Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits: (i) During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all compensation payable to you under the Company's disability plan or program or other similar plan during such period, until this Agreement is terminated pursuant to Section 3(i) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs. (ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement. (iii) If your employment by the Company terminates in a manner entitling you to benefits under this Section pursuant to
Appears in 2 contracts
Samples: Management Retention Agreement (Teco Energy Inc), Management Retention Agreement (Tampa Electric Co)
Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(i) During any period following the earlier of Shareholder Approval, if applicable, or a Change in Control that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect at the commencement of and any such period, together with all compensation payable benefits or awards under any Plans shall continue to you under the Company's disability plan or program or other similar plan accrue during such period, to the extent not inconsistent with such Plans, until this Agreement your employment is terminated pursuant to Section 3(iand in accordance with Sections 4(i) and 4(v) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programsPlans then in effect.
(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reasonas a result of death following the earlier of Shareholder Approval, if applicable, or a Change in Control, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at just prior to the time a Notice of Termination is givengiven plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, plus all other amounts but which have not yet been paid to which you are entitled under any compensation plan of the Company at the time such payments are due, and you. Thereupon the Company shall have no further obligations to you under this Agreement.
(iii) If a Change in Control occurs and either (a) after the earlier of Shareholder Approval, if applicable, or the Change in Control and no later than twenty-four (24) months after the Change in Control, a Date of Termination of your employment with the Company occurred or occurs as a result of a termination by the Company terminates other than for Cause or Disability, or (b) your employment with the Company is terminated by you for Good Reason based on an event occurring concurrent with or subsequent to the earlier of Shareholder Approval, if applicable, or the Change in Control and your Notice of Termination in connection therewith shall have been given no later than twenty-four (24) months after the Change in Control, then, by no later than the fifth day following the later of the Date of Termination or the Change in Control (except as may otherwise be provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a severance benefit as follows:
(A) the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you; provided, however, that with respect to a termination of your employment for Good Reason based on a reduction by the Company in your base salary as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to such reduction plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you;
(B) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to you in a manner entitling single payment an amount in cash equal to three (3) times the sum of (1) the greater of (i) your annual rate of base salary in effect on the Date of Termination or (ii) your annual rate of base salary in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control and (2) your target bonus as most recently established by the Board;
(C) for a thirty-six (36) month period after the Date of Termination, the Company shall arrange to provide you, your spouse and your dependents with life, accident and health insurance benefits substantially similar to those which you were receiving immediately prior to benefits under the earlier of Shareholder Approval, if applicable, or the Change in Control. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this subparagraph (C) to the extent that a similar benefit is actually received by you from a subsequent employer during such thirty-six (36) month period, and any such benefit actually received by you shall be reported to the Company; and
(D) all options to purchase Company common stock then held by you shall become immediately vested and exercisable in full and all performance shares and restricted stock then held by you shall become immediately vested and all forfeiture provisions shall lapse.
(iv) The amount of any payment provided for in this Section pursuant 5 shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. Your entitlements under Section (5)(iii) are in addition to, and not in lieu of, any rights, benefits or entitlements you may have under the terms or provisions of any Plan.
Appears in 2 contracts
Samples: Change in Control Severance Agreement (Schnitzer Steel Industries Inc), Change in Control Severance Agreement (Schnitzer Steel Industries Inc)
Compensation Upon Termination or During Disability. Following During any period following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(i) During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect at the commencement of and any such period, together with all compensation payable benefits or awards under any Plans shall continue to you under the Company's disability plan or program or other similar plan accrue during such period, to the extent not inconsistent with such Plans, until this Agreement your employment is terminated pursuant to Section 3(iand in accordance with paragraphs 5(i) and 5(vi) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs.
(ii) Plans then in effect. If your employment shall be terminated by the Company for Cause or by you other than for Good Reasonas a result of Retirement or Death following a change in control of the Company, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at just prior to the time a Notice of Termination is givengiven plus any benefits or awards (including both the cash and stock components) which pursuant to the terms of any Plans have been earned or become payable, plus all other amounts but which have not yet been paid to which you are entitled under any compensation plan of the Company at the time such payments are due, and you. Thereupon the Company shall have no further obligations to you under this Agreement.
. If, within twenty-four (iii24) If months after a change in control of the Company shall have occurred, as defined in Section 4 above, your employment by the Company terminates shall be terminated (a) by the Company other than for Cause, Disability or Retirement or (b) by you for Good Reason based on an event occurring concurrent with or subsequent to a change in control, then, by no later than the fifth day following the Date of Termination (except as otherwise provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a manner entitling you severance benefit (the “Severance Benefit”) equal to benefits under this Section pursuant tothe lesser of (x) the Specified Benefits (as defined in subsection (A) below), or (y) the Capped Benefit (as defined in subsection (B) below).
Appears in 2 contracts
Samples: Change in Control Agreement (Electro Scientific Industries Inc), Change in Control Agreement (Electro Scientific Industries Inc)
Compensation Upon Termination or During Disability. Following a change (a) If the Employee's employment shall be terminated by reason of his death, the Employer shall pay to such person as he shall designate in control of writing filed with the Company, as defined by Subsection 2(i)Employer, or prior if no such person shall be designated, to his estate as a change lump sum benefit, his full Salary to the date of his death in control of addition to any payments the Company under the circumstances described in the second sentence of Section 3 hereofEmployee's spouse, upon termination of your employment beneficiaries or during a period of disability you shall estate may be entitled to receive pursuant to any pension or employee benefit plan or life insurance policy or similar plan or policy then maintained by the following benefits:Employer, and such payments shall, assuming the Employer is in compliance with the provisions of this Agreement, fully discharge the Employer's obligations with respect to Section 3 of this Agreement, but all other obligations of the Employer under this Agreement, including the obligations to indemnify, defend and hold harmless the Employee, shall remain in effect.
(ib) During any period that you fail the Employee fails to perform your full-time his duties with the Company hereunder as a result of incapacity due to physical or mental illness, you the Employee shall continue to receive your base salary his Salary until the Employee's employment is terminated pursuant to Section 6.2 of this Agreement, or until the Employee terminates his employment pursuant to Section 6.4(c) of this Agreement, whichever first occurs. After termination, the Employee shall be paid, in equal monthly installments, 60% of his Salary, at the rate in effect at the commencement time Notice of Termination is given, for one year, unless and except for any such period, together with all compensation payable amounts actually received by the Employee pursuant to you under the Company's long-term disability plan insurance program. To the extent physically and mentally capable of so doing without potentially impairing or program or other similar plan damaging his health, the Employee shall provide consulting services to the Employer during such period, until this Agreement the period that he is terminated receiving payments pursuant to this Section 3(i9(b).
(c) hereof. Thereafter, or in If the event your Employee's employment shall be terminated for Cause or terminated by reason the Employee without Good Reason prior to or more than twelve months after, a Change of your deathControl, your benefits the Employer shall be determined under pay the Company's retirementEmployee his full Salary through the Date of Termination, insurance and other compensation programs then at the rate in effect at the time Notice of Termination is given, and the Employer shall, assuming the Employer is in accordance compliance with the terms provisions of such programsthis Agreement, have no further obligations with respect to Section 3 of this Agreement, but all other obligations of the Employer under this Agreement, including the obligations to indemnify, defend and hold harmless the Employee, shall remain in effect.
(iid) If your (A) in breach of this Agreement, the Employer shall terminate the Employee's employment other than pursuant to Sections 6.2 or 6.3 hereof (it being understood that a purported termination pursuant to Section 6.2 or 6.3 hereof which is disputed and finally determined not to have been proper shall be terminated a termination by the Company for Cause Employer in breach of this Agreement), including as a result of a Change of Control, or by you other than (B) the Employee shall terminate his employment for Good ReasonReason or at any time within twelve months after a Change of Control, then the Company Employer shall pay you your to the Employee:
(i) his full base salary Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts ;
(ii) for periods subsequent to which you are entitled under the Date of Termination (in lieu of any compensation plan further payments pursuant to Section 3 of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement), Severance Pay (as hereinafter defined), payable on the tenth day following the Date of Termination, as follows: If the Employee's employment is terminated either by the Employee for Good Reason or by the Employer other than pursuant to Sections 6.2 or 6.3 hereof, at any time during the Initial Term or any Renewal Term or within twelve months after a Change of Control (provided that if the Change of Control is pursuant to Section 6.4.2(b) of this Agreement, it is ascertainable on the date of such Termination that such Change of Control has occurred), a lump sum amount equal to (A) Salary (excluding any bonus or perquisites, such as health and life insurance and car allowance, etc). received by Employee received or earned by the Employee from the Employer during the twelve months prior to the Termination Date, multiplied by (B) two and ninety-nine hundredths (2.99)) ("Severance Pay")
(e) In the event any excise tax is due on the Severance Pay, then the Severance Pay shall be increased so that the excise tax on the Severance Pay shall be paid as well as any income tax payable on such excise tax.
