Common use of Consequences of Termination without Cause or for Good Reason Clause in Contracts

Consequences of Termination without Cause or for Good Reason. In the event of a termination of the Executive’s employment during the Employment Period (x) by the Company, which termination is not a termination for Cause (as defined above) or (y) by the Executive for Good Reason (as defined above), and provided that such termination is not by reason of death, or Disability (as defined in Section 6(e) hereof), then: (i) the Executive shall be entitled to the Accrued Obligations; (ii) the Executive shall be entitled to continued payment of Base Salary for a period of thirty (30) months following the Date of Termination, in accordance with the normal payroll schedule of the Company; (iii) the Executive shall be entitled to payment of the target Annual Bonus for the year in which the Date of Termination occurs, such payment to be made at the time other officers of the Company receive bonus payments in respect of such year, but in no event later than the date that is 2 ½ months following the last day of the calendar year in which the Date of Termination occurs; (iv) the Executive shall be entitled to any unpaid Annual Bonus earned based on achievement of the performance goals and objectives with respect to the immediately preceding calendar year, such payment to be made at the time other officers of the Company receive bonus payments in respect of such year, but in no event later than the March 15th of the calendar year in which the Date of Termination occurs; (v) a lump sum payment upon employment termination in an amount that, after applicable income and employment taxes calculated at the applicable maximum rate, is equal to the monthly premium that the Company paid towards the Executive’s health coverage as in effect immediately prior to his employment termination for a period of twelve (12) months following Executive’s termination of employment (the “COBRA Subsidy”), whether or not he elects COBRA coverage; and (vi) 100% vesting acceleration of all then outstanding time-based equity awards issued by a member of the Bowhead Group and waiver of any requirements of continued employment under the IPO Grant any other performance-based equity awards issued by a member of the Bowhead Group under the 2024 Omnibus Incentive Plan or otherwise after the Effective Date. Notwithstanding the foregoing, in the event that such termination occurs following a Change in Control, the amounts described in clauses (ii) through (v) above shall be paid in a single lump sum.

Appears in 2 contracts

Samples: Employment Agreement (Bowhead Specialty Holdings Inc.), Employment Agreement (Bowhead Specialty Holdings Inc.)

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Consequences of Termination without Cause or for Good Reason. In the event of a termination of the Executive’s 's employment during the Employment Period (x) by the Company, which termination is not a termination for Cause "cause" (as defined above) or (y) by the Executive for Good Reason "good reason" (as defined above), and provided that such termination is not by reason of death, Retirement (as defined in Section 7(d) hereof) or Disability (as defined in Section 6(e7(d) hereof), then: then (i) the Executive shall be entitled to the Accrued Obligations; (ii) the Executive shall be entitled to continued payment of Base Salary base salary for a period of thirty (30) 12 months following the Date date of Terminationtermination, in accordance with the normal payroll schedule of the Company; (iiiii) the Executive shall be entitled to payment of the his target Annual Bonus annual bonus for the year in which the Date date of Termination termination occurs, such payment to be made at the time other officers of the Company receive bonus payments in respect of such year, but in no event later than the date that is 2 ½ months following the last day of the calendar year in which the Date of Termination occurs; (iviii) the Executive shall be entitled to any unpaid Annual Bonus earned based on achievement of a Medical Coverage Subsidy (as defined under Section 7(l) below), (iv) all LTIP interests held by the performance goals Executive shall fully and objectives immediately vest, with respect payouts to the immediately preceding calendar year, such payment Executive in respect of his interests in outstanding Profit Pools thereunder to be made at the time times, in the amounts and in the manner provided in the LTIP for payments to other officers LTIP Participants whose employment with the Company is continuing, (v) all shares of restricted stock previously awarded to the Executive shall fully and immediately vest, and (vi) following the determination of Fair Market Value in accordance with the provisions of the Restricted Stock Plan and the Restricted Share Agreement, the Executive shall sell to the Company, and the Company shall purchase from the Executive, all shares of restricted stock which have vested as of the date of termination (including shares of restricted stock which have vested by reason of such termination), and any other shares of common stock of the Company receive bonus payments in respect which may then be owned by the Executive; provided, however, that the provisions of this Section 7(c)(vi) shall not apply if an IPO has occurred prior to the date of such year, but in no event later than the March 15th termination of the calendar year in which the Date of Termination occurs; (v) a lump sum payment upon Executive's employment termination in an amount that, after applicable income and employment taxes calculated at the applicable maximum rate, is equal to the monthly premium that the Company paid towards the Executive’s health coverage as in effect immediately prior to his employment termination for a period of twelve (12) months following Executive’s termination of employment (the “COBRA Subsidy”), whether or not he elects COBRA coverage; and (vi) 100% vesting acceleration of all then outstanding time-based equity awards issued by a member of the Bowhead Group and waiver of any requirements of continued employment under the IPO Grant any other performance-based equity awards issued by a member of the Bowhead Group under the 2024 Omnibus Incentive Plan or otherwise after the Effective Date. Notwithstanding the foregoing, in the event that such termination occurs following a Change in Control, the amounts described in clauses (ii) through (v) above shall be paid in a single lump sumhereunder.

