Common use of Continuation of Benefits Clause in Contracts

Continuation of Benefits. The Executive (and, to the extent applicable, the Executive’s dependents) shall be entitled, after the Date of Termination until the end of the second calendar year following the calendar year of the Date of Termination (the “End Date”), to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination (collectively, the “Continuing Benefit Plans”); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause to be provided) comparable benefits under another plan or from its general assets. To the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunder, the premiums (both during and after the eighteen (18)-month period) shall be taxable income to the Executive and the Company or its Affiliates shall pay the Executive promptly after the provision of such benefits additional cash payments to the extent necessary for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be paid within the Delay Period (as defined in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereafter.

Appears in 3 contracts

Samples: Change in Control Agreement (Phoenix Companies Inc/De), Change in Control Agreement (Phoenix Companies Inc/De), Change in Control Agreement (Phoenix Companies Inc/De)

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Continuation of Benefits. The If Executive is entitled to receive the Severance Amount described in Section 6(c)(i), Executive (and, to the extent applicable, the Executive’s dependents) shall be entitled, after the Date of Termination and until the end earlier of (A) the second calendar year following the calendar year anniversary of the Date of Termination (the “End Date”), to continue participation in all of ) or (B) the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination (collectively, the “Continuing Benefit Plans”); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the date Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees employer, to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s continue participation in all of the Continuing Company’s employee welfare benefit plans including the Company’s hospital, medical, accident, disability, and life insurance plans (the “Welfare Benefit Plans will be on Plans”) as were generally provided to Executive in accordance with the same terms Company’s policies and conditions that would have applied had practices immediately before the Executive continued to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Effective Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause pay Executive an amount equal to the cost to the Company of providing such coverage at the same time as the Severance Amount is payable to Executive. Executive’s participation in the Welfare Benefit Plans will be on the same terms and conditions that would have applied had Executive continued to be provided) comparable benefits under another plan or from its general assetsemployed by the Company through the End Date. To the extent any medical or dental plan Welfare Benefit Plan is a self-insured medical reimbursement group health or dental benefit plan, then in addition to any other limitation provided hereunder, the period of coverage provided by this Section 6(c)(iii) under such self-insured group health or dental benefit plan shall not exceed the period of time during which Executive would be entitled to receive continuation coverage under Code section 105(hSection 4980B (“COBRA”) and if Executive had elected such coverage would be discriminatory thereunderand paid the premiums required by COBRA. To the extent that immediately preceding sentence applies, the premiums (both during and after the eighteen (18)-month period) Company shall be taxable income pay Executive an amount equal to the Executive and the Company or its Affiliates shall pay the Executive promptly after the provision cost of such benefits additional cash payments COBRA continuation coverage for a period equal to the extent necessary for excess of (i) 24 months minus (ii) the Executive number of months of COBRA coverage initially available to receive Executive, as determined in good faith by the Company, at the same net after-tax benefits that time as the Executive would have received under such plans if the Executive had continued Severance Amount is payable to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be paid within the Delay Period (as defined in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereafterExecutive.

Appears in 3 contracts

Samples: Employment Agreement (Protective Life Corp), Employment Agreement (Protective Life Corp), Employment Agreement (Protective Life Corp)

Continuation of Benefits. Effective as of the Termination Date, you will cease all health benefit coverage and other benefit coverage provided by the Company. Notwithstanding the foregoing, you may be entitled to elect continuing medical, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The Executive (and, costs of the Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent applicable, the Executive’s dependents) shall be entitled, after the Date of Termination until the end of the second calendar year following the calendar year of the Date of Termination (the “End Date”), to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination (collectively, the “Continuing Benefit Plans”); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause to be provided) comparable benefits under another plan or from its general assets. To the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunder, the premiums (both during and after the eighteen (18)-month period) shall be taxable income to the Executive and the Company or its Affiliates shall pay the Executive promptly after the provision of such benefits additional cash payments would be deemed to be discriminatory under Code Section 105(h). For the extent necessary avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the Executive to full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the same net after-tax benefits Company within seven days of your obtaining employment that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that will provide you any such additional cash payment that would be paid within the Delay Period (as defined in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereafterbenefits.

Appears in 3 contracts

Samples: Cracker Barrel Old Country Store, Inc, Cracker Barrel Old Country Store, Inc, Cracker Barrel Old Country Store, Inc

Continuation of Benefits. Subject to the provisions of “Conditions to Payment” below, during the twelve-month period commencing within 60 days of the date of a termination as described under “Severance” above, the Company shall pay an amount equal to the group health care premiums for you and/or your dependents and/or beneficiaries equal to those which would be required for continuation coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Such payments shall be paid by the Company according to a fixed schedule consisting of monthly installment payments. The Executive (and, foregoing payments by the Company shall not extend the applicable COBRA continuation period and the COBRA continuation period shall commence as required under COBRA on account of your termination of employment. Benefits otherwise receivable by you pursuant to this section shall be reduced to the extent applicablesubstantially similar benefits are actually received by or made available to you by any other employer during the same time period for which such benefits would be provided pursuant to this section at a cost to you that is commensurate with the cost incurred by you immediately prior to the date of termination; provided, however, that if you become employed by a new employer which maintains a medical plan that either (i) does not cover you or a family member or dependent with respect to a preexisting condition which was covered under the Executive’s dependentsapplicable Company medical plan, or (ii) does not cover you or a family member or dependent for a designated waiting period, your coverage under the applicable Company medical plan shall continue (but shall be entitledlimited in the event of noncoverage due to a preexisting condition, after to such preexisting condition) until the Date earlier of Termination until the end of the second calendar year following applicable period of noncoverage under the calendar year new employer’s plan or the six-month anniversary of the Date date of Termination (the “End Date”), termination. You agree to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior report to the Date of Termination (collectively, the “Continuing Benefit Plans”Company any coverage and benefits actually received by you or made available to you from such other employer(s); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination . You shall be deemed entitled to elect to change your level of coverage and/or your choice of coverage options (such as for you only or family medical coverage) with respect to the benefits to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company or to you to the Affiliate same extent that employs active employees of the Executive through Company are permitted to make such changes; provided, however, that in the End Date or the Prior Date. To the extent event of any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause to be provided) comparable benefits under another plan or from its general assets. To the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunder, the premiums (both during and after the eighteen (18)-month period) shall be taxable income to the Executive and the Company or its Affiliates changes you shall pay the Executive promptly after amount of any cost increase that would actually be paid by an active employees of the provision Company by reason of such benefits additional cash payments to the extent necessary for the Executive to receive making the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be paid within the Delay Period (as defined change in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereafterhis level of coverage or coverage options.