(iiif) If your The Employee shall as a condition to receiving any amounts under Section IX(d), provide the Employer with an acceptable form of release agreement, whereby the Employer is released from its obligations hereunder.
(g) The Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer, by agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Failure of the Employer to obtain such Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation from the Employer in the same amount and on the same terms as he would be entitled to under Section 9(d)(ii)(B) if he terminated his employment for Good Reason, except for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Employer" shall mean the Employer and any successor to its business and/or assets which executes the Agreement or which otherwise becomes bound by the Company terminates in a manner entitling you to benefits under terms and conditions of this Section pursuant toAgreement by operation of law.
Appears in 1 contract
Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(i) During any period following a change in control that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect at the commencement of and any such period, together with all compensation payable benefits or awards under any Plans shall continue to you under the Company's disability plan or program or other similar plan accrue during such period, to the extent not inconsistent with such Plans, until this Agreement your employment is terminated pursuant to Section 3(iand in accordance with paragraphs 5(i) and 5(vi) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programsPlans then in effect.
(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reasonas a result of Retirement or Death following a change in control of the Company, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at just prior to the time a Notice of Termination is givengiven plus any benefits or awards (including both the cash and stock components) which pursuant to the terms of any Plans have been earned or become payable, plus all other amounts but which have not yet been paid to which you are entitled under any compensation plan of the Company at the time such payments are due, and you. Thereupon the Company shall have no further obligations to you under this Agreement.
(iii) If If, within twenty-four (24) months after a change in control of the Company shall have occurred, as defined in Section 4 above, your employment by the Company terminates shall be terminated (a) by the Company other than for Cause, Disability or Retirement or (b) by you for Good Reason based on an event occurring concurrent with or subsequent to a change in control, then, by no later than the fifth day following the Date of Termination (except as otherwise provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a severance benefit (the "Severance Benefit") equal to the lesser of (x) the Specified Benefits (as defined in subsection (A) below), or (y) the Capped Benefit (as defined in subsection (B) below).
(A) The "Specified Benefits" are as follows:
(1) the company shall pay your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards (including both cash and stock components) which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you (including amounts which previously had been deferred at your request);
(2) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to you in a manner entitling single payment an amount in cash equal to three times the higher of (a) your annual base salary at the rate in effect just prior to the time a Notice of Termination is given or (b) your annual base salary in effect immediately prior to the change in control of the Company;
(3) for a thirty-six (36) month period after the Date of Termination, the Company shall arrange to provide you and your dependents with life, accident, medical and dental insurance benefits substantially similar to those which you were receiving immediately prior to the change in control of the Company. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this paragraph (3) to the extent that a similar benefit is actually received by you from a subsequent employer during such thirty-six (36) month period, and any such benefit actually received by you shall be reported to the Company; and
(4) the Company shall pay you for any vacation time earned but not taken at the Date of Termination, at an hourly rate equal to your annual base salary as in effect immediately prior to the time a Notice of Termination is given divided by 2080.
(B) The "Capped Benefit" equals the Specified Benefits, reduced by the minimum amount necessary to prevent any portion of the Specified Benefits from being a "parachute payment" as defined in Section 280G (b) (2) of the Internal Revenue Code of 1986, as amended ("IRC"), or any successor provision. The amount of the Capped Benefit shall therefore equal (1) three times the "base amount" as defined in IRC, § 280G (b) (3) (A) reduced by $1 (One Dollar), and further reduced by (2) the present value of all other payments and benefits you are entitled to receive from the Company that are contingent upon a change in control of the Company within the meaning of IRC § 280G (b) (2) (A) (i), including accelerated vesting of options and other awards under the Company's stock option plans, and increased by (3) all Specified Benefits that are not contingent upon a change in control within the meaning of IRC § 280G (b) (2) (A) (i). If you receive the Capped Benefit, you may determine the extent to which each of the Specified Benefits shall be reduced. The parties recognize that there is some uncertainty regarding the computations under IRC § 280G which must be applied to determine the Capped Benefit. Accordingly, the parties agree that, after the Severance Benefit is paid, the amount of the Capped Benefit may be retroactively adjusted to the extent any subsequent Internal Revenue Service regulations, rulings, audits or other pronouncements establish that the original calculation of the Capped Benefit was incorrect. In that case, amounts shall be paid or reimbursed between the parties so that you will have received the Severance Benefit you would have received if the Capped Benefit had originally been calculated correctly.
(iv) Except as specifically provided above, the amount of any payment provided for in this Section pursuant 6 shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. Your entitlements under Section (6)(iii) are in addition to, and not in lieu of, any rights, benefits or entitlements you may have under the terms or provisions of any Plan.
Appears in 1 contract
Samples: Change in Control Agreement (Electro Scientific Industries Inc)
Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(i) During any period following the earlier of Shareholder Approval, if applicable, or a Change in Control that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect at the commencement of and any such period, together with all compensation payable benefits or awards under any Plans shall continue to you under the Company's disability plan or program or other similar plan accrue during such period, to the extent not inconsistent with such Plans, until this Agreement your employment is terminated pursuant to Section 3(iand in accordance with Sections 4(i) and 4(v) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programsPlans then in effect.
(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reasonas a result of death following the earlier of Shareholder Approval, if applicable, or a Change in Control, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at just prior to the time a Notice of Termination is givengiven plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, plus all other amounts but which have not yet been paid to which you are entitled under any compensation plan of the Company at the time such payments are due, and you. Thereupon the Company shall have no further obligations to you under this Agreement.
(iii) If a Change in Control occurs and either (a) after the earlier of Shareholder Approval, if applicable, or the Change in Control and no later than twenty-four (24) months after the Change in Control, a Date of Termination of your employment with the Company occurred or occurs as a result of a termination by the Company terminates other than for Cause or Disability, or (b) your employment with the Company is terminated by you for Good Reason based on an event occurring concurrent with or subsequent to the earlier of Shareholder Approval, if applicable, or the Change in Control and your Notice of Termination in connection therewith shall have been given no later than twenty-four (24) months after the Change in Control, then, by no later than the fifth day following the later of the Date of Termination or the Change in Control (except as may otherwise be provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a severance benefit as follows:
(A) the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you; provided, however, that with respect to a termination of your employment for Good Reason based on a reduction by the Company in your base salary as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to such reduction plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you;
(B) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to you in a manner entitling single payment an amount in cash equal to ( ) times the sum of (1) the greater of (i) your annual rate of base salary in effect on the Date of Termination or (ii) your annual rate of base salary in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control and (2) the greater of (i) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding the Date of Termination or (ii) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to benefits a partial year) paid to you preceding the earlier of Shareholder Approval, if applicable, or the Change in Control; provided, however, that if your age on the Date of Termination (your “Age”) is more than 61, the amount payable to you under this subparagraph (B) shall be reduced by multiplying the amount otherwise determined as set forth above by 90% if your Age is 62, by 60% if your Age is 63, by 30% if your Age is 64, and by 0% if your Age is 65 or more; and
(C) for a ( ) month period after the Date of Termination (specifically including a Date of Termination that occurs after Shareholder Approval and prior to a Change in Control), the Company shall arrange to provide you, your spouse and your dependents with life, accident and health insurance benefits substantially similar to those which you were receiving immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this subparagraph (C) to the extent that a similar benefit is actually received by you from a subsequent employer during such ( ) month period, and any such benefit actually received by you shall be reported to the Company.
(iv) The amount of any payment provided for in this Section pursuant 5 shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. Your entitlements under Section 5(iii) are in addition to, and not in lieu of, any rights, benefits or entitlements you may have under the terms or provisions of any Plan.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Northwest Natural Gas Co)
Compensation Upon Termination or During Disability. Following a change (a) If the Employee's employment shall be terminated by reason of his death, the Employer shall pay to such person as he shall designate in control of writing filed with the Company, as defined by Subsection 2(i)Employer, or prior if no such person shall be designated, to his estate as a change lump sum benefit, his full Salary to the date of his death in control of addition to any payments the Company under the circumstances described in the second sentence of Section 3 hereofEmployee's spouse, upon termination of your employment beneficiaries or during a period of disability you shall estate may be entitled to receive pursuant to any pension or employee benefit plan or life insurance policy or similar plan or policy then maintained by the following benefits:Employer, and such payments shall, assuming the Employer is in compliance with the provisions of this Agreement, fully discharge the Employer's obligations with respect to Section 3 of this Agreement, but all other obligations of the Employer under this Agreement, including the obligations to indemnify, defend and hold harmless the Employee, shall remain in effect.
