so computed; and
(f) if the Executive's employment is terminated upon expiration of the Term of this Agreement, deferred compensation maintained by the Company for Cause or by (notwithstanding the Executive, pay payment provisions of any such plan to the Executive contrary); (or his estate or beneficiariesv) any portion full acceleration of the Stay-on Bonus which has accrued vesting and been earned but has not been paid.exercisability
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Compensation Upon Termination of Employment. 4.1 5.1 Upon Termination for Death, Disability, at Expiration of Term, by the Company for Cause Cause, by the Executive Without Good Reason, or at Expiration of Term and Refusal of Employment by the Executive. If the Executive's employment is terminated by reason of the Executive's death, death or Disability, upon expiration by the Company for Cause, by the Executive without Good Reason, or if at the end of the Term of this Agreement, by Agreement the Company for Cause or by decides to extend the ExecutiveTerm, but the Executive decides not to continue in the employ of the Company, the Company shall:
(a) pay the Executive executive (or his estate or beneficiaries), upon the later of ten (10) business days after such termination date or the effective date of standard termination and release documents to be executed by the Executive, any Base Salary which has accrued but which has not been paid as of the termination datedate (the "Accrued Base Salary");
(b) reimburse the Executive (or his estate or beneficiaries), within five (5) days of such termination, for expenses incurred by him prior to the date of termination which are subject to reimbursement pursuant to applicable Company policies then in effecteffect (the "Accrued Reimbursable Expenses");
(c) provide to the Executive (or his estate or beneficiaries) any accrued and vested benefits required to be provided by the terms of any Company or GiantCompany-sponsored benefit plans or programsprograms (the "Accrued Benefits"), together with any benefits required to be paid or provided in the event of the Executive's death or Disability under applicable law;
(d) pay the Executive (or his estate or beneficiaries), upon the later of ten (10) business days after such termination date or the effective date of standard termination and release documents to be executed by the Executive, any Regular Bonus discretionary bonus with respect to a prior fiscal year which has accrued and been earned but has not been paid;
(e) if the Executive's employment is terminated by reason of the Executive's death or Disability, and pay the Executive (or his estate or beneficiaries) a prorated portion as soon as practicable any incentive compensation earned by the Executive as of the "Stay- on Bonus," computed Termination Date which (i) is determined by objective measurements standards under the Company's incentive compensation programs applicable to senior 7 8 executives, and (xii) multiplying would have been paid to Executive had the Stay-on Bonus by a fractionExecutive been continuously employed through the end of such measurement period (collectively, the numerator of which shall be the number of days from the Closing to the termination date and the denominator of which shall be the number of days in the Term of this Agreement (i.e., 1,096) and (y) subtracting all prior Stay-on Bonus payments from the amount so computed"Accrued Bonus"); and
(fe) if the Executive's employment is terminated upon expiration of the Term of this Agreement, by the Company for Cause or by the Executive, pay allow the Executive (or his estate or beneficiaries) any portion to exercise all vested, unexercised stock options outstanding at the termination date in accordance with the terms of the Stay-on Bonus plans and agreements pursuant to which has accrued such options were issued.
5.2 Upon Termination at Expiration of Term and been earned but has the Company's Failure to Extend. If the Executive's employment is terminated upon the expiration of the Term of this Agreement and the Company does not been paidextend the Term of this Agreement, the Company shall:
(a) pay the Executive, upon the later of ten (10) business days after such termination date or the effective date of standard termination and release documents to be executed by the Executive, the Accrued Base Salary;
(b) pay the Executive, within five (5) days of such termination, the Accrued Reimbursable Expenses;
(c) pay the Executive the Accrued Benefits;
(d) pay the Executive, upon the later of ten (10) business days after such termination date or the effective date of standard termination and release documents to be executed by the Executive (or as soon as practicable thereafter), the Accrued Bonus;
(e) allow the Executive the right to exercise all vested, unexercised stock options in accordance with Section 5.1(e); and
(f) pay the Executive, upon the later of ten (10) business days after such termination date or the effective date of standard termination and release documents to be executed by the Executive, a cash lump sum payment in an amount equal to his Base Salary (as in effect at the time of such termination) for a period equal to twelve (12) months.
Appears in 1 contract
Compensation Upon Termination of Employment. 4.1 Upon Termination for DeathIf, Disabilityduring the Period of Employment, at Expiration of Term, by the Company for Cause or by the Executive. If the shall terminate Executive's employment is terminated by for any reason of the (other than for a reason and as expressly provided in Section 6 hereof), or if Executive shall terminate Executive's death, Disability, upon expiration of the Term of this Agreement, by employment for "Good Reason" (as hereinafter defined in Section 6(b)) then the Company for Cause shall be obligated to compensate Executive as follows and no payments or by benefits received pursuant to this Section 5 shall be reduced or terminated as a result of Executive reaching the Executive, the Company shallMandatory Retirement Date:
(a) pay In lieu of any salary payments that the Executive (or his estate or beneficiaries) any Base Salary which has accrued but not been paid as would have received if he had continued in the employment of the termination date;Company during the Payment Period, the Company shall pay to Executive in a lump sum, by not later than the fifth business day following the Date of Termination (as hereinafter defined in Section 8), an amount equal to one-twelfth of Executive's annualized base salary in effect immediately prior to the Date of Termination, multiplied by the number of months in the Payment Period.