Appears in 2 contracts

Samples: Synthesis Energy Systems Inc, Synthesis Energy Systems Inc

Continuation of Benefits. Subject to the provisions of “Conditions to Payment” below, during the twelve-month period commencing within 60 days of the date of a termination as described under “Severance” above, the Company shall pay an amount equal to the group health care premiums for you and/or your dependents and/or beneficiaries equal to those which would be required for continuation coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Such payments shall be paid by the Company according to a fixed schedule consisting of monthly installment payments. The Executive (and, foregoing payments by the Company shall not extend the applicable COBRA continuation period and the COBRA continuation period shall commence as required under COBRA on account of your termination of employment. Benefits otherwise receivable by you pursuant to this section shall be reduced to the extent applicablesubstantially similar benefits are actually received by or made available to you by any other employer during the same time period for which such benefits would be provided pursuant to this section at a cost to you that is commensurate with the cost incurred by you immediately prior to the date of termination; provided, however, that if you become employed by a new employer which maintains a medical plan that either (i) does not cover you or a family member or dependent with respect to a preexisting condition which was covered under the Executive’s dependentsapplicable Company medical plan, or (ii) does not cover you or a family member or dependent for a designated waiting period, your coverage under the applicable Company medical plan shall continue (but shall be entitledlimited in the event of non-coverage due to a preexisting condition, after to such preexisting condition) until the Date earlier of Termination until the end of the second calendar year following applicable period of non-coverage under the calendar year new employer’s plan or the six-month anniversary of the Date date of Termination (the “End Date”), termination. You agree to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior report to the Date of Termination (collectively, the “Continuing Benefit Plans”Company any coverage and benefits actually received by you or made available to you from such other employer(s); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination . You shall be deemed entitled to elect to change your level of coverage and/or your choice of coverage options (such as for you only or family medical coverage) with respect to the benefits to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company or to you to the Affiliate same extent that employs active employees of the Executive through Company are permitted to make such changes; provided, however, that in the End Date or the Prior Date. To the extent event of any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause to be provided) comparable benefits under another plan or from its general assets. To the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunder, the premiums (both during and after the eighteen (18)-month period) shall be taxable income to the Executive and the Company or its Affiliates changes you shall pay the Executive promptly after amount of any cost increase that would actually be paid by an active employees of the provision Company by reason of such benefits additional cash payments to the extent necessary for the Executive to receive making the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be paid within the Delay Period (as defined change in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereafterhis level of coverage or coverage options.

Appears in 2 contracts

Samples: Original Agreement (Synthesis Energy Systems Inc), Synthesis Energy Systems Inc

Continuation of Benefits. The Executive (and, to the extent applicable, the Executive’s dependents) shall be entitled, after the Date of Termination until the end of the second calendar year following the calendar year of 2.5 years from the Date of Termination (the “End Date”), to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination (collectively, the “Continuing Benefit Plans”); provided that coverage with regard to medical, medical and dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause to be provided) comparable benefits under another plan or from its general assets. To the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunder, the premiums (both during and after the eighteen (18)-month period) shall be taxable income to the Executive and the Company or its Affiliates shall pay the Executive promptly after the provision of such benefits additional cash payments to the extent necessary for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be paid within the Delay Period (as defined in Section 2(d) hereof) shall not be paid during such Delay Periodperiod, but shall be paid immediately thereafter.

Appears in 2 contracts

Samples: Change in Control Agreement (Virtus Investment Partners, Inc.), Change in Control Agreement (Virtus Investment Partners, Inc.)