(ib) During any period that you fail the Employee fails to perform your full-time his duties with the Company hereunder as a result of incapacity due to physical or mental illness, you the Employee shall continue to receive your base salary his Salary until the Employee's employment is terminated pursuant to Section 6.2 of this Agreement, or until the Employee terminates his employment pursuant to Section 6.4(c) of this Agreement, whichever first occurs. After termination, the Employee shall be paid, in equal monthly installments, 60% of his Salary, at the rate in effect at the commencement time Notice of Termination is given, for one year, unless and except for any such period, together with all compensation payable amounts actually received by the Employee pursuant to you under the Company's long-term disability plan insurance program. To the extent physically and mentally capable of so doing without potentially impairing or program or other similar plan damaging his health, the Employee shall provide consulting services to the Employer during such period, until this Agreement the period that he is terminated receiving payments pursuant to this Section 3(i9(b).
(c) hereof. Thereafter, or in If the event your Employee's employment shall be terminated for Cause or terminated by reason the Employee without Good Reason prior to or more than twelve months after, a Change of your deathControl, your benefits the Employer shall be determined under pay the Company's retirementEmployee his full Salary through the Date of Termination, insurance and other compensation programs then at the rate in effect at the time Notice of Termination is given, and the Employer shall, assuming the Employer is in accordance compliance with the terms provisions of such programsthis Agreement, have no further obligations with respect to Section 3 of this Agreement, but all other obligations of the Employer under this Agreement, including the obligations to indemnify, defend and hold harmless the Employee, shall remain in effect.
(iid) If your (A) in breach of this Agreement, the Employer shall terminate the Employee's employment other than pursuant to Sections 6.2 or 6.3 hereof (it being understood that a purported termination pursuant to Section 6.2 or 6.3 hereof which is disputed and finally determined not to have been proper shall be terminated a termination by the Company for Cause Employer in breach of this Agreement), including as a result of a Change of Control, or by you other than (B) the Employee shall terminate his employment for Good ReasonReason or at any time within twelve months after a Change of Control, then the Company Employer shall pay you your to the Employee:
(i) his full base salary Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given;
(ii) for periods subsequent to the Date of Termination (in lieu of any further payments pursuant to Section 3 of this Agreement), plus Severance Pay (as hereinafter defined), payable on the tenth day following the Date of Termination, as follows: If the Employee's employment is terminated either by the Employee for Good Reason or by the Employer other than pursuant to Sections 6.2 or 6.3 hereof, at any time during the Initial Term or any Renewal Term or within twelve months after a Change of Control (provided that if the Change of Control is pursuant to Section 6.4.2(b) of this Agreement, it is ascertainable on the date of such Termination that such Change of Control has occurred), a lump sum amount equal to (A) Salary and bonus received by Employee (including the value of all other amounts perquisites, such as health and life insurance and car allowance, etc.) received or earned by the Employee from the Employer during the twelve months prior to which you are entitled under any compensation plan of the Company at Termination Date, multiplied by (B) three (3) ("Severance Pay") Provided however, in no event shall the time such payments are due, and the Company shall have no further obligations to you amount payable under this AgreementSection 9(d) from the execution hereof until April 22, 2003 be less than $1,000,000.
(iiie) If your employment by In the Company terminates in event any excise tax is due on the Severance Pay, then the Severance Pay shall be increased so that the excise tax on the Severance Pay shall be paid as well as any income tax payable on such excise tax.
(f) The Employee shall as a manner entitling you condition to benefits receiving any amounts under this Section pursuant toIX(d), provide the Employer with an acceptable form of release agreement, whereby the Employer is released from its obligations hereunder.
(g) The Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer, by agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Failure of the Employer to obtain such Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation from the Employer in the same amount and on the same terms as he would be entitled to under Section 9(d)(ii)(B) if he terminated his employment for Good Reason, except for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Employer" shall mean the Employer and any successor to its business and/or assets which executes the Agreement or which otherwise becomes bound by the terms and conditions of this Agreement by operation of law.
Appears in 1 contract
Compensation Upon Termination or During Disability. Following During any period following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(i) During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect at the commencement of and any such period, together with all compensation payable benefits or awards under any Plans shall continue to you under the Company's disability plan or program or other similar plan accrue during such period, to the extent not inconsistent with such Plans, until this Agreement your employment is terminated pursuant to Section 3(iand in accordance with paragraphs 5(i) and 5(vi) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs.
(ii) Plans then in effect. If your employment shall be terminated by the Company for Cause or by you other than for Good Reasonas a result of Retirement or Death following a change in control of the Company, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at just prior to the time a Notice of Termination is givengiven plus any benefits or awards (including both the cash and stock components) which pursuant to the terms of any Plans have been earned or become payable, plus all other amounts but which have not yet been paid to which you are entitled under any compensation plan of the Company at the time such payments are due, and you. Thereupon the Company shall have no further obligations to you under this Agreement.
. If, within twenty-four (iii24) If months after a change in control of the Company shall have occurred, as defined in Section 4 above, your employment by the Company terminates shall be terminated (a) by the Company other than for Cause, Disability or Retirement or (b) by you for Good Reason based on an event occurring concurrent with or subsequent to a change in control, then, by no later than the fifth day following the Date of Termination (except as otherwise provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a manner entitling you severance benefit (the “Severance Benefit”) equal to benefits under this Section pursuant tothe lesser of (x) the Specified Benefits (as defined in subsection (A) below), or (y) the Capped Benefit (as defined in subsection (B) below). 33 Xx. Xxxx Xxxxxx June 11, 2003 Page – 34
Appears in 1 contract
Samples: Change in Control Agreement (Electro Scientific Industries Inc)
Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(i) During any period following the earlier of Shareholder Approval, if applicable, or a Change in Control that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect at the commencement of and any such period, together with all compensation payable benefits or awards under any Plans shall continue to you under the Company's disability plan or program or other similar plan accrue during such period, to the extent not inconsistent with such Plans, until this Agreement your employment is terminated pursuant to Section 3(iand in accordance with Sections 4(i) and 4(v) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programsPlans then in effect.
(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reasonas a result of death following the earlier of Shareholder Approval, if applicable, or a Change in Control, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at just prior to the time a Notice of Termination is givengiven plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, plus all other amounts but which have not yet been paid to which you are entitled under any compensation plan of the Company at the time such payments are due, and you. Thereupon the Company shall have no further obligations to you under this Agreement.
(iii) If a Change in Control occurs and either (a) after the earlier of Shareholder Approval, if applicable, or the Change in Control and no later than twenty-four (24) months after the Change in Control, a Date of Termination of your employment with the Company occurred or occurs as a result of a termination by the Company terminates other than for Cause or Disability, or (b) your employment with the Company is terminated by you for Good Reason based on an event occurring concurrent with or subsequent to the earlier of Shareholder Approval, if applicable, or the Change in Control and your Notice of Termination in connection therewith shall have been given no later than twenty-four (24) months after the Change in Control, then, by no later than the fifth day following the later of the Date of Termination or the Change in Control (except as may otherwise be provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a severance benefit as follows:
(A) the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you; provided, however, that with respect to a termination of your employment for Good Reason based on a reduction by the Company in your base salary as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to such reduction plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you;
(B) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to you in a manner entitling single payment an amount in cash equal to times the sum of (1) the greater of (i) your annual rate of base salary in effect on the Date of Termination or (ii) your annual rate of base salary in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control and (2) the greater of (i) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding the Date of Termination or (ii) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding the earlier of Shareholder Approval, if applicable, or the Change in Control; and
(C) for a ( ) month period after the Date of Termination, the Company shall arrange to provide you, your spouse and your dependents with life, accident and health insurance benefits under substantially similar to those which you were receiving immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this subparagraph (C) to the extent that a similar benefit is actually received by you from a subsequent employer during such ( ) month period, and any such benefit actually received by you shall be reported to the Company.
(iv) The amount of any payment provided for in this Section pursuant 5 shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. Your entitlements under Section (5)(iii) are in addition to, and not in lieu of, any rights, benefits or entitlements you may have under the terms or provisions of any Plan.