(b) reimburse By not later than the fifth day following the Date of Termination, the Company shall pay Executive (or his estate or beneficiaries) for expenses incurred by him prior in a lump sum an amount equal to the date product of termination which are subject to reimbursement pursuant to applicable Company policies then in effect;
(c) provide to the Executive (or his estate or beneficiaries) any accrued and vested benefits required to be provided by the terms of any Company or Giant-sponsored benefit plans or programs, together with any benefits required to be paid or provided in the event of the Executive's death or Disability under applicable law;
(d) pay the Executive (or his estate or beneficiaries) any Regular Bonus with respect to a prior fiscal year which has accrued and been earned but has not been paid;
(e) if the Executive's employment is terminated by reason of the Executive's death or Disability, pay the Executive (or his estate or beneficiaries) a prorated portion of the "Stay- on Bonus," computed by (x) multiplying the Stay-on Bonus by a fraction, the numerator of which shall be the number of days from the Closing to the termination date and the denominator of which shall be the number of days months in the Term of this Agreement (i.e., 1,096) Payment Period and (y) subtracting all prior Staythe sum of
(i) under the Company's Management Incentive Program (the "MIP"), and in lieu of any further grants under the MIP that the Executive would have received if he had continued in the employment of the Company during the Payment Period, the greatest of one-on Bonus payments from twelfth of : (A) the amount so computedmost recently paid to Executive for a full calendar year; and(B) Executive's "target incentive amount" for the calendar year in which his Date of Termination occurs; or (C) Executive's "target incentive amount" in effect prior to the Change in Control for the calendar year in which the Change in Control occurs; plus, if applicable,
(fii) under the Company's Long-Term Incentive Plan (the "LTIP"), and in lieu of any further grants under the LTIP that the Executive would have received if he had continued in the Executive's employment is terminated upon expiration of the Term Company during the Payment Period, the greatest of this Agreement(A) with respect to the most recently completed Plan Cycle commencing with the 1998-2000 Plan Cycle (if completed), by one-twelfth of the Company for Cause or by "calculated market value" of the Executive, pay the Performance Shares actually awarded to Executive (or his estate or beneficiariesincluding the value of any Performance Shares Executive may have elected to defer under the Performance Share Deferred Compensation Plan); (B) any portion of with respect to the Staymost recently commenced Plan Cycle under the Long-on Bonus which has accrued and been earned but has not been paid.Term Incentive Plan (if Executive is a participant in such Plan Cycle) prior
Appears in 1 contract
Compensation Upon Termination of Employment. 4.1 Upon Termination for Death(a) If, Disabilityprior to the ------------------------------------------- Expiration Date, at Expiration of Term, Executive's employment shall be terminated by the Company or the Parent for Cause any reason other than (i) Executive's Disability or by (ii) for Cause, or if during the term hereof, Executive terminates his employment for Good Reason, the Company shall pay or cause to be paid to Executive a cash amount equal to the greater of (x) the aggregate unpaid Base Salary for all periods from the date of termination to the Expiration Date or (y) one and one-half (1.5) times the Executive's Base Salary as in effect on the date of termination (without regard to any decrease in Base Salary which could constitute Good Reason under this Agreement). If In addition, Executive shall be entitled to (i) the unpaid portion of his Base Salary accrued to the date of termination, and any accrued vacation as of the date of termination; (ii) continued medical, dental and life insurance coverage for Executive and Executive's eligible dependents on the same basis as in effect immediately prior to Executive's termination of employment (without regard to any decreases in such benefits which would constitute "Good Reason" under this Agreement) until the earlier of (A) the Expiration Date, and (B) the commencement of coverage with a subsequent employer; and (iii) full acceleration of vesting and exercisability of any equity-based awards (including, but not limited to, stock options, restricted stock and incentive stock units) granted to Executive prior to Executive's termination of employment. Any cash payments required hereunder shall be made within 10 business days following the termination of Executive's employment.
(b) In the event of the termination of Executive's employment prior to the Expiration Date due to Executive's death or Disability, or if Executive's employment is terminated by reason of the Executive's death, Disability, upon expiration of the Term of this Agreement, by the Company or by Parent for Cause or by the Executiveif Executive resigns from his employment without Good Reason, the Company shall:
(a) shall pay the to Executive (or his estate or Executive's beneficiaries, if applicable) a lump sum cash amount equal to any unpaid Base Salary which has provided for in Section 3.1 accrued but not been paid through the date of such termination and any accrued vacation as of the termination date;
(b) reimburse the Executive (or his estate or beneficiaries) for expenses incurred by him prior to the date of termination, in each case within 10 business days following the termination which are subject to reimbursement pursuant to applicable Company policies then in effect;of Executive's employment.