Continuation of Benefits. The Executive foregoing medical benefits program shall be continued for any eligible employee who pays the employee's portion during any period when such employee is on the active working payroll, compensated sick leave, compensated leave of absence, family and medical leave of absence, medical or assault leave of absence due to a work connected illness or injury received in the course of and arising out of the employee's employment by the BOARD for which the employee receives Workers' Compensation, non- compensated approved leave of absence of less than thirty (and30) days, medical leave of absence, including medical leave of absence due to pregnancy during the month such absence commences and for the next month, or for employees working only during the regular school year and not working during the summer break period, until such employees either resign their employment status or fail to return to active working status at the commencement of the next school year. Employees on non-compensated approved leave of absence (including medical leave of absence, or maternity leave of absence) in excess of the period set forth above for which the BOARD has agreed to pay a portion of the cost of this medical benefits program, or employees on lay-off under a suspended contract who desire to continue the full medical insurance package coverage past the period for which the BOARD has agreed to pay any portion of the premium to continue coverage for the employee, may do so while unemployed for up to two (2) years following the date such employee leaves the active working payroll of the BOARD by paying the full 100% premium for such insurance to the extent applicableTreasurer of the BOARD on or before the seventeenth (17th) day of the month prior to any month such coverage is desired to be continued. In the event all or part of any monthly premium due from an employee is not paid and/or coverage is discontinued for any period, the Executive’s dependents) employee shall be entitled, after have the Date of Termination until the end of the second calendar year following the calendar year of the Date of Termination (the “End Date”), right to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination (collectively, the “Continuing Benefit Plans”); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company or the Affiliate that employs the Executive acquire insurance through the End Date or the Prior Date. To the extent any such benefits insurance carrier in accordance with its policies and coverage cannot be provided under reacquired through the terms of BOARD until the applicable plan, policy or program, the Company shall provide (or shall cause employee returns to be provided) comparable benefits under another plan or from its general assetsactive working status. To the extent any medical or dental plan It is a “self-insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunder, the premiums (both during and after the eighteen (18)-month period) shall be taxable income to the Executive and the Company or its Affiliates shall pay the Executive promptly after the provision of such benefits additional cash payments to the extent necessary for the Executive to receive the same net after-tax benefits understood that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that BOARD assumes no responsibility for any such additional cash payment that would be paid within the Delay Period (as defined in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereaftercancellation of insurance coverage.

Appears in 2 contracts

Samples: Negotiated Agreement, Agreement

Continuation of Benefits. Effective as of the Termination Date, you will cease all health benefit coverage and other benefit coverage provided by the Company. Notwithstanding the foregoing, you may be entitled to elect continuing medical, prescription and dental coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). In the event that you choose continuation of such coverage under COBRA, you shall continue to receive the medical, prescription and dental benefits at the levels you would have been entitled to receive had you remained in employment following the Termination Date (including any changes in benefits or costs that are implemented by the Company with respect to similarly-situated employees who are continuing in their employment), pursuant to COBRA, and the Company will reimburse to you the full COBRA premium amount following the Termination Date for the period of time set forth in Exhibit B (the “COBRA Continuation Period”), so long as you remain eligible to continue such coverage under COBRA. The Executive (and, costs of Company’s portion of any premiums due under this 3.2 shall be included in your gross income to the extent applicable, the Executive’s dependents) shall be entitled, after the Date of Termination until the end of the second calendar year following the calendar year of the Date of Termination (the “End Date”), to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination (collectively, the “Continuing Benefit Plans”); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause to be provided) comparable benefits under another plan or from its general assets. To the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunder, the premiums (both during and after the eighteen (18)-month period) shall be taxable income to the Executive and the Company or its Affiliates shall pay the Executive promptly after the provision of such benefits additional cash payments would be deemed to be discriminatory under Code Section 105(h). For the extent necessary avoidance of doubt, the parties mutually agree that the period during which the Company pays any premiums under this Section 3.2 shall run concurrently with the applicable COBRA continuation period without any extension and you shall be solely responsible for the Executive to full cost of any heath premiums for the continuation of COBRA coverage which may extend past this period, if any. Notwithstanding the foregoing, if you become reemployed with another employer and receive medical, prescription or dental benefits under another employer-provided plan, this COBRA premium subsidy benefit shall cease regarding such applicable coverage. You agree that you will notify the same net after-tax benefits Company within seven days of your obtaining employment that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that will provide you any such additional cash payment that would be paid within the Delay Period (as defined in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereafterbenefits.

Appears in 2 contracts

Samples: Employment Agreement (Cracker Barrel Old Country Store, Inc), Cracker Barrel Old Country Store, Inc

Continuation of Benefits. Subject to the Company reinstating a group health care plan and the provisions of “Conditions to Payment” below, during the twelve-month period commencing within 60 days of the date of a termination as described under “Severance” above, the Company shall pay an amount equal to the group health care premiums for you and/or your dependents and/or beneficiaries equal to those which would be required for continuation coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Such payments shall be paid by the Company according to a fixed schedule consisting of monthly installment payments. The Executive (and, foregoing payments by the Company shall not extend the applicable COBRA continuation period and the COBRA continuation period shall commence as required under COBRA on account of your termination of employment. Benefits otherwise receivable by you pursuant to this section shall be reduced to the extent applicablesubstantially similar benefits are actually received by or made available to you by any other employer during the same time period for which such benefits would be provided pursuant to this section at a cost to you that is commensurate with the cost incurred by you immediately prior to the date of termination; provided, however, that if you become employed by a new employer which maintains a medical plan that either (i) does not cover you or a family member or dependent with respect to a preexisting condition which was covered under the Executive’s dependentsapplicable Company medical plan, or (ii) does not cover you or a family member or dependent for a designated waiting period, your coverage under the applicable Company medical plan shall continue (but shall be entitledlimited in the event of non-coverage due to a preexisting condition, after to such preexisting condition) until the Date earlier of Termination until the end of the second calendar year following applicable period of non-coverage under the calendar year new employer’s plan or the six-month anniversary of the Date date of Termination (the “End Date”), termination. You agree to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior report to the Date of Termination (collectively, the “Continuing Benefit Plans”Company any coverage and benefits actually received by you or made available to you from such other employer(s); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination . You shall be deemed entitled to elect to change your level of coverage and/or your choice of coverage options (such as for you only or family medical coverage) with respect to the benefits to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company or to you to the Affiliate same extent that employs active employees of the Executive through Company are permitted to make such changes; provided, however, that in the End Date or the Prior Date. To the extent event of any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause to be provided) comparable benefits under another plan or from its general assets. To the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunder, the premiums (both during and after the eighteen (18)-month period) shall be taxable income to the Executive and the Company or its Affiliates changes you shall pay the Executive promptly after amount of any cost increase that would actually be paid by an active employees of the provision Company by reason of such benefits additional cash payments to the extent necessary for the Executive to receive making the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be paid within the Delay Period (as defined change in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereafterhis level of coverage or coverage options.

Appears in 1 contract

Samples: Synthesis Energy Systems Inc

Continuation of Benefits. The Executive (and, to the extent applicable, the Executive’s dependents) shall be entitled, after the Date of Termination until the end of the second calendar year following the calendar year of [number] years from the Date of Termination (the “End Date”), to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination (collectively, the “Continuing Benefit Plans”); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause to be provided) comparable benefits under another plan or from its general assets. To the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunder, the premiums (both during and after the eighteen (18)-month period) shall be taxable income to the Executive and the Company or its Affiliates shall pay the Executive promptly after the provision of such benefits additional cash payments to the extent necessary for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be paid within the Delay Period (as defined in Section 2(d) hereof) shall not be paid during such Delay Periodperiod, but shall be paid immediately thereafter.

Appears in 1 contract

Samples: Change in Control Agreement (Phoenix Companies Inc/De)

Continuation of Benefits. The Executive Buyer agrees that Buyer shall provide (andor cause one of its Affiliates to provide) each Transferred Employee (a) for a period beginning on the Closing Date and ending on February 28, 2023 (i) an annual base salary or wage rate substantially comparable to the extent applicable, the ExecutiveTransferred Employee’s dependents) shall be entitled, after the Date of Termination until the end of the second calendar year following the calendar year of the Date of Termination (the “End Date”), to continue participation annual base salary or wage rate in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in effect immediately prior to the Date of Termination Closing Date; (collectively, ii) severance benefits no less favorable than the “Continuing Benefit Plans”); provided that coverage with regard severance benefits to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided Transferred Employee was entitled under the terms of the applicable plan, policy Employee Plan or program, the Company shall provide (or shall cause to be provided) comparable benefits under another plan or from its general assets. To the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunder, the premiums (both during and after the eighteen (18)-month period) shall be taxable income Precoat Subsidiary Plan as in effect immediately prior to the Executive Closing Date; and (iii) short term incentive compensation opportunities (excluding equity or equity-based incentive opportunities) that have a target opportunity substantially comparable to the Company Transferred Employee’s target short-term incentive compensation opportunities (excluding equity or equity-based incentive opportunities) in effect immediately prior to the Closing Date; provided that the obligations of this Section 7.04 shall not apply in the event of general, organization-wide reductions that apply to all of the employees of Buyer and its Affiliates in salary, wage rate, benefits or other compensation and benefits of Buyer or its Affiliates in response to general economic downturns or changes in the industries or markets that Buyer and its Affiliates (including, after Closing, the Precoat Subsidiaries) operate; and (b) for a period beginning on the Closing Date and ending on December 31, 2022, other compensation and benefits (excluding equity and equity-based benefits, U.S. defined benefit pension benefits) that are substantially comparable in the aggregate to those provided to the Transferred Employee immediately prior to the Closing Date. This Section 7.04 shall pay not limit the Executive promptly after obligation of Buyer or any of the Precoat Subsidiaries to maintain any compensation arrangement or benefit plan that, pursuant to an existing Contract or applicable Law, must be maintained for a period beyond the applicable period set forth in this Section 7.04. No provision of such benefits additional cash payments to the extent necessary for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had this Agreement shall be construed as a guarantee of continued to receive such plan benefits while employed with the Company; provided that employment of any such additional cash payment that would be paid within the Delay Period (as defined in Section 2(d) hereof) Transferred Employee and this Agreement shall not be paid during such Delay Period, but shall be paid immediately thereafterconstrued so as to prohibit Buyer or any of its Subsidiaries (including the Precoat Subsidiaries) from having the right to terminate the employment of any Transferred Employee.

Appears in 1 contract

Samples: Securities Purchase Agreement (Azz Inc)

Continuation of Benefits. The Executive For the period commencing on the Closing Date and ending one year after the Closing Date (andprovided that if the Closing Date is not the last day of the calendar month, the Continuation Period shall end on the last day of the twelfth calendar month after the Closing Date), Buyer shall, or shall cause its Affiliates (including the Company) to, provide each Transferred Employee with a base salary or wage rate no less favorable than the base salary or wage rate provided to such Transferred Employee immediately prior to the Closing Date. For the period commencing on the Closing Date and ending on December 31, 2017 (the “Continuation Period”), Buyer shall, or shall cause its Affiliates (including the Company) to, provide each Transferred Employee with employee health, welfare and retirement benefits (other than any defined benefit pension, retiree health or retiree life insurance benefits) that are substantially comparable in the aggregate to those employee health, welfare and retirement benefits (other than any defined benefit pension, retiree health or retiree life insurance benefits) provided to such Transferred Employee immediately prior to the Closing Date. Except to the extent applicablerequired by applicable Legal Requirements, the Executive’s dependents) shall be entitled, after the Date of Termination until the end effective as of the second calendar year following the calendar year of the Closing Date of Termination (the “End Date”), to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination (collectively, the “Continuing Benefit Plans”); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan each Transferred Employee shall cease on the dateall active participation in, if anyand accrual of benefits under, prior to the End Date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”)any Seller Benefit Plan. The Executive Buyer agrees to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare planshonor, programs or arrangements of another employer. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause its Affiliates (including the Company) to be providedhonor, the contractual obligations of the Company under the provisions of each Assumed Benefit Plan, Collective Bargaining Agreement (if applicable) comparable benefits and any other Employee Benefit Plan that Buyer or any of its Affiliates is required to assume under another applicable Legal Requirements or any Collective Bargaining Agreement, as applicable, as such plan or from its general assetsagreement relates to each Transferred Employee. To Notwithstanding the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunderforegoing, the premiums (both during and after the eighteen (18)-month period) shall be taxable income to the Executive and the Company or its Affiliates shall pay the Executive promptly after the no provision of such benefits additional cash payments this ‎‎Section 9.4(d) is intended to the extent necessary for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that prevent Buyer from amending or terminating any such additional cash payment that would be paid within the Delay Period (as defined Assumed Benefit Plan in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereafteraccordance with its terms.