Appears in 1 contract
Samples: Executive Change in Control Severance Agreement (Northwest Natural Gas Co)
Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof2, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(i) ). During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all compensation amounts payable to you under any compensation plan of the Company's disability plan or program or other similar plan Company during such period, until this Agreement is terminated pursuant to Section 3(i) hereofabove. Thereafter, or in the event your employment shall be terminated by the Company or by you for Retirement, or by reason of your death, your benefits shall be determined under the Company's ’s retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs.
(ii) ). If your employment shall be terminated by the Company for Cause or by you other than for Good Reason, Disability, death or Retirement, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts and benefits to which you are entitled under any compensation plan of the Company at the time such payments are due, and the Company shall have no further obligations to you under this Agreement.
(iii) ). If your employment by the Company terminates shall be terminated (a) by the Company other than for Cause, Retirement or Disability or (b) by you for Good Reason, then you shall be entitled to the benefits provided below:
(A). The Company shall pay you your full base salary through the Date of Termination at the rate in a manner entitling effect at the time Notice of Termination is given, plus all other amounts and benefits to which you to benefits are entitled under this Section pursuant toany compensation plan of the Company, at the time such payments are due, except as otherwise provided below.
Appears in 1 contract
Samples: Employment Agreement (Standard Metals Processing, Inc.)
Compensation Upon Termination or During Disability. Following In the event Executive suffers or incurs a change Disability as defined in control Section 6(b) or his employment terminates during the Employment Period, the Company shall provide Executive with the payments and benefits set forth below, subject to the provisions of Section 8(f) hereof. Executive acknowledges and agrees that the payments and benefits set forth in this Section 8 constitute liquidated damages for termination of his employment during the Employment Period.”
3. Section 8(a)(i) of the CompanyEmployment Agreement is hereby amended in its entirety, to read as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefitsfollows:
(i) During any period that you fail to perform your full-time duties with the Company shall pay to Executive (A) his Base Salary and accrued vacation pay through the Date of Termination, as a result soon as practicable V8887/41 01/05/2009 4137777.4 following the Date of incapacity due to physical or mental illness, you shall continue to receive your base salary at Termination but in no event later than seventy (70) days after the rate in effect at the commencement Date of any such period, together with all compensation payable to you under the Company's disability plan or program or other similar plan during such period, until this Agreement is terminated pursuant Termination and (B) subject to Section 3(i) hereof. Thereafter8(f), or in over the event your employment shall be terminated by reason three-year period following the Date of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs.
(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good ReasonTermination, the Company shall pay you your full base salary through to Executive an amount per annum equal to his Base Salary on the Date of Termination, which shall be paid ratably in accordance with the Company’s customary payroll practices. Notwithstanding the foregoing, during the second and third years following the Date of Termination at the rate in effect at Company’s obligation to pay continued Base Salary shall be offset by the time Notice economic value of Termination is given, plus all other amounts to which you are entitled under any compensation plan actually received (or deferred) for services rendered by Executive to any other entity;”
4. Section 8(a)(iii) of the Company at the time such payments are dueEmployment Agreement is hereby amended in its entirety, and the Company shall have no further obligations to you under this Agreement.
(iii) If your employment by the Company terminates in a manner entitling you to benefits under this Section pursuant toread as follows:
Appears in 1 contract
Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(i) During any period following the earlier of Shareholder Approval, if applicable, or a Change in Control that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect at the commencement of and any such period, together with all compensation payable benefits or awards under any Plans shall continue to you under the Company's disability plan or program or other similar plan accrue during such period, to the extent not inconsistent with such Plans, until this Agreement your employment is terminated pursuant to Section 3(iand in accordance with Sections 4(i) and 4(v) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programsPlans then in effect.
(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reasonas a result of death following the earlier of Shareholder Approval, if applicable, or a Change in Control, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at just prior to the time a Notice of Termination is givengiven plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, plus all other amounts but which have not yet been paid to which you are entitled under any compensation plan of the Company at the time such payments are due, and you. Thereupon the Company shall have no further obligations to you under this Agreement.
(iii) If a Change in Control occurs and either (a) after the earlier of Shareholder Approval, if applicable, or the Change in Control and no later than twenty-four (24) months after the Change in Control, a Date of Termination of your employment with the Company occurred or occurs as a result of a termination by the Company terminates other than for Cause or Disability, or (b) your employment with the Company is terminated by you for Good Reason based on an event occurring concurrent with or subsequent to the earlier of Shareholder Approval, if applicable, or the Change in Control and your Notice of Termination in connection therewith shall have been given no later than twenty-four (24) months after the Change in Control, then, by no later than the fifth day following the later of the Date of Termination or the Change in Control (except as may otherwise be provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a severance benefit as follows:
(A) the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you; provided, however, that with respect to a termination of your employment for Good Reason based on a reduction by the Company in your base salary as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to such reduction plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you;
(B) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to you in a manner entitling single payment an amount in cash equal to two and a half (2.5) times the sum of (1) the greater of (i) your annual rate of base salary in effect on the Date of Termination or (ii) your annual rate of base salary in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control and (2) the your target annual bonus in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control;
(C) if you hold an equity award which vested upon consummation of the Change of Control on a prorated basis, the Company shall pay you an amount equal to (1) the amount you would have received if such award had fully vested (or vested at target performance) upon the consummation of the Change of Control minus (2) the amount paid to you with respect to such award based on the prorated vesting (without taking into account any tax withholding); and
(D) for a thirty (30) month period after the Date of Termination (specifically including a Date of Termination that occurs after Shareholder Approval and prior to a Change in Control), the Company shall arrange to provide you, your spouse and your dependents with life, accident and health insurance benefits substantially similar to those which you were receiving immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control. Such benefits may take the form, at the Company's discretion, of the Company's payment of COBRA or other premiums for you, your spouse and your dependents continued coverage under the Company’s group health plan and other insurance programs (if you, your spouse and your dependents are eligible for continuation coverage under the Company's group health plan and other insurance programs), payment of the premium for individual medical insurance policies and life and accident policies selected by you for you, your spouse and your dependents, or a combination of the foregoing. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this subparagraph (C) to the extent that a similar benefit is actually received by you from a subsequent employer during such thirty (30) month period, and any such benefit actually received by you shall be reported to the Company.
(iv) The amount of any payment provided for in this Section pursuant 5 shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. Your entitlements under Section 5(iii) are in addition to, and not in lieu of, any rights, benefits or entitlements you may have under the terms or provisions of any Plan.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Northwest Natural Gas Co)
Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(ia) During any period that you fail the Executive fails to perform your full-time his duties with the Company hereunder as a result of incapacity due to physical or mental illnessillness ("Disability Period"), you the Executive shall continue to receive your base salary his Base Salary at the rate then in effect at the commencement of any for such period, together with all compensation payable to you under the Company's disability plan or program or other similar plan during such period, period until this Agreement his employment is terminated pursuant to Section 3(i6(a)(ii) hereof. Thereafter, or in provided that payments so made to the event your employment Executive shall be reduced by the sum of the amounts, if any, payable to the Executive at or prior to the time of any such payment under disability benefit plans of the Company or under the Social Security disability insurance program, and which amounts were not previously applied to reduce any such payment.
(b) If the Executive's employment is terminated by reason of your his death, your benefits the Company shall be determined under the Company's retirementpay, insurance and other compensation programs then in effect in accordance with Section 10(b) hereof, any amounts due to the terms Executive under Section 4 hereof through the date of such programshis death.
(iic) If your the Executive's employment shall be terminated by the Company for Cause or by you other than for Good ReasonCause, pursuant to section 6(a)(iii) the Company shall pay you your full base salary the Executive (i) his Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts ; (ii) any Bonus declared -6- 7 and payable pursuant to which you are entitled under Section 4(b) hereof and (iii) any compensation plan of expense reimbursements due the Company at the time Executive pursuant to Section 4(f) hereof. Following such payments are due, and the Company shall have no further obligations to you the Executive under this Agreement.
(iiid) If your employment by (i) the Company terminates in a manner entitling you shall terminate the Executive's employment pursuant to benefits under this Section 6(b) hereof, (ii) the Executive shall terminate his employment for Good Reason pursuant toto Section 6(c)(ii), then:
Appears in 1 contract
Compensation Upon Termination or During Disability. Following During any period following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(i) During any period that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect at the commencement of and any such period, together with all compensation payable benefits or awards under any Plans shall continue to you under the Company's disability plan or program or other similar plan accrue during such period, to the extent not inconsistent with such Plans, until this Agreement your employment is terminated pursuant to Section 3(iand in accordance with paragraphs 5(i) and 5(vi) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs.