(c) provide to the Executive (or his estate or beneficiaries) any accrued and vested benefits required to be provided by the terms of any Company or Giant-sponsored benefit plans or programs, together with any benefits required to be paid or provided in In the event of the Executive's death any termination of employment hereunder, Executive shall also receive, when due, any other compensation or Disability benefit payable to him under applicable law;
(d) pay the Executive (any plan, program or his estate or beneficiaries) any Regular Bonus with respect to a prior fiscal year which has accrued and been earned but has not been paid;
(e) if the Executive's employment is terminated by reason of the Executive's death or Disability, pay the Executive (or his estate or beneficiaries) a prorated portion of the "Stay- on Bonus," computed by (x) multiplying the Stay-on Bonus by a fraction, the numerator of which shall be the number of days from the Closing to the termination date and the denominator of which shall be the number of days in the Term of this Agreement (i.e., 1,096) and (y) subtracting all prior Stay-on Bonus payments from the amount so computed; and
(f) if the Executive's employment is terminated upon expiration of the Term of this Agreement, arrangement maintained by the Company for Cause or by the ExecutiveParent, pay the Executive (other than a severance plan or his estate or beneficiaries) any portion of the Stay-on Bonus which has accrued and been earned but has not been paidarrangement.
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Compensation Upon Termination of Employment. 4.1 Upon Termination for Death, Disability, at Expiration of Term, by the Company for Cause or by the ExecutiveExecutive Without Good Reason. If the Executive's employment is terminated by reason of the Executive's death, Disability, upon expiration of the Term of this Agreement, by the Company for Cause or by the ExecutiveExecutive without Good Reason, the Company shall:
(a) pay the Executive (or his estate or beneficiaries) any Base Salary which has accrued but not been paid as of the termination datedate (the "Accrued Base Salary");
(b) reimburse the Executive (or his estate or beneficiaries) for allowable expenses incurred by him prior to the date of termination which are subject to reimbursement hereunder pursuant to applicable Company policies then in effecteffect (the "Accrued Reimbursable Expenses");
(c) provide to the Executive (or his estate or beneficiaries) any accrued and vested benefits required to be provided by the terms of any Company or GiantCompany-sponsored benefit plans or programs, together with any benefits required to be paid or provided in programs (the event of the Executive's death or Disability under applicable law"Accrued Benefits");
(d) pay the Executive (or his estate or beneficiaries) any Regular Bonus with respect discretionary bonus and any individualized bonuses or other payment due to a prior fiscal year the Executive under the terms of this Agreement or any other agreement between the Executive and the Company, which has accrued and been earned but has not been paid;paid (the "Accrued Bonus"); and
(e) if the Executive's employment is terminated by reason of the Executive's death or Disabilityin addition, pay the Executive (or his estate or beneficiaries) shall have the right to exercise all vested, unexercised stock options outstanding a prorated portion of the "Stay- on Bonus," computed by (x) multiplying the Stay-on Bonus by a fraction, the numerator of which shall be the number of days from the Closing to the termination date and in accordance with the denominator of which shall be the number of days in the Term of this Agreement (i.e., 1,096) and (y) subtracting all prior Stay-on Bonus payments from the amount so computed; and
(f) if the Executive's employment is terminated upon expiration terms of the Term of this Agreement, by the Company for Cause or by the Executive, pay the Executive (or his estate or beneficiaries) any portion of the Stay-on Bonus plans and agreements pursuant to which has accrued and been earned but has not been paidsuch options were issued.
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Compensation Upon Termination of Employment. 4.1 Upon Termination for DeathA. If your services are terminated pursuant to Xxxxxxxxx 0X, Disability0X, at Expiration xx 0X, you or your estate, as applicable, shall be entitled to salary through your final date of Term, by the Company for Cause or by the Executive. If the Executive's active employment is terminated by reason of the Executive's death, Disability, upon expiration of the Term of this Agreement, by the Company for Cause or by the Executive, the Company shall:
(a) pay the Executive (or his estate or beneficiaries) plus any Base Salary which has accrued but not been paid as of the termination date;
(b) reimburse the Executive (or his estate or beneficiaries) for unused vacation pay, and any unreimbursed business expenses incurred by him prior and substantiated in accordance with Paragraph 4. You also shall be entitled to any benefits mandated under the date Consolidated Omnibus Budget Reconciliation Act of termination which are subject to reimbursement pursuant to applicable Company policies then in effect;
1985 (cCOBRA) provide to the Executive (or his estate or beneficiaries) any accrued and vested benefits required to be provided by under the terms of any death, insurance, or retirement plan, program, or agreement provided by the Company, and to which you are a party or in which you are a participant, including, but not limited to, any short-term or long-term disability plan or program, if applicable, provided that COBRA benefits shall be at your expense.
B. Except as otherwise provided in this Paragraph 6B, if your services are terminated pursuant to Paragraph 5D or 5E, you shall be entitled to your salary through your final date of active employment, plus any accrued but unused vacation pay and any reimbursed business expenses incurred and substantiated in accordance with Paragraph 4. You also shall be entitled to a severance payment of six (6) months of Base Salary continuation, payable during the life of the severance period in accordance with the Company’s standard payroll practice, plus all earned but unpaid bonuses, and to a pro-rata portion of any ICBP bonus for the year of termination if the bonus is earned in accordance with the terms of the ICBP and the Company shall pay your COBRA payments for the six (6) month period following your termination of employment; provided
(i) you sign an agreement reasonably acceptable to the Company that (a) waives any rights that you may otherwise have against the Company and its affiliates (other than rights to accrued salary, indemnification rights provided for in Paragraph 3D(ii) or Giant-sponsored benefit plans or programsin Section 317 of the California Corporations Code (“Indemnification Rights”), together with accrued vacation and reimbursement of expenses), (b) releases the Company and its affiliates from actions, suits, claims, proceedings and demands related to the period of employment and/or the termination of employment (other than rights to accrued salary, Indemnification Rights, accrued vacation and reimbursement of expenses), and (c) contains certain other reasonable obligations which shall be set forth at the time of the termination, and (ii) the Company shall be permitted to offset from the severance pay hereunder any Base Salary paid to you during the thirty (30) day written notice period, if the Company, in its discretion, directs you to perform no substantial services during such thirty (30) day written notice period. For purposes of this paragraph, the term “affiliates” shall mean the Parent and each of its subsidiaries, as well as their directors, officers, representatives, agents and any shareholder owning more than 5% of Parent’s voting securities. Additionally, you shall be entitled to any benefits required under the terms of any death, insurance, or retirement plan, program, or agreement provided by the Company, and to which you are a party or in which you are a participant and you shall be entitled to rights with respect to any equity compensation awards under the Equity Incentive Plan in which you are then a participant in accordance with the terms of such Plan. You shall also be entitled to any mandated COBRA benefits at your expense following the six (6) month period during which the Company will pay your COBRA benefits. Except for the payments set forth in the first sentence of this Paragraph 6B, payment of the amounts under this Paragraph 6B as well as the amounts payable by the Company set forth in Paragraph 6C is subject to and contingent upon your not engaging in comparable employment (whether as an employee, director or consultant) in the infant and juvenile products industry during the severance period.
C. If your services are terminated by the Company without Cause or by you for Good Reason following the consummation of a Change in Control (as defined in Exhibit A to this Agreement) but within six (6) months following the Change in Control, you shall be entitled to the payments set forth in Paragraph 6B hereof but subject to all the terms thereof (including the provision of a release and the 30-day notice pay offset), provided that (i) the severance payment of Base Salary continuation shall be increased from a payment of six (6) months of Base Salary continuation to a payment of twelve (12) months of Base Salary continuation payable in accordance with the Company’s standard payroll practice and (ii) the Company shall pay your COBRA payments for twelve (12) months rather than six (6) months following termination of employment. For purposes of this Paragraph 6C, “Base Salary” shall mean your Base Salary immediately prior to the Change in Control.
D. Payments of salary continuation and Company paid COBRA payments under Paragraph 6B or 6C shall cease upon your obtaining subsequent employment. You agree to immediately notify the Company upon your obtaining subsequent employment.
E. Payments and benefits under this Paragraph 6 shall be paid or provided only at the time of a termination of your employment that constitutes a “separation from service” within the meaning of Section 409A of the Code and the regulations and guidance promulgated thereunder. If you are a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of your separation from service (within the meaning of Treas. Reg. Section 1.409A-1(h)), then any payment or benefit pursuant to this Agreement on account of your separation from service, to the extent such payment constitutes non-qualified deferred compensation subject to Section 409A and required to be delayed pursuant to Section 409A(2)(b)(i) of the Code (after taking into account any exclusions applicable to such payment under Section 409A), shall not be made until the first business day after (i) the expiration of six (6) months from the date of your separation from service, or (ii) if earlier, the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Paragraph 6E will be paid or reimbursed to you in a lump sum and any remaining payments and benefits due under this Agreement will be paid or provided in accordance with the event of the Executive's death or Disability under applicable law;
(d) pay the Executive (or his estate or beneficiaries) any Regular Bonus with respect to a prior fiscal year which has accrued and been earned but has not been paid;
(e) if the Executive's employment is terminated by reason of the Executive's death or Disability, pay the Executive (or his estate or beneficiaries) a prorated portion of the "Stay- on Bonus," computed by (x) multiplying the Stay-on Bonus by a fraction, the numerator of which shall be the number of days from the Closing to the termination date and the denominator of which shall be the number of days in the Term of this Agreement (i.e., 1,096) and (y) subtracting all prior Stay-on Bonus payments from the amount so computed; and
(f) if the Executive's employment is terminated upon expiration of the Term of this Agreement, by the Company normal payment dates specified for Cause or by the Executive, pay the Executive (or his estate or beneficiaries) any portion of the Stay-on Bonus which has accrued and been earned but has not been paidthem herein.