Appears in 1 contract

Samples: Employment Agreement (Darwin Professional Underwriters Inc)

Consequences of Termination without Cause or for Good Reason. In the event of a termination of the Executive’s 's employment during the Employment Period (x) by the Company, which termination is not a termination for Cause "cause" (as defined above) or (y) by the Executive for Good Reason "good reason" (as defined above), and provided that such termination is not by reason of death, Retirement (as defined in Section 8(d) hereof) or Disability (as defined in Section 6(e8(d) hereof), then: then (i) the Executive shall be entitled to the Accrued Obligations; (ii) the Executive shall be entitled to continued payment of Base Salary base salary for a period of thirty (30) 12 months following the Date date of Terminationtermination, in accordance with the normal payroll schedule of the Company; (iiiii) the Executive shall be entitled to payment of the his target Annual Bonus annual bonus for the year in which the Date date of Termination termination occurs, such payment to be made at the time other officers of the Company receive bonus payments in respect of such year, but in no event later than the date that is 2 ½ months following the last day of the calendar year in which the Date of Termination occurs; (iviii) the Executive shall be entitled to any unpaid Annual Bonus earned based on achievement of a Medical Coverage Subsidy (as defined under Section 8(1) below), (iv) all LTIP interests held by the performance goals Executive shall fully and objectives immediately vest, with respect payouts to the immediately preceding calendar year, such payment Executive in respect of his interests in outstanding Profit Pools thereunder to be made at the time times, in the amounts and in the manner provided in the LTIP for payments to other officers LTIP Participants whose employment with the Company is continuing, (v) all shares of restricted stock previously awarded to the Executive shall fully and immediately vest, and (vi) following the determination of Fair Market Value in accordance with the provisions of the Restricted Stock Plan and the Restricted Share Agreement, the Executive shall sell to the Company, and the Company shall purchase from the Executive, all shares of restricted stock which have vested as of the date of termination (including shares of restricted stock which have vested by reason of such termination), and any other shares of common stock of the Company receive bonus payments in respect which may then be owned by the Executive; provided, however, that the provisions of this Section 8(c)(vi) shall not apply if an IPO has occurred prior to the date of such year, but in no event later than the March 15th termination of the calendar year in which the Date of Termination occurs; (v) a lump sum payment upon Executive's employment termination in an amount that, after applicable income and employment taxes calculated at the applicable maximum rate, is equal to the monthly premium that the Company paid towards the Executive’s health coverage as in effect immediately prior to his employment termination for a period of twelve (12) months following Executive’s termination of employment (the “COBRA Subsidy”), whether or not he elects COBRA coverage; and (vi) 100% vesting acceleration of all then outstanding time-based equity awards issued by a member of the Bowhead Group and waiver of any requirements of continued employment under the IPO Grant any other performance-based equity awards issued by a member of the Bowhead Group under the 2024 Omnibus Incentive Plan or otherwise after the Effective Date. Notwithstanding the foregoing, in the event that such termination occurs following a Change in Control, the amounts described in clauses (ii) through (v) above shall be paid in a single lump sumhereunder.

Appears in 1 contract

Samples: Employment Agreement (Darwin Professional Underwriters Inc)

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Consequences of Termination without Cause or for Good Reason. In the event of a termination of the Executive’s employment during the Employment Period (x) by the Company, which termination is not a termination for Cause (as defined above) or (y) by the Executive for Good Reason (as defined above)Reason, and provided that such termination is not by reason of death, or Disability (as defined in Section 6(e5(e) hereof), then: then (i) the Executive shall be entitled to the Accrued Obligations; , (ii) the Executive shall be entitled to continued payment of Base Salary for a period of thirty (30) 12 months following the Date of Termination, in accordance with the normal payroll schedule of the Company; , (iii) the Executive shall be entitled to payment of the target be paid any unpaid Annual Bonus for pursuant to Section 3(b) above earned based on performance with respect to the calendar year immediately prior to the calendar year in which the Date of Termination occurs, such payment if any, (iv) subject to be made at the time other officers achievement of the Company receive bonus payments applicable performance objectives for the calendar year in which such termination occurs, as determined by the Compensation Committee, payment of the Annual Bonus that would otherwise have been earned in respect of the calendar year in which such termination occurred, pro-rated to reflect the number of days Executive was employed during such calendar year, such amount to be paid at the same time it would otherwise be paid to Executive had no termination occurred, but in no event later than the date that is 2 ½ two and one-half (21⁄2) months following the last day of the calendar year in which the Date of Termination such termination occurs; (iv) the Executive shall be entitled to any unpaid Annual Bonus earned based on achievement of the performance goals , and objectives with respect to the immediately preceding calendar year, such payment to be made at the time other officers of the Company receive bonus payments in respect of such year, but in no event later than the March 15th of the calendar year in which the Date of Termination occurs; (v) a lump sum payment upon employment termination within thirty (30) days following the Date of Termination in an amount that, after the applicable income and employment taxes calculated at the applicable maximum minimum rate, is equal to 100% of the monthly COBRA premium that Executive would be required to pay to continue the Company paid towards group health coverage in effect on the date of Executive’s health coverage as in effect immediately prior to his termination of employment termination (which amount will be based on the premium for the first month of COBRA coverage) for a period of twelve eighteen (1218) months following Executive’s termination of employment (the “COBRA Subsidy”), whether or not he elects COBRA coverage; and (vi) 100% vesting acceleration of all then outstanding time-based equity awards issued by a member of the Bowhead Group and waiver of any requirements of continued employment under the IPO Grant any other performance-based equity awards issued by a member of the Bowhead Group under the 2024 Omnibus Incentive Plan or otherwise after the Effective Date. Notwithstanding the foregoing, in the event that such termination occurs following a Change in Control, the amounts described in clauses (ii) through (v) above shall be paid in a single lump sum.

Appears in 1 contract

Samples: Employment Agreement (Alleghany Corp /De)

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