Appears in 1 contract

Samples: Stock Purchase Agreement (Patheon N.V.)

Continuation of Benefits. The Executive (and, If permitted pursuant to applicable law and the extent applicable, the Executive’s dependents) shall be entitled, after the Date of Termination until the end terms of the second calendar year following the calendar year of the Date of Termination Company’s medical, dental, disability and life insurance programs and any other employee benefit plan in which Executive and his family (the “End DateCovered Persons), to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive ) participated in immediately prior to the Separation Date of Termination (collectively, the “Continuing Company Benefit Plans”); provided that coverage with regard to medical, dental and long-term disability benefits then the Company shall arrange for the Covered Persons to continue to participate (excluding participation through the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)) in the Company Benefit Plans for a period of twenty-four (24) months after the end of Separation Date (the eighteen “Benefit Continuation Period”), on substantially the same terms and conditions in effect for the Covered Persons (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependentsincluding any required contribution) in any Continuing Benefit Plan shall cease on the date, if any, immediately prior to the End Date Separation Date. If, however, applicable law or the terms of any Company Benefit Plan do not permit the Covered Persons to participate in such plan (excluding participation through COBRA) after the Separation Date, then the Company shall pay to Executive an amount each month during the Benefit Continuation Period equal to the Company’s cost of coverage under such plan for similarly situated officers and their families (collectively, the “Monthly Benefit Payments”). The Monthly Benefit Payments shall be payable on which or before the Executive last business day of each month during the Benefit Continuation Period, with the first monthly payment payable on or before June 30, 2014. Notwithstanding the foregoing, any obligation of the Company under this Section 2.4 to provide coverage for the Covered Persons under any Company Benefit Plan, or to make Monthly Benefit Payments to Executive, shall cease immediately, with respect to each Covered Person and each Company Benefit Plan, upon such time as such Covered Person becomes eligible for comparable benefits under a similar plan, policy to be covered by an insurance program or program other arrangement of a subsequent employer (“Prior Date”)of Executive which is comparable to such Company Benefit Plan. The Executive agrees to notify the Company promptly if and when Executive he begins employment with another employer and if and when Executive he becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy program or program, the Company shall provide (or shall cause to be provided) comparable benefits under another plan or from its general assets. To the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunder, the premiums (both during and after the eighteen (18)-month period) shall be taxable income to the Executive and the Company or its Affiliates shall pay the Executive promptly after the provision arrangement of such benefits additional cash payments to the extent necessary for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be paid within the Delay Period (as defined in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereafteremployer.

Appears in 1 contract

Samples: Separation Agreement and General Release (Adcare Health Systems, Inc)

Continuation of Benefits. The If, during the Employment Period, the Company terminates the Executive's employment other than for Cause, or following a Change of Control the Executive terminates his employment for Good Reason: (A) the Executive (and, to the extent applicable, the Executive’s his dependents) shall be entitled, after the Date of Termination until the end earlier of (1) the second calendar year following the calendar year anniversary of the Date of Termination (the "End Date”), to continue participation in all of ") and (2) the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination (collectively, the “Continuing Benefit Plans”); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which date the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees employer, to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s continue participation in all of the Continuing Company's employee and executive welfare and fringe benefit plans (the "Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior DatePlans"). To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause to be provided) a comparable benefits benefit under another plan or from its the Company's general assets. To The Executive's participation in the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(hBenefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company through the End Date; (B) and the Executive (or, in the event of the Executive's death during such coverage would be discriminatory thereunderperiod, the premiums Executive's beneficiary or estate) shall have the right to exercise any outstanding options to purchase 8 9 shares of Common Stock of the Company then exercisable by the Executive or which would become exercisable in accordance with the applicable option agreement and the applicable equity incentive plan of the Company (both during such agreements and plans referred to collectively as the "Equity Documents") for a period of one year (or, if longer the period of time permitted in accordance with the generally applicable terms of the governing option agreements) after the eighteen Date of Termination (18)-month periodor, if less, until the end of the stated term of the option); and (C) for purposes of the Benefit Plans and the Equity Documents, the Executive will be deemed to have terminated employment under mutually satisfactory conditions. (d) Discharge of the Company's Obligations. Except as expressly provided in the last sentence of this Section 7(d), the amounts payable to the Executive pursuant to this Section 7 following termination of his employment -- shall be in full and complete satisfaction of the Executive's rights under this Agreement and any other claims he may have in respect of his employment by the Company or any of its Subsidiaries. Such amounts shall constitute liquidated damages with respect to any and all such rights and claims and, upon the Executive's receipt of such amounts, the Company shall be released and discharged from any and all liability to the Executive in connection with this Agreement or otherwise in connection with the Executive's employment with the Company and its Subsidiaries. Nothing in this Section 7(d) shall be taxable income construed to release the Company from its commitment to indemnify the Executive and hold the Executive harmless from and against any claim, loss or cause of action arising from or out of the Executive's performance as an officer, director or employee of the Company or any of its Affiliates shall pay Subsidiaries or in any other capacity, including any fiduciary capacity, in which the Executive promptly after served at the provision request of such benefits additional cash payments the Company to the maximum extent necessary for permitted by applicable law and the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be paid within the Delay Period Governing Documents. (as defined in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereafter.e)