Appears in 1 contract
Compensation Upon Termination of Employment. 4.1 5.1 Upon Termination for Death, Disability, at Expiration of Term, Death by the Company for Cause or by the ExecutiveExecutive Without Good Reason. If the Executive's employment is terminated by reason of the Executive's death, death or Disability, upon expiration of the Term of this Agreement, by the Company for Cause or by the ExecutiveExecutive without Good Reason, the Company shall:
(a) pay the Executive executive (or his estate or beneficiaries) any Base Salary which has accrued but which has not been paid as of the termination datedate (the "Accrued Base Salary");
(b) reimburse the Executive (or his estate or beneficiaries) for expenses incurred by him prior to the date of termination which are subject to reimbursement pursuant to applicable Company policies then in effecteffect (the "Accrued Reimbursable Expenses");
(c) provide to the Executive (or his estate or beneficiaries) any accrued and vested benefits required to be provided by the terms of any Company or GiantCompany-sponsored benefit plans or programsprograms (the "Accrued Benefits"), together with any benefits required to be paid or provided in the event of the Executive's death or Disability under applicable law;; 5
(d) pay the Executive (or his estate or beneficiaries) any Regular Bonus discretionary bonus with respect to a prior fiscal year which has accrued and been earned but has not been paid;paid (the "Accrued Bonus"); and
(e) if the Executive's employment is terminated by reason of the Executive's death or Disability, pay allow the Executive (or his estate or beneficiaries) a prorated portion of the "Stay- on Bonus," computed by (x) multiplying the Stay-on Bonus by a fractionto exercise all vested, the numerator of which shall be the number of days from the Closing to unexercised stock options outstanding at the termination date and in accordance with the denominator of which shall be the number of days in the Term of this Agreement (i.e., 1,096) and (y) subtracting all prior Stay-on Bonus payments from the amount so computed; and
(f) if the Executive's employment is terminated upon expiration terms of the Term of this Agreement, by the Company for Cause or by the Executive, pay the Executive (or his estate or beneficiaries) any portion of the Stay-on Bonus plans and agreements pursuant to which has accrued and been earned but has not been paidsuch options were issued.
Appears in 1 contract
Compensation Upon Termination of Employment. 4.1 Upon Termination for DeathIf, Disabilityduring the Period of Employment, at Expiration of Term, by the Company for Cause or by the Executive. If the shall terminate Executive's employment is terminated by for any reason of the (other than for a reason and as expressly provided in Section 6 hereof), or if Executive shall terminate Executive's death, Disability, upon expiration of the Term of this Agreement, by employment for "Good Reason" (as hereinafter defined in Section 6(b)) then the Company for Cause shall be obligated to compensate Executive as follows and no payments or by benefits received pursuant to this Section 5 shall be reduced or terminated as a result of Executive reaching the Executive, the Company shallMandatory Retirement Date:
(a) pay In lieu of any salary payments that the Executive (or his estate or beneficiaries) any Base Salary which has accrued but not been paid as would have received if he had continued in the employment of the termination date;Company during the Payment Period, the Company shall pay to Executive in a lump sum, by not later than the fifth business day following the Date of Termination (as hereinafter defined in Section 8), an amount equal to one-twelfth of Executive's annualized base salary in effect immediately prior to the Date of Termination, multiplied by the number of months in the Payment Period.
(b) reimburse By not later than the fifth day following the Date of Termination, the Company shall pay Executive in a lump sum an amount equal to the product of (x) the number of months in the Payment Period and (y) the sum of
(i) under the Company's Management Incentive Program (the "MIP"), and in lieu of any further grants under the MIP that the Executive would have received if he had continued in the employment of the Company during the Payment Period, the greatest of one-twelfth of : (A) the amount most recently paid to Executive for a full calendar year; (B) Executive's "target incentive amount" for the calendar year in which his Date of Termination occurs; or his estate (C) Executive's "target incentive amount" in effect prior to the Change in Control for the calendar year in which the Change in Control occurs; plus, if applicable,
(ii) under the Company's Long-Term Incentive Plan (the "LTIP"), and in lieu of any further grants under the LTIP that the Executive would have received if he had continued in the employment of the Company during the Payment Period, the greatest of (A) with respect to the most recently completed Plan Cycle commencing with the 1998-2000 Plan Cycle (if completed), one-twelfth of the "calculated market value" of the Performance Shares actually awarded to Executive (including the value of any Performance Shares Executive may have elected to defer under the Performance Share Deferred Compensation Plan); (B) with respect to the most recently commenced Plan Cycle under the Long-Term Incentive Plan (if Executive is a participant in such Plan Cycle) prior to your Date of Termination, one-twelfth of the "calculated market value" of the phantom Performance Shares, if any, awarded to Executive; or beneficiaries(C) for expenses incurred by him with respect to the most recently commenced Plan Cycle prior to the date of termination which are subject the occurrence of the Change in Control, one-twelfth of the "calculated market value" of the phantom Performance shares, if any, awarded to reimbursement Executive. Any payment received pursuant to this Section 5 (b)(ii) shall be in addition to and not in lieu of any payments required to be made to Executive as the result of the happening of an event that would constitute a change in control pursuant to the provisions of the LTIP Executive's "target incentive amount" under the Management Incentive Program is determined by multiplying Executive's salary range midpoint by the incentive target percentage, which is applicable Company policies to Executive's incentive category under such Program. For purposes of this Section 5, the "calculated market value" of Performance Shares, shares deferred under the Performance Share Deferred Compensation Plan, phantom Performance Shares under the LTIP or stock options under the Stock Option Plan shall be the mean of the high and low prices of the Company's common stock on the relevant date as reported on the New York Stock Exchange Composites Transactions listing (or similar report), or, if no sale was made on such date, then on the next preceding day on which a sale was made multiplied by the number of shares involved in effect;the calculation. The relevant date for clauses 5(b)(ii)(B) and 5(b)(ii)(C) is the date upon which the Compensation Committee ("Committee") of the Board of Directors awarded the shares of stock in question; for clause 5(b)(ii)(A) is the date on which the Committee made a determination of attainment of financial objectives and awarded Performance Shares (including any Performance Shares Executive may have elected to defer under the Performance Share Deferred Compensation Plan). Any payment received pursuant to Section 5 (b)(i) shall be in addition to and not in lieu of any payments required to be made to Executive as the result of the happening of an event that would constitute a change in control pursuant to the provisions of the MIP.