(ii) Plans then in effect. If your employment shall be terminated by the Company for Cause or by you other than for Good Reasonas a result of Retirement or Death following a change in control of the Company, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at just prior to the time a Notice of Termination is givengiven plus any benefits or awards (including both the cash and stock components) which pursuant to the terms of any Plans have been earned or become payable, plus all other amounts but which have not yet been paid to which you are entitled under any compensation plan of the Company at the time such payments are due, and you. Thereupon the Company shall have no further obligations to you under this Agreement.
. If, within twenty-four (iii24) If months after a change in control of the Company shall have occurred, as defined in Section 4 above, your employment by the Company terminates shall be terminated (a) by the Company other than for Cause, Disability or Retirement or (b) by you for Good Reason based on an event occurring concurrent with or subsequent to a change in control, then, by no later than the fifth day following the Date of Termination (except as otherwise provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a manner entitling you severance benefit (the “Severance Benefit”) equal to benefits under this Section pursuant tothe lesser of (x) the Specified Benefits (as defined in subsection (A) below), or (y) the Capped Benefit (as defined in subsection (B) below). 45 Xx. Xxxx Xxxxxx June 11, 2003 Page – 45
Appears in 1 contract
Samples: Change in Control Agreement (Electro Scientific Industries Inc)
Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(i) During any period following the earlier of Shareholder Approval, if applicable, or a Change in Control that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect at the commencement of and any such period, together with all compensation payable benefits or awards under any Plans shall continue to you under the Company's disability plan or program or other similar plan accrue during such period, to the extent not inconsistent with such Plans, until this Agreement your employment is terminated pursuant to Section 3(iand in accordance with Sections 4(i) and 4(v) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programsPlans then in effect.
(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reasonas a result of death following the earlier of Shareholder Approval, if applicable, or a Change in Control, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at just prior to the time a Notice of Termination is givengiven plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, plus all other amounts but which have not yet been paid to which you are entitled under any compensation plan of the Company at the time such payments are due, and you. Thereupon the Company shall have no further obligations to you under this Agreement.
(iii) If a Change in Control occurs and either (a) after the earlier of Shareholder Approval, if applicable, or the Change in Control and no later than twenty-four (24) months after the Change in Control, a Date of Termination of your employment with the Company occurred or occurs as a result of a termination by the Company terminates other than for Cause or Disability, or (b) your employment with the Company is terminated by you for Good Reason based on an event occurring concurrent with or subsequent to the earlier of Shareholder Approval, if applicable, or the Change in Control and your Notice of Termination in connection therewith shall have been given no later than twenty-four (24) months after the Change in Control, then, by no later than the fifth day following the later of the Date of Termination or the Change in Control (except as may otherwise be provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a severance benefit as follows:
(A) the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you; provided, however, that with respect to a termination of your employment for Good Reason based on a reduction by the Company in your base salary as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to such reduction plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you;
(B) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to you in a manner entitling single payment an amount in cash equal to _____ times the sum of (1) the greater of (i) your annual rate of base salary in effect on the Date of Termination or (ii) your annual rate of base salary in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control and (2) the greater of (i) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding the Date of Termination or (ii) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding the earlier of Shareholder Approval, if applicable, or the Change in Control; and
(C) for a twenty-four (24) month period after the Date of Termination (specifically including a Date of Termination that occurs after Shareholder Approval and prior to a Change in Control), the Company shall arrange to provide you, your spouse and your dependents with life, accident and health insurance benefits under substantially similar to those which you were receiving immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this subparagraph (C) to the extent that a similar benefit is actually received by you from a subsequent employer during such twenty-four (24) month period, and any such benefit actually received by you shall be reported to the Company.
(iv) The amount of any payment provided for in this Section pursuant 5 shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. Your entitlements under Section 5(iii) are in addition to, and not in lieu of, any rights, benefits or entitlements you may have under the terms or provisions of any Plan.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Northwest Natural Gas Co)
Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(i) During any period following the earlier of Shareholder Approval, if applicable, or a Change in Control that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect at the commencement of and any such period, together with all compensation payable benefits or awards under any Plans shall continue to you under the Company's disability plan or program or other similar plan accrue during such period, to the extent not inconsistent with such Plans, until this Agreement your employment is terminated pursuant to Section 3(iand in accordance with Sections 4(i) and 4(v) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programsPlans then in effect.
(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reasonas a result of death following the earlier of Shareholder Approval, if applicable, or a Change in Control, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at just prior to the time a Notice of Termination is givengiven plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, plus all other amounts but which have not yet been paid to which you are entitled under any compensation plan of the Company at the time such payments are due, and you. Thereupon the Company shall have no further obligations to you under this Agreement.
(iii) If a Change in Control occurs and either (a) after the earlier of Shareholder Approval, if applicable, or the Change in Control and no later than twenty-four (24) months after the Change in Control, a Date of Termination of your employment with the Company occurred or occurs as a result of a termination by the Company terminates other than for Cause or Disability, or (b) your employment with the Company is terminated by you for Good Reason based on an event occurring concurrent with or subsequent to the earlier of Shareholder Approval, if applicable, or the Change in Control and your Notice of Termination in connection therewith shall have been given no later than twenty-four (24) months after the Change in Control, then, by no later than the fifth day following the later of the Date of Termination or the Change in Control (except as may otherwise be provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a severance benefit as follows:
(A) the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you; provided, however, that with respect to a termination of your employment for Good Reason based on a reduction by the Company in your base salary as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to such reduction plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you;
(B) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to you in a manner entitling single payment an amount in cash equal to _____ times the sum of (1) the greater of (i) your annual rate of base salary in effect on the Date of Termination or (ii) your annual rate of base salary in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control and (2) the greater of (i) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding the Date of Termination or (ii) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding the earlier of Shareholder Approval, if applicable, or the Change in Control; and
(C) for a ____________ (__) month period after the Date of Termination, the Company shall arrange to provide you, your spouse and your dependents with life, accident and health insurance benefits under substantially similar to those which you were receiving immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this subparagraph (C) to the extent that a similar benefit is actually received by you from a subsequent employer during such ____________ ( ) month period, and any such benefit actually received by you shall be reported to the Company.
(iv) The amount of any payment provided for in this Section pursuant 5 shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. Your entitlements under Section 5(iii) are in addition to, and not in lieu of, any rights, benefits or entitlements you may have under the terms or provisions of any Plan.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Northwest Natural Gas Co)
Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(i) During any period following the earlier of Shareholder Approval, if applicable, or a Change in Control that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect at the commencement of and any such period, together with all compensation payable benefits or awards under any Plans shall continue to you under the Company's disability plan or program or other similar plan accrue during such period, to the extent not inconsistent with such Plans, until this Agreement your employment is terminated pursuant to Section 3(iand in accordance with Sections 4(i) and 4(v) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programsPlans then in effect.
(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reasonas a result of death following the earlier of Shareholder Approval, if applicable, or a Change in Control, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at just prior to the time a Notice of Termination is givengiven plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, plus all other amounts but which have not yet been paid to which you are entitled under any compensation plan of the Company at the time such payments are due, and you. Thereupon the Company shall have no further obligations to you under this Agreement.
(iii) If a Change in Control occurs and either (a) after the earlier of Shareholder Approval, if applicable, or the Change in Control and no later than twenty-four (24) months after the Change in Control, a Date of Termination of your employment with the Company occurred or occurs as a result of a termination by the Company terminates other than for Cause or Disability, or (b) your employment with the Company is terminated by you for Good Reason based on an event occurring concurrent with or subsequent to the earlier of Shareholder Approval, if applicable, or the Change in Control and your Notice of Termination in connection therewith shall have been given no later than twenty-four (24) months after the Change in Control, then, by no later than the fifth day following the later of the Date of Termination or the Change in Control (except as may otherwise be provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a severance benefit as follows:
(A) the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you; provided, however, that with respect to a termination of your employment for Good Reason based on a reduction by the Company in your base salary as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to such reduction plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you;
(B) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to you in a manner entitling single payment an amount in cash equal to times the sum of (1) the greater of (i) your annual rate of base salary in effect on the Date of Termination or (ii) your annual rate of base salary in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control and (2) the greater of (i) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding the Date of Termination or (ii) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to benefits a partial year) paid to you preceding the earlier of Shareholder Approval, if applicable, or the Change in Control; provided, however, that if your age on the Date of Termination (your “Age”) is more than 61, the amount payable to you under this subparagraph (B) shall be reduced by multiplying the amount otherwise determined as set forth above by 90% if your Age is 62, by 60% if your Age is 63, by 30% if your Age is 64, and by 0% if your Age is 65 or more; and
(C) for a twenty-four (24) month period after the Date of Termination (specifically including a Date of Termination that occurs after Shareholder Approval and prior to a Change in Control), the Company shall arrange to provide you, your spouse and your dependents with life, accident and health insurance benefits substantially similar to those which you were receiving immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this subparagraph (C) to the extent that a similar benefit is actually received by you from a subsequent employer during such twenty-four (24) month period, and any such benefit actually received by you shall be reported to the Company.