Appears in 1 contract

Samples: Employment Continuation Agreement (Chrysler Corp /De)

Continuation of Benefits. The Executive (and, to the extent applicable, If the Executive’s dependents) shall be entitled, after employment is terminated by the Date of Termination until the end Company without Cause or as a result of the second calendar year following Executive ´s Disability, or if the calendar year of Executive’s employment is terminated by the Date of Termination (Executive for Good Reason, then the “End Date”), to continue Executive will remain eligible for participation in all employee welfare benefit plans of the employee Company (as that term is defined under Section 3(l) of the Employee Retirement Income Security Act of 1974), subject to the terms and executive conditions of those plans providing medicalrelating to participation after termination of employment; provided, that with respect to health and dental and long-term disability benefits coverage, in the event that the Executive participated in prior executes and delivers to the Date of Termination (collectively, Company the “Continuing Benefit Plans”); provided that coverage with regard to medical, dental and long-term disability benefits for the period Release Documents within 45 days after the end date of the eighteen (18)-month period following the Termination Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to does not rescind the extent applicable, Waiver and Release within seven days of delivering the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees to notify the Company promptly if Waiver and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or programRelease, the Company shall provide designate one of the following, at its option: (or i) the Executive shall cause to be providedremain eligible for participation in the Company’s health and dental plans at the Company ´s expense for a period of 12 months, (ii) comparable should the Executive qualify for continuation of medical benefits under another plan or from its general assets. To the extent any medical or dental plan is a Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and in effect on the date of the Executive’s termination of employment hereunder (self-insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunderCOBRA”), the Executive shall no longer be eligible for coverage under the Company’s health and dental plans as of the Termination Date and, if the Executive properly elects and makes payments required by COBRA, the Company will reimburse the Executive, upon submission of reasonable documentation of such payments, for the cost thereof for the applicable COBRA premiums for a period not exceeding 12 months, (both during and after iii) the eighteen (18)-month period) Company shall be taxable income to purchase for the benefit of the Executive and his family, if applicable, health and dental insurance coverage, for the Company or its Affiliates shall pay period of 12 months following the Executive promptly after the provision of such benefits additional cash payments Termination Date, equivalent to the extent necessary coverage in effect immediately prior to the Notice of Termination or (iv) arrange for the Executive and his family, if applicable, to receive be covered under substantially equivalent health and dental plans maintained by an affiliate of the same net after-tax benefits that Company for a period of 12 months following the Termination Date. The Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be paid within the Delay Period (as defined in Section 2(d) hereof) shall will not be paid during such Delay Period, but shall be paid immediately thereafterentitled to the grant of any additional stock options or other stock rights under the Plan following the Termination Date.

Appears in 1 contract

Samples: Executive Retention Agreement (America Online Latin America Inc)

Continuation of Benefits. The (i) Subject to Sections 5(f)(ii) and 5(i) hereof, in the event that the Executive's employment is terminated during the Employment Term by the Executive for Good Reason or by the Company for Disability or any reason (and, to including by the extent applicableCompany giving a Non-Renewal Notice) other than for Cause and not as a result of the death of the Executive, the Executive’s dependents) Executive shall continue to be entitledentitled to receive post-employment group health, after dental, vision and executive health reimbursement benefits under the Date of Termination until the end of the second calendar year following the calendar year of the Date of Termination Company's welfare benefit plans (the “End Date”), to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination (collectively, the “Continuing Benefit Welfare Plans”); provided that coverage with regard to medical, dental and long-term disability benefits ) for the a period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease time commencing on the date, if any, prior date of his termination and ending on the first to occur of (x) the End Date second anniversary of his termination date or (y) the date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees to notify the Company promptly if and when Executive begins commences full-time employment with another employer (the “Coverage Period”), provided, that in order to receive such continued coverage, the Executive shall be required to timely elect COBRA coverage under the Welfare Plans and if and when Executive becomes eligible to participate in any benefit or other welfare planspay the full applicable monthly COBRA premium (the “COBRA Premium”), programs or arrangements of another employeras described below, during the Coverage Period. The Executive’s participation in COBRA continuation period shall run simultaneously during the Continuing Benefit Plans will be on Coverage Period. During the same terms and conditions that would have applied had the Executive continued to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or programCoverage Period, the Company shall provide withhold from the Executive's severance pay each month the applicable monthly COBRA Premium for the Welfare Plans (or based on the Executive's coverage level on his termination date). The Company shall cause reimburse the Executive for this payment by providing an additional severance benefit in an amount equal to be providedthe applicable monthly COBRA premium for the Welfare Plans (determined based on the Executive's coverage level on his termination date) comparable benefits under another plan or from its general assetsfor the period commencing on the Executive's termination date and ending on the last day of the Coverage Period, grossed up by the Executive's taxes paid on this COBRA Premium. To the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(hFor purposes of this Section 5(f)(i) and such coverage would be discriminatory thereunderonly, the premiums (both during COBRA premium for the Company's group health, dental and after vision plans will be determined based on the eighteen (18)-month period) COBRA rates at the time of the Executive's termination and the COBRA premium for the Company's executive health reimbursement benefits shall be taxable income to based on the premium amount the Executive and was paying at the Company or its Affiliates shall pay the Executive promptly after the provision time of such benefits additional cash payments to the extent necessary for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be paid within the Delay Period (as defined in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereafterExecutive's termination.