(c) provide If Executive is under age 55, or over the age of 55 but not eligible to retire, at the Date of Termination the Company shall maintain in full force and effect, for Executive's continued benefit, for the Payment Period, all health and welfare benefit plans and programs or arrangements in which Executive was entitled to participate immediately prior to the Date of Termination (or such other comparable plans, programs or arrangements that provide, in the aggregate, benefits which have an economic value at least as favorable to the Executive (as those plans, programs and arrangements in which Executive participated prior to the Date of Termination, as long as Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that Executive's participation in any such plan or his estate program is barred [or beneficiaries) any accrued modified], the Company shall provide Executive with benefits substantially similar to those to which Executive would have been entitled to receive under such plans and vested programs, had Executive continued to participate in them as an Executive of the Company plus an amount in cash equal to the amount necessary to cause the amount of the aggregate after-tax compensation and employee benefits required Executive receive pursuant to this provision to be provided by equal to the aggregate after-tax value of the benefits which Executive would have received if Executive continued to receive such benefits as an employee. If Executive is age 55 or over and eligible to retire on the Date of Termination, the Company shall provide Executive with those health and welfare benefits to which Executive would be entitled under the Company's general retirement policies if Executive retired on the Termination Date with the Company paying that percentage of the premium cost of the plans which it would have paid under the terms of any Company or Giant-sponsored benefit the plans or programsin effect immediately prior to the Change of Control with respect to individuals who retire at age 65, together with any benefits required to be paid or provided in the event regardless of the Executive's death or Disability under applicable lawactual age on the Termination Date, provided such benefits would be at least equal to those which would have been payable if Executive had been eligible to retire and had retired immediately prior to the Change in Control;
(d) pay The Company shall for the Payment Period continue, and Executive shall be entitled to receive fringe benefit programs, perquisites, and similar arrangements (which, by way of illustration and not limitation, shall include: company car, health, dining and country club memberships, financial planning services, telecommunications services, home security systems and the like) which in the aggregate have an economic value at least as favorable to the Executive (as those the Executive was entitled to receive or his estate or beneficiaries) any Regular Bonus with respect participate in immediately prior to a prior fiscal year which has accrued and been earned but has not been paid;the Date of Termination; and
(e) In lieu of further grants of stock options that would have been received by the Executive if he had remained employed by the Executive's employment is terminated by reason Company during the Payment Period, the Company shall pay to the Executive a sum equal to one twelfth of the Executive's death or Disability, pay number of stock options in the last annual grant of stock options made by the Company to the Executive (or his estate or beneficiaries) a prorated portion of the "Stay- on Bonus," computed stock option grant"), multiplied by (x) multiplying the Stay-on Bonus by a fraction, the numerator of which shall be the number of days from the Closing to the termination date and the denominator of which shall be the number of days months in the Term of this Agreement (i.e.Payment Period, 1,096) and (y) subtracting all prior Stay-on Bonus payments from multiplied by the amount so computed; and
(f) if the Executive's employment is terminated upon expiration calculated market value of the Term Common Stock of this Agreementthe Company on the date of the stock option grant, multiplied by a factor used by the Company in valuing fully vested options with a 10 year life in the Company's most recent Annual Report on Form 10-K for Cause options held by senior executives pursuant to the Black-Scholes method of valuing stock options, or, if such valuation was not made in the Form 10-K, then under the Black-Scholes method assuming options would be outstanding for 10 years. The Company shall, in addition to the benefits to which Executive is entitled under the retirement plans or programs in which Executive participates, pay Executive in a lump sum in cash at Executive's normal retirement date (or earlier retirement date should Executive so elect), as such date is defined in the retirement plans or programs in which Executive participates, an amount equal to the actuarial equivalent of the retirement pension to which Executive would have been entitled under the terms of such retirement plans or programs had Executive accumulated additional years of continuous service under such plans equal in length to Executive's Payment Period. The length of the Payment Period will be added to total years of continuous service for determining vesting, the amount of benefit accrual, to the age which Executive will be considered to be for the purposes of determining eligibility for normal or early retirement calculations and the age used for determining the amount of any actuarial reduction. For the purposes of calculating benefit accrual, the amount of compensation Executive will be deemed to have received during each month of Executive's Payment Period shall be equal to the sum of Executive's annual base salary prorated on a monthly basis as provided for under subsection 4(a) immediately prior to the Date of Termination (including salary increases), plus under the Company's Management Incentive Program the greatest of one-twelfth of (which amount shall reduced by the actuarial equivalent of any amounts to which Executive is actually entitled pursuant to the provisions of said retirement plans and programs):
(i) the amount most recently paid to Executive for a full calendar year,
(ii) Executive's "target incentive amount" for the calendar year in which Executive's Date of Termination occurs, pay or
(iii) Executive's "target incentive amount" in effect prior to the Executive (or his estate or beneficiaries) any portion Change in Control for the calendar year in which the Change in Control occurs Attached as Exhibit 1 is an illustration, not intending to be exhaustive, of examples of how inclusion of the Stay-on Bonus which has accrued and been earned but has not been paidPayment Period may affect the calculation of Executive's retirement benefit.