(iv) The amount of any payment provided for in this Section pursuant 5 shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. Your entitlements under Section 5(iii) are in addition to, and not in lieu of, any rights, benefits or entitlements you may have under the terms or provisions of any Plan.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Northwest Natural Gas Co)
Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(i) During any period following a change in control that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect at the commencement of and any such period, together with all compensation payable benefits or awards under any Plans shall continue to you under the Company's disability plan or program or other similar plan accrue during such period, to the extent not inconsistent with such Plans, until this Agreement your employment is terminated pursuant to Section 3(iand in accordance with Sections 4(i) and 4(vi) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programsPlans then in effect.
(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reasonas a result of Retirement or Death following a change in control of the Company, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at just prior to the time a Notice of Termination is givengiven plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, plus all other amounts but which have not yet been paid to which you are entitled under any compensation plan of the Company at the time such payments are due, and you. Thereupon the Company shall have no further obligations to you under this Agreement.
(iii) If If, within twenty-four (24) months after a change in control of the Company shall have occurred, as defined in Section 3 above, your employment by the Company terminates shall be terminated (a) by the Company other than for Cause, Disability or Retirement or (b) by you for Good Reason based on an event occurring concurrent with or subsequent to a change in control, then, by no later than the fifth day following the Date of Termination (except as otherwise provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a severance benefit as follows:
(A) the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you;
(B) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to you in a manner entitling single payment an amount in cash equal to [two (2) or three (3)] times the sum of (1) the greater of (i) your annual rate of base salary in effect on the Date of Termination or (ii) your annual rate of base salary in effect immediately prior to the change in control of the Company and (2) the greater of (i) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding the Date of Termination or (ii) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding such change in control; and
(C) for a thirty-six (36) month period after the Date of Termination, the Company shall arrange to provide you, your spouse and your dependents with life, accident and health insurance benefits under substantially similar to those which you were receiving immediately prior to the change in control of the Company. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this subparagraph (C) to the extent that a similar benefit is actually received by you from a subsequent employer during such thirty-six (36) month period, and any such benefit actually received by you shall be reported to the Company.
(iv) The amount of any payment provided for in this Section pursuant 5 shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. Your entitlements under Section (5)(iii) are in addition to, and not in lieu of, any rights, benefits or entitlements you may have under the terms or provisions of any Plan.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Northwest Natural Gas Co)
Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(i) During any period following the earlier of Shareholder Approval, if applicable, or a Change in Control that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect at the commencement of and any such period, together with all compensation payable benefits or awards under any Plans shall continue to you under the Company's disability plan or program or other similar plan accrue during such period, to the extent not inconsistent with such Plans, until this Agreement your employment is terminated pursuant to Section 3(iand in accordance with Sections 4(i) and 4(v) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programsPlans then in effect.
(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reasonas a result of death following the earlier of Shareholder Approval, if applicable, or a Change in Control, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at just prior to the time a Notice of Termination is givengiven plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, plus all other amounts but which have not yet been paid to which you are entitled under any compensation plan of the Company at the time such payments are due, and you. Thereupon the Company shall have no further obligations to you under this Agreement.
(iii) If a Change in Control occurs and either (a) after the earlier of Shareholder Approval, if applicable, or the Change in Control and no later than twenty-four (24) months after the Change in Control, a Date of Termination of your employment with the Company occurred or occurs as a result of a termination by the Company terminates other than for Cause or Disability, or (b) your employment with the Company is terminated by you for Good Reason based on an event occurring concurrent with or subsequent to the earlier of Shareholder Approval, if applicable, or the Change in Control and your Notice of Termination in connection therewith shall have been given no later than twenty-four (24) months after the Change in Control, then, by no later than the fifth day following the later of the Date of Termination or the Change in Control (except as may otherwise be provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a severance benefit as follows:
(A) the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you; provided, however, that with respect to a termination of your employment for Good Reason based on a reduction by the Company in your base salary as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to such reduction plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you;
(B) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to you in a manner entitling single payment an amount in cash equal to two (2.0) times the sum of (1) the greater of (i) your annual rate of base salary in effect on the Date of Termination or (ii) your annual rate of base salary in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control and (2) the your target annual bonus in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control;
(C) if you hold an equity award which vested upon consummation of the Change of Control on a prorated basis, the Company shall pay you an amount equal to (1) the amount you would have received if such award had fully vested (or vested at target performance) upon the consummation of the Change of Control minus (2) the amount paid to you with respect to such award based on the prorated vesting (without taking into account any tax withholding); and
(D) for a twenty-four (24) month period after the Date of Termination (specifically including a Date of Termination that occurs after Shareholder Approval and prior to a Change in Control), the Company shall arrange to provide you, your spouse and your dependents with life, accident and health insurance benefits substantially similar to those which you were receiving immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control. Such benefits may take the form, at the Company's discretion, of the Company's payment of COBRA or other premiums for you, your spouse and your dependents continued coverage under the Company’s group health plan and other insurance programs (if you, your spouse and your dependents are eligible for continuation coverage under the Company's group health plan and other insurance programs), payment of the premium for individual medical insurance policies and life and accident policies selected by you for you, your spouse and your dependents, or a combination of the foregoing. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this subparagraph (C) to the extent that a similar benefit is actually received by you from a subsequent employer during such thirty (30) month period, and any such benefit actually received by you shall be reported to the Company.
(iv) The amount of any payment provided for in this Section pursuant 5 shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise. Your entitlements under Section 5(iii) are in addition to, and not in lieu of, any rights, benefits or entitlements you may have under the terms or provisions of any Plan.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Northwest Natural Gas Co)
Compensation Upon Termination or During Disability. Following a change (a) If the Executive’s employment shall be terminated by reason of his death, the Employer shall pay to such person as the Executive shall designate in control of writing filed with the Company, as defined by Subsection 2(i)Employer, or prior if no such person shall be designated, to his estate as a change lump sum benefit, his full Salary to the date of his death in control of addition to any payments the Company under the circumstances described in the second sentence of Section 3 hereofExecutive’s spouse, upon termination of your employment beneficiaries or during a period of disability you shall estate may be entitled to receive pursuant to any pension or employee benefit plan or life insurance policy or similar plan or policy then maintained by the following benefits:Employer, and such payments shall, assuming the Employer is in compliance with the provisions of this Agreement, fully discharge the Employer’s obligations with respect to Section II of this Agreement, but all other obligations of the Employer under this Agreement, including the obligations to indemnify, defend and hold harmless the Executive, shall remain in effect.
(ib) During any period that you fail the Executive fails to perform your full-time his duties with the Company hereunder as a result of incapacity due to physical or mental illness, you the Executive shall continue to receive your base salary at his Salary until the rate in effect at the commencement of any such period, together with all compensation payable to you under the Company's disability plan or program or other similar plan during such period, until this Agreement Executive’s employment is terminated pursuant to Section 3(i5.2 of this Agreement.
(c) hereof. Thereafter, or in If the event your Executive’s employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs.
(ii) If your employment shall be for Cause or terminated by the Company for Cause or by you other than for Good ReasonExecutive, the Company Employer shall pay you your the Executive his full base salary Salary (but excluding bonus or other compensation) through the Date of Termination Termination, at the rate in effect at the time Notice of Termination is given, plus all other amounts to which you are entitled under any compensation plan of the Company at the time such payments are due, and the Company shall Employer shall, assuming the Employer is in compliance with the provisions of this Agreement, have no further obligations with respect to you Section II of this Agreement, but all other obligations of the Employer under this Agreement, including the obligations to indemnify, defend and hold harmless the Executive, shall remain in effect.