Appears in 1 contract

Samples: Employment Agreement (Key Energy Services Inc)

Continuation of Benefits. The Executive (andFor a period of at least twelve months following ------------------------ the Effective Time, Parent shall, or shall cause the Surviving Corporation to, provide employee benefit plans and arrangements which in the aggregate will provide a substantially comparable level of benefits to active and retired employees of the Surviving Corporation and its Subsidiaries, considered as a group, to those provided under the Company employee benefit plans and arrangements as in effect immediately prior to the Effective Time, it being understood and agreed that Parent shall cause the Surviving Corporation to consult with senior management of the Surviving Corporation, including Xx. Xxxxxx, before any changes are made in the benefit plans or arrangements of the Surviving Corporation during such twelve month period. Notwithstanding the foregoing, changes to the benefit plans and arrangements applicable to employees of the Surviving Corporation that would not comply with the substantially comparable standard set forth in the immediately preceding sentence shall be permitted to the extent approved by senior management of the Surviving Corporation, including Xx. Xxxxxx. All service credited to each employee by the Company or any of its Subsidiaries through the Effective Time shall be recognized by Parent for purposes of eligibility and vesting under any employee benefit plan provided by Parent or its Subsidiaries for the benefit of the employees of the Surviving Corporation and its Subsidiaries; provided, however, -------- ------- that, to the extent applicablenecessary to avoid duplication of benefits, amounts payable under employee benefit plans provided by Parent or its Subsidiaries may be reduced by amounts payable under similar the Executive’s dependentsCompany plans with respect to the same periods of service. In addition, with respect to any welfare benefit plan established or maintained by Parent or its Subsidiaries for the benefit of employees of the Surviving Corporation or its Subsidiaries, Parent shall, or shall cause the relevant Subsidiary to, waive any pre-existing condition exclusions (other than any pre-existing condition that was not waived by a Company plan) and provide that any covered expenses incurred on or before the Effective Time in respect of the current plan year by any employee of the Company or any of its Subsidiaries (or any covered dependent of such an employee) shall be entitledtaken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket provisions after the Date of Termination until the end of the second calendar year following the calendar year of the Date of Termination (the “End Date”), to continue participation Effective Time in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination (collectively, the “Continuing Benefit Plans”); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause to be provided) comparable benefits under another plan or from its general assets. To the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunder, the premiums (both during and after the eighteen (18)-month period) shall be taxable income to the Executive and the Company or its Affiliates shall pay the Executive promptly after the provision respect of such benefits additional cash payments to the extent necessary for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such current plan benefits while employed with the Company; provided that any such additional cash payment that would be paid within the Delay Period (as defined in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereafteryear.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Penney J C Co Inc)

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Continuation of Benefits. The Executive (and, to the extent applicable, the Executive’s dependents) shall be entitled, after the Date of Termination until the end of the second calendar year following the calendar year third anniversary of the Date of Termination (the “End Date”), to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination Termination, other than supplemental long-term disability policies, (collectively, the “Continuing Benefit Plans”); provided that coverage (with regard to medical, medical and dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination Termination) shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees In addition to notify the foregoing, for the period after the Date of Termination until the End Date, the Company promptly if and when shall reimburse the Executive begins employment with another employer and if and when for the purchase of long-term disability insurance prior to the end of each calendar year during such period in an amount not to exceed $50,000 per calendar year, upon presentation by the Executive becomes eligible of receipts therefor prior to participate the end of the calendar year in any benefit or other welfare plans, programs or arrangements of another employerwhich such expense is incurred by the Executive. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause to be provided) a comparable benefits benefit under another plan or from its general assetsplan. To the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section Section 105(h) of the Code and such coverage would be discriminatory thereunder, the premiums (both during and after the eighteen (18)-month period) shall be taxable income to the Executive and the Company or its Affiliates shall pay the Executive promptly after the provision of such benefits additional cash payments to the extent necessary for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be paid within the Delay Period (as defined in Section 2(d) 13 hereof) shall not be paid during such Delay Periodperiod, but shall be paid immediately thereafter.

Appears in 1 contract

Samples: Employment Continuation Agreement (Phoenix Companies Inc/De)