Appears in 1 contract
Compensation Upon Termination of Employment. 4.1 Upon Termination for Death(a) During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness ("disability period"), Disabilitythe Employee shall continue to receive his full salary together with all benefits then in effect and which have been granted to Employee; provided, at Expiration of Termhowever, that any payments made to the Employee during the disability period shall be reduced by the Company for Cause or by sum of the Executive. amount, if any, payable to the Employee under any disability benefit plans of the Company.
(b) If the ExecutiveEmployee's employment is terminated for cause under paragraph 5(d) above, the Company shall pay the Employee his full salary through the termination date plus all expense reimbursements outstanding, if any, and the Company shall have no further obligations whatsoever to the Employee under this Agreement, except as may be expressly provided elsewhere herein.
(c) If the Employee's employment is terminated by reason of the Executive's death, Disability, upon Company prior to the scheduled expiration of the Initial Term or any Subsequent Terms, or if by Forced Resignation, other than for cause, then Employee shall be entitled to receive payments of his salary and a performance bonus (if any has been awarded) for the balance of the Initial Term under the terms set forth in this Agreement, by plus all accrued and unpaid benefits (including all health and welfare benefits in which Employee was a participant in accordance with their terms). Additionally, all Options shall become fully vested in Employee. Finally, Employee shall be paid a severance payment equal to two (2) times the Company for Cause or by the Executive, the Company shall:
(a) pay the Executive (or his estate or beneficiaries) any Base Salary which has accrued but not been paid as of the termination date;
(b) reimburse the Executive (or his estate or beneficiaries) for expenses incurred by him prior to the date of termination which are subject to reimbursement pursuant to applicable Company policies Employee's salary then in effect;
(c) provide to the Executive (or his estate or beneficiaries) any accrued and vested benefits required to be provided by the terms of any Company or Giant-sponsored benefit plans or programs, together with any benefits required to be paid or provided in the event of the Executive's death or Disability under applicable law;.
(d) pay The termination of Employee's employment either by Employee or by the Executive (Company, whether with or his estate or beneficiaries) any Regular Bonus with respect to a prior fiscal year which has accrued without Cause, shall not release Employee from Employee's obligations and been earned but has not been paid;restrictions under Paragraph 7 of this Agreement.
(e) if the Executive's employment is terminated by reason Regardless of the Executivereason for the termination of Employee's death employment, whether by Employee or Disabilitythe Company, pay the Executive whether with or without Cause, whether or not due to Employee's death, Employee (or his estate or beneficiariesestate) a prorated portion of the "Stay- on Bonus," computed will receive pay for any days actually worked by (x) multiplying the Stay-on Bonus by a fraction, the numerator of which shall be the number of days from the Closing Employee prior to the termination date and the denominator of which shall be the number of days in the Term of this Agreement (i.e., 1,096) and (y) subtracting all prior Stay-on Bonus payments from the amount so computed; andhis employment.
(f) if the Executive's employment is terminated upon expiration Regardless of the Term reason for the termination of this AgreementEmployee's employment, whether by Employee or the Company for Cause Company, whether with or by the Executivewithout Cause, pay the Executive whether or not due to Employee's death, Employee (or his estate or beneficiariesestate) shall not be eligible for any portion Company-paid benefits subsequent to the termination of his employment. In particular, and by way of example only, Employee's eligibility to continue to participate in Company's group health plan pursuant to COBRA shall be at his sole expense effective on the first day of the Stay-on Bonus month following the month to which has accrued his employment terminates, subject to COBRA's eligibility requirements and been earned but has not been paidother terms, conditions, restrictions and exclusions as applicable.