(iii) If your employment by the Company terminates in a manner entitling you to benefits under this Section pursuant to
Appears in 1 contract
Compensation Upon Termination or During Disability. Following (a) If the Employee's employment shall be terminated by reason of her death, the Employer shall pay to such person as she shall designate in a change in control of notice filed with the Company, as defined by Subsection 2(i)Employer, or prior if no such person shall be designated, to her estate as a change lump sum benefit, her full Salary to the date of her death in control of addition to any payments the Company under the circumstances described in the second sentence of Section 3 hereofEmployee's spouse, upon termination of your employment beneficiaries or during a period of disability you shall estate may be entitled to receive pursuant to any pension or employee benefit plan or life insurance policy or similar plan or policy then maintained by the following benefits:Employer, and such payments shall, assuming the Employer is in compliance with the provisions of this Agreement, fully discharge the Employer's obligations with respect to Section 3 of this Agreement, but all other obligations of the Employer under this Agreement, including the obligations to indemnify, defend and hold harmless the Employee, shall remain in effect.
(ib) During any period that you fail the Employee fails to perform your full-time her duties with the Company hereunder as a result of incapacity due to physical or mental illness, you the Employee shall continue to receive your base salary at her Salary and other compensation until the rate in effect at the commencement of any such period, together with all compensation payable to you under the CompanyEmployee's disability plan or program or other similar plan during such period, until this Agreement employment is terminated pursuant to Section 3(i) hereof. ThereafterSections 6.2 of this Agreement, or in until the event your Employee terminates her employment pursuant to Section 6.4(a) of this Agreement, whichever first occurs.
(c) After termination by Employer without Cause or pursuant to Section 6.2 of this Agreement or termination by Employee pursuant to Section 6.4 of this Agreement, the Employee shall be terminated by reason paid, in one lump sum, 100% of your death, your benefits shall be determined under the Company's retirement, insurance her Salary and other compensation programs then and the benefits set forth in effect in accordance with the terms of such programs.
Sections 4(a) and (ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reasonc), the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all for one year.
(d) If the Employee's employment shall be terminated for Cause, the Employer shall pay the Employee her full Salary and other amounts to which you are entitled under any compensation plan through the Date of Termination, at the Company rate in effect at the time such payments are dueNotice of Termination is given, and the Company shall Employer shall, assuming the Employer is in compliance with the provisions of this Agreement, have no further obligations with respect to you Section 3 of this Agreement, but all other obligations of the Employer under this Agreement, including the obligations to indemnify, defend and hold harmless the Employee, shall remain in effect.
(e) The Employee shall not be required to mitigate the amount of any payment provided for in this Section 9 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 9 be reduced by any compensation earned by the Employee as the result of employment by another employer or business or by profits earned by the Employee from any other source at any time before and after the Date of Termination. The amounts payable to Employee under this Agreement shall not be treated as damages but as severance compensation to which Employee is entitled by reason of her employment in the circumstances contemplated by this Agreement.
(iiif) If your The Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Employer, by agreement, in form and reasonably substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place. Failure of the Employer to obtain such Agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation from the Employer in the same amount and on the same terms as she would be entitled to hereunder if she terminated her employment within six months after a Change in Control, except for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Employer" shall mean the Employer and any successor to its business and/or assets which executes the Agreement or which otherwise becomes bound by the Company terminates in a manner entitling you to benefits under terms and conditions of this Section pursuant toAgreement by operation of law.
Appears in 1 contract
Compensation Upon Termination or During Disability. Following a change in control of the CompanyCorporation, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof2, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(i) ). During any period that you fail to perform your full-time duties with the Company Corporation as a result of incapacity due to physical or mental illness, you shall continue to receive your base salary at the rate in effect at the commencement of any such period, together with all compensation amounts payable to you under any compensation plan of the Company's disability plan or program or other similar plan Corporation during such period, until this Agreement is terminated pursuant to Section 3(i) hereofabove. Thereafter, or in the event your employment shall be terminated by the Corporation or by you for Retirement, or by reason of your death, your benefits shall be determined under the Company's Corporation’s retirement, insurance and other compensation programs then in effect in accordance with the terms of such programs.
(ii) ). If your employment shall be terminated by the Company Corporation for Cause or by you other than for Good Reason, Disability, death or Retirement, the Company Corporation shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts and benefits to which you are entitled under any compensation plan of the Company Corporation at the time such payments are due, and the Company Corporation shall have no further obligations to you under this Agreement.
(iii) ). If your employment by the Company terminates Corporation shall be terminated (a) by the Corporation other than for Cause, Retirement or Disability or (b) by you for Good Reason, then you shall be entitled to the benefits provided below:
(A). The Corporation shall pay you your full base salary through the Date of Termination at the rate in a manner entitling effect at the time Notice of Termination is given, plus all other amounts and benefits to which you to benefits are entitled under this Section pursuant toany compensation plan of the Corporation, at the time such payments are due, except as otherwise provided below.
Appears in 1 contract
Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(i) During any period following the earlier of Shareholder Approval, if applicable, or a Change in Control that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect at the commencement of and any such period, together with all compensation payable benefits or awards under any Plans shall continue to you under the Company's disability plan or program or other similar plan accrue during such period, to the extent not inconsistent with such Plans, until this Agreement your employment is terminated pursuant to Section 3(iand in accordance with Sections 4(i) and 4(v) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programsPlans then in effect.
(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reasonas a result of death following the earlier of Shareholder Approval, if applicable, or a Change in Control, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at just prior to the time a Notice of Termination is givengiven plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, plus all other amounts but which have not yet been paid to which you are entitled under any compensation plan of the Company at the time such payments are due, and you. Thereupon the Company shall have no further obligations to you under this Agreement.
(iii) If a Change in Control occurs and either (a) after the earlier of Shareholder Approval, if applicable, or the Change in Control and no later than twenty-four (24) months after the Change in Control, a Date of Termination of your employment with the Company occurred or occurs as a result of a termination by the Company terminates other than for Cause or Disability, or (b) your employment with the Company is terminated by you for Good Reason based on an event occurring concurrent with or subsequent to the earlier of Shareholder Approval, if applicable, or the Change in Control and your Notice of Termination in connection therewith shall have been given no later than twenty-four (24) months after the Change in Control, then, by no later than the fifth day following the later of the Date of Termination or the Change in Control (except as may otherwise be provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a severance benefit (the “Severance Benefit”) equal to the lesser of (x) the Specified Benefits (as defined in subsection (A) below), or (y) the Capped Benefit (as defined in subsection (B) below). Payment of the Severance Benefit shall be in lieu of any severance pay you may otherwise be entitled to under the Company’s Severance Pay and Outplacement Benefit Plan or other similar severance pay programs as the Company may have in effect from time to time, but is in addition to, and not in lieu of, any rights, benefits or entitlements you may have as a result of the change in control and/or termination of employment under the terms or provisions of any other Plans. Portlnd2-4449639.4 0055570-00029
(A) The “Specified Benefits” are as follows:
(1) the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you; provided, however, that with respect to a termination of your employment for Good Reason based on a reduction by the Company in your base salary as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to such reduction plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you;
(2) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to you in a manner entitling single payment an amount in cash equal to one (1) times the sum of (a) the greater of (i) your annual rate of base salary in effect on the Date of Termination or (ii) your annual rate of base salary in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control and (b) the greater of (i) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding the Date of Termination or (ii) the average of the last three annual bonuses (annualized in the case of any bonus paid with respect to a partial year) paid to you preceding the earlier of Shareholder Approval, if applicable, or the Change in Control; and
(3) for a twelve (12) month period after the Date of Termination, the Company shall arrange to provide you, your spouse and your dependents with life, accident and health insurance benefits substantially similar to those which you were receiving immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control. Notwithstanding the foregoing, the Company shall not provide any benefit otherwise receivable by you pursuant to this subparagraph (3) to the extent that a similar benefit is actually received by you from a subsequent employer during such twelve (12) month period, and any such benefit actually received by you shall be reported to the Company.