Continuation of Benefits. The If, during the Employment Period, the Company terminates the Executive's employment other than for Cause, or following a Change of Control the Executive terminates his employment for Good Reason: (A) the Executive (and, to the extent applicable, the Executive’s his dependents) shall be entitled, after the Date of Termination until the end earlier of (1) the second calendar year following the calendar year third anniversary of the Date of Termination (the "End Date”), to continue participation in all of ") and (2) the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination (collectively, the “Continuing Benefit Plans”); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which date the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees employer, to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s continue participation in all of the Continuing Company's employee and executive welfare and fringe benefit plans (the "Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior DatePlans"). To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause to be provided) a comparable benefits benefit under another plan or from its the 8 9 Company's general assets. To The Executive's participation in the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(hBenefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company through the End Date; (B) and the Executive (or, in the event of the Executive's death during such coverage would be discriminatory thereunderperiod, the premiums Executive's beneficiary or estate) shall have the right to exercise any outstanding options to purchase shares of Common Stock of the Company then exercisable by the Executive or which would become exercisable in accordance with the applicable option agreement and the applicable equity incentive plan of the Company (both during such agreements and plans referred to collectively as the "Equity Documents") for a period of one year (or, if longer the period of time permitted in accordance with the generally applicable terms of the governing option agreements) after the eighteen Date of Termination (18)-month periodor, if less, until the end of the stated term of the option); and (C) for purposes of the Benefit Plans and the Equity Documents, the Executive will be deemed to have terminated employment under mutually satisfactory conditions. (d) Discharge of the Company's Obligations. Except as expressly provided in the last sentence of this Section 7(d), the amounts payable to the Executive pursuant to this Section 7 following termination of his employment shall be in full and complete satisfaction of the Executive's rights under this Agreement and any other claims he may have in respect of his employment by the Company or any of its Subsidiaries. Such amounts shall constitute liquidated damages with respect to any and all such rights and claims and, upon the Executive's receipt of such amounts, the Company shall be released and discharged from any and all liability to the Executive in connection with this Agreement or otherwise in connection with the Executive's employment with the Company and its Subsidiaries. Nothing in this Section 7(d) shall be taxable income construed to release the Company from its commitment to indemnify the Executive and hold the Executive harmless from and against any claim, loss or cause of action arising from or out of the Executive's performance as an officer, director or employee of the Company or any of its Affiliates shall pay Subsidiaries or in any other capacity, including any fiduciary capacity, in which the Executive promptly after served at the provision request of such benefits additional cash payments the Company to the maximum extent necessary for permitted by applicable law and the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be paid within the Delay Period Governing Documents. (as defined in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereafter.e)

Appears in 1 contract

Samples: Employment Continuation Agreement (Chrysler Corp /De)

Continuation of Benefits. The Executive (andi) Subject to Sections 5(f)(ii) and 5(i) hereof, to in the extent applicable, event that the Executive’s dependentsemployment is terminated during the Employment Term by the Executive for Good Reason or by the Company for Disability or any reason (including by the Company giving a Non-Renewal Notice) shall be entitled, after the Date of Termination until the end other than for Cause and not as a result of the second calendar year following the calendar year death of the Date of Termination Executive, the Executive shall continue to be entitled to receive post-employment group health, dental, vision and executive health reimbursement benefits under the Company’s welfare benefit plans (the “End Date”), to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination (collectively, the “Continuing Benefit Welfare Plans”); provided that coverage with regard to medical, dental and long-term disability benefits ) for the a period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease time commencing on the date, if any, prior date of his termination and ending on the first to occur of (x) the End Date second anniversary of his termination date or (y) the date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees to notify the Company promptly if and when Executive begins commences full-time employment with another employer (the “Coverage Period”), provided, that in order to receive such continued coverage, the Executive shall be required to timely elect COBRA coverage under the Welfare Plans and if and when Executive becomes eligible to participate in any benefit or other welfare planspay the full applicable monthly COBRA premium (the “COBRA Premium”), programs or arrangements of another employeras described below, during the Coverage Period. The Executive’s participation in COBRA continuation period shall run simultaneously during the Continuing Benefit Plans will be on Coverage Period. During the same terms and conditions that would have applied had the Executive continued to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or programCoverage Period, the Company shall provide withhold from the Executive’s severance pay each month the applicable monthly COBRA Premium for the Welfare Plans (or based on the Executive’s coverage level on his termination date). The Company shall cause reimburse the Executive for this payment by providing an additional severance benefit in an amount equal to be providedthe applicable monthly COBRA premium for the Welfare Plans (determined based on the Executive’s coverage level on his termination date) comparable benefits under another plan or from its general assetsfor the period commencing on the Executive’s termination date and ending on the last day of the Coverage Period, grossed up by the Executive’s taxes paid on this COBRA Premium. To the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(hFor purposes of this Section 5(f)(i) and such coverage would be discriminatory thereunderonly, the premiums (both during COBRA premium for the Company’s group health, dental and after vision plans will be determined based on the eighteen (18)-month period) COBRA rates at the time of the Executive’s termination and the COBRA premium for the Company’s executive health reimbursement benefits shall be taxable income to based on the premium amount the Executive and was paying at the Company or its Affiliates shall pay the Executive promptly after the provision time of such benefits additional cash payments to the extent necessary for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be paid within the Delay Period (as defined in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereafterExecutive’s termination.

Appears in 1 contract

Samples: Employment Agreement (Key Energy Services Inc)

Continuation of Benefits. The Executive With respect to each Continuing Employee, following the Closing until the twelve (and, to 12) month anniversary of the extent applicableClosing Date or such longer period required by applicable Law (such period, the Executive’s dependents) shall be entitled, after the Date of Termination until the end of the second calendar year following the calendar year of the Date of Termination (the End DateBenefits Continuation Period”), Buyer shall, and shall cause its Affiliates to continue participation (and shall cause any other Person providing compensation and benefits on their behalf to): (a) provide to such Continuing Employee who remains employed no less favorable base salary, wage rates and target short-term cash bonus opportunities (excluding equity or equity-based, retention, change in all control and transaction-based compensation), as applicable, than the base salary, wage rates and target short-term cash bonus opportunities (excluding equity or equity-based, retention, change in control and transaction-based compensation) provided by Seller and its Affiliates immediately prior to the Closing and (b) maintain employee benefits (excluding defined benefit pension, nonqualified deferred compensation, retiree medical and welfare benefits) under plans, programs and arrangements that will provide benefits to such Continuing Employee that are substantially comparable to the benefits to similarly situated employees of Buyer and its Affiliates (excluding defined benefit