Appears in 1 contract
Compensation Upon Termination of Employment. 4.1 A. Upon Termination termination of this Agreement in accordance with Section 9 above, Employee shall be entitled to receive such Base Salary and other benefits as may be provided in this Agreement and as are accrued and unpaid as of Employee’s last day of employment. Such benefits shall include (except in the event of a termination pursuant to Section 9 D), Employee’s bonus equal to the bonus paid the Employee for Death, Disability, at Expiration the year immediately preceding the year during which termination occurs prorated based upon the number of Term, by the Company for Cause or by the Executive. If the Executive's employment is terminated by reason days Employee was employed during such year.
B. Notwithstanding any of the Executive's deathforegoing, Disability, upon expiration in the event there is a change of control of the Term Employer, Employee will be entitled to additional benefits. Change of control shall be defined as follows:
i. An event that occurs subsequent to the date of this Agreement, and ii. Whereby an Investor and/or Investor Group acquires or accumulates, through equity dividends, grants, stock options, purchases, inheritances or otherwise, inclusive of options to acquire stock in the future and that said options are deemed irrevocable or enforceable, fifty percent (50%) or more of the value or voting power of the Employer’s then issued and outstanding capital stock of Community Trust Financial Corp and/or any of its Substantial Subsidiaries; or
iii. Community Trust Financial Corp completes a merger or consolidation with another corporation, other than a merger or consolidation which would result in the voting securities of Community Trust Financial Corp outstanding immediately prior thereto continuing to represent (either by the Company for Cause remaining securities outstanding or by the Executive, the Company shall:
(a) pay the Executive (or his estate or beneficiaries) any Base Salary which has accrued but not been paid as being converted into voting securities of the termination date;surviving entity) more than fifty-one percent (51%) of the combined voting power of the voting securities of the Community Trust Financial Corp, as applicable, or such surviving entity outstanding immediately after such merger.
(b) reimburse C. In the Executive (or his estate or beneficiaries) for expenses incurred by him prior event that Employer undergoes a change of control, as outlined hereinabove, in addition to all other compensation accrued through the date of termination which are subject of this Agreement, the Employer is required to reimbursement pursuant notify the Employee in writing within ten (10) business days following the change in control and the Employee shall be entitled as full and final consideration of Employer’s obligation hereunder:
i. To receive a payment within 30 days following the change of control in an amount equal to applicable Company policies twenty-four (24) months Employee’s then in effectcurrent Base Salary;
ii. To receive a payment within 30 days following the change of control in an amount equal to two times the average of the Bonus paid to Employee during the three (c3) provide calendar years immediately preceding the termination of this Agreement;
iii. To exercise any or all of Employee’s outstanding and unexercised stock options (whether vested or not) to purchase shares of Employer, which as of the Executive date of this Agreement shall equal Fifteen Thousand (or his estate or beneficiaries15,000) such options at the price and upon such other terms and conditions as are set forth in Section 11.
D. If the Employee and Employer agree, the employment relationship between the Employer and Employee may continue beyond the change in control date to a mutually agreed upon future date. Should such a mutual arrangement occur, the resulting terms and conditions of the future employment relationship shall be committed to writing and added as an addendum to this Agreement. With the exception of the specific provisions of this Agreement that are superseded by said addendum, all provisions of this Agreement will remain in force until the conclusion of the employment relationship between the Employer and Employee. Should this Agreement be extended beyond the change in control date, all payments of cash and vesting of stock will occur within ten business days following the change in control date within the provisions of Section 10(E). Post employment insurance provisions will automatically be deferred to become effective upon the final date of termination of employment.
E. Employer shall, upon termination of this Agreement, transfer to Employee any accrued and vested benefits required to be provided by all life insurance policies which Employer may have acquired, insuring the terms life of any Company or Giant-sponsored benefit plans or programsEmployee, together with any benefits required and all cash values, if any. Change of ownership shall include the right of Employee to change the beneficiary to whichever beneficiary Employee designates. Notwithstanding the specific provisions as stated herein, all amounts to be paid to Employee pursuant to this Section 10 shall be paid, transferred or provided in the event of the Executive's death or Disability under applicable law;
(d) pay the Executive (or his estate or beneficiaries) any Regular Bonus with respect to a prior fiscal year which has accrued and been earned but has not been paid;
(e) if the Executive's employment is terminated by reason of the Executive's death or Disability, pay the Executive (or his estate or beneficiaries) a prorated portion of the "Stay- on Bonus," computed by (x) multiplying the Stay-on Bonus by a fraction, the numerator of which shall be the number of days from the Closing to the termination date and the denominator of which shall be the number of days in the Term of this Agreement (i.e., 1,096) and (y) subtracting all prior Stay-on Bonus payments from the amount so computed; and
(f) if the Executive's employment is terminated upon expiration of the Term of this Agreement, Employee by the Company for Cause or by Employer no later than sixty (60) days following the Executive, pay the Executive (or his estate or beneficiaries) any portion Employee’s termination of the Stay-on Bonus which has accrued and been earned but has not been paidemployment.
Appears in 1 contract