(B) The “Capped Benefit” equals the Specified Benefits, reduced by the minimum amount necessary to prevent any portion of the Specified Benefits from being a “parachute payment” as defined in Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision. The amount of the Capped Benefit shall therefore equal (1) three times the “base amount” Portlnd2-4449639.4 0055570-00029 as defined in Section 280G(b)(3)(A) of the Code reduced by $1 (One Dollar), and further reduced by (2) the present value of all other payments and benefits you are entitled to receive from the Company that are contingent upon a change in control of the Company within the meaning of Section 280G(b)(2)(A)(i) of the Code, including accelerated vesting of awards under the Company’s stock compensation plans, and increased by (3) all Specified Benefits that are not contingent upon a change in control within the meaning of Section 280G(b)(2)(A)(i) of the Code. If you receive the Capped Benefit, you may determine the extent to which each of the Specified Benefits shall be reduced. The parties recognize that there is some uncertainty regarding the computations under Section 280G of the Code which must be applied to determine the Capped Benefit. Accordingly, the parties agree that, after the Severance Benefit is paid, the amount of the Capped Benefit may be retroactively adjusted to the extent any subsequent Internal Revenue Service regulations, rulings, audits or other pronouncements establish that the original calculation of the Capped Benefit was incorrect. In that case, amounts shall be paid or reimbursed between the parties so that you will have received the Severance Benefit you would have received if the Capped Benefit had originally been calculated correctly.
(iv) Except as specifically provided above, the amount of any payment provided for in this Section pursuant to5 shall not be reduced, offset or subject to recovery by the Company by reason of any compensation earned by you as the result of employment by another employer after the Date of Termination, or otherwise.
Appears in 1 contract
Samples: Senior Manager Change in Control Severance Agreement (Northwest Natural Gas Co)
Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(ia) During any period that you fail the Executive fails to perform your full-time his duties with the Company hereunder as a result of incapacity due to physical or mental illnessillness ("Disability Period"), you the Executive shall continue to receive your base salary his Base Salary at the rate then in effect at the commencement of any for such period, together with all compensation payable to you under the Company's disability plan or program or other similar plan during such period, period until this Agreement his employment is terminated pursuant to Section 3(i6(a)(ii) hereof. Thereafter, or in provided that payments so made to the event your employment Executive shall be reduced by the sum of the amounts, if any, payable to the Executive at or prior to the time of any such payment under disability benefit plans of the Company or under the Social Security disability insurance program, and which amounts were not previously applied to reduce any such payment.
(b) If the Executive's employment is terminated by reason of your his death, your benefits the Company shall be determined under the Company's retirementpay, insurance and other compensation programs then in effect in accordance with Section 10(b) hereof, any amounts due to the terms Executive under Section 4 hereof through the date of such programshis death.
(iic) If your the Executive's employment shall be terminated by the Company for Cause or by you other than for Good ReasonCause, pursuant to Section 6(a)(iii) the Company shall pay you your full base salary the Executive (i) his Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given, plus all other amounts ; (ii) any Bonus declared and payable pursuant to which you are entitled under Section 4(b) hereof and (iii) any compensation plan of expense reimbursement due the Company at the time Executive pursuant to Section 4(f) hereof. Following such payments are due, and the Company shall have no further obligations to you the Executive under this Agreement.
(iiid) If your employment by (i) the Company terminates in a manner entitling you shall terminate the Executive's employment pursuant to benefits under this Section 6(b) hereof, (ii) the Executive shall terminate his employment for Good Reason pursuant toto Section 6(c)(ii), then:
Appears in 1 contract
Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(i) During any period following the earlier of Shareholder Approval, if applicable, or a Change in Control that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect at the commencement of and any such period, together with all compensation payable benefits or awards under any Plans shall continue to you under the Company's disability plan or program or other similar plan accrue during such period, to the extent not inconsistent with such Plans, until this Agreement your employment is terminated pursuant to Section 3(iand in accordance with Sections 4(i) and 4(v) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programsPlans then in effect.
(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reasonas a result of death following the earlier of Shareholder Approval, if applicable, or a Change in Control, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at just prior to the time a Notice of Termination is givengiven plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, plus all other amounts but which have not yet been paid to which you are entitled under any compensation plan of the Company at the time such payments are due, and you. Thereupon the Company shall have no further obligations to you under this Agreement.
(iii) If a Change in Control occurs and either (a) after the earlier of Shareholder Approval, if applicable, or the Change in Control and no later than twenty-four (24) months after the Change in Control, a Date of Termination of your employment with the Company occurred or occurs as a result of a termination by the Company terminates other than for Cause or Disability, or (b) your employment with the Company is terminated by you for Good Reason based on an event occurring concurrent with or subsequent to the earlier of Shareholder Approval, if applicable, or the Change in Control and your Notice of Termination in connection therewith shall have been given no later than twenty-four (24) months after the Change in Control, then, by no later than the fifth day following the later of the Date of Termination or the Change in Control (except as may otherwise be provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a severance benefit as follows:
(A) the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to the time a Notice of Termination is given plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you; provided, however, that with respect to a termination of your employment for Good Reason based on a reduction by the Company in your base salary as in effect immediately prior to the earlier of Shareholder Approval, if applicable, or the Change in Control, the Company shall pay your full base salary through the Date of Termination at the rate in effect just prior to such reduction plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, but which have not yet been paid to you; and
(B) as severance pay and in lieu of any further salary for periods subsequent to the Date of Termination, the Company shall pay to you in a manner entitling single payment an amount in cash equal to $750,000.
(iv) Notwithstanding any provision to the contrary in any Long Term Incentive Award Agreement (“LTIP Agreement”) between you and the Company evidencing a performance-based award to benefits you under the Company’s Long Term Incentive Plan, you agree that upon the occurrence of a Change in Control any outstanding award under an LTIP Agreement for which the performance period has not expired shall be cancelled, and you shall receive no payout under any such outstanding LTIP Agreement. Solely for purposes of this Section pursuant to5(iv), “Change in Control” shall have the meaning set forth in the applicable LTIP Agreement. Unless and until this Section 5(iv) is expressly amended in writing, it is intended to override any contrary provision of any current or future LTIP Agreement.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Northwest Natural Gas Co)
Compensation Upon Termination or During Disability. Following a change in control of the Company, as defined by Subsection 2(i), or prior to a change in control of the Company under the circumstances described in the second sentence of Section 3 hereof, upon termination of your employment or during a period of disability you shall be entitled to the following benefits:
(i) During any period following the earlier of Shareholder Approval, if applicable, or a Change in Control that you fail to perform your full-time duties with the Company as a result of incapacity due to physical or mental illness, you shall continue to receive your full base salary at the rate then in effect at the commencement of and any such period, together with all compensation payable benefits or awards under any Plans shall continue to you under the Company's disability plan or program or other similar plan accrue during such period, to the extent not inconsistent with such Plans, until this Agreement your employment is terminated pursuant to Section 3(iand in accordance with Sections 4(i) and 4(v) hereof. Thereafter, or in the event your employment shall be terminated by reason of your death, your benefits shall be determined under the Company's retirement, insurance and other compensation programs then in effect in accordance with the terms of such programsPlans then in effect.
(ii) If your employment shall be terminated by the Company for Cause or by you other than for Good Reasonas a result of death following the earlier of Shareholder Approval, if applicable, or a Change in Control, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at just prior to the time a Notice of Termination is givengiven plus any benefits or awards which pursuant to the terms of any Plans have been earned or become payable, plus all other amounts but which have not yet been paid to which you are entitled under any compensation plan of the Company at the time such payments are due, and you. Thereupon the Company shall have no further obligations to you under this Agreement.
(iii) If a Change in Control occurs and either (a) after the earlier of Shareholder Approval, if applicable, or the Change in Control and no later than twenty-four (24) months after the Change in Control, a Date of Termination of your employment with the Company occurred or occurs as a result of a termination by the Company terminates other than for Cause or Disability, or (b) your employment with the Company is terminated by you for Good Reason based on an event occurring concurrent with or subsequent to the earlier of Shareholder Approval, if applicable, or the Change in Control and your Notice of Termination in connection therewith shall have been given no later than twenty-four (24) months after the Change in Control, then, by no later than the fifth day following the later of the Date of Termination or the Change in Control (except as may otherwise be provided), you shall be entitled, without regard to any contrary provisions of any Plan, to a manner entitling severance benefit (the “Severance Benefit”) equal to the lesser of (x) the Specified Benefits (as defined in subsection (A) below), or (y) the Capped Benefit (as defined in subsection (B) below). Payment of the Severance Benefit shall be in lieu of any severance pay you may otherwise be entitled to under any severance pay program the Company may have in effect from time to time, but is in addition to, and not in lieu of, any rights, benefits or entitlements you may have as a result of the change in control and/or termination of employment under this Section pursuant tothe terms or provisions of any other Plans.
Appears in 1 contract
Samples: Change in Control Severance Agreement (Northwest Natural Gas Co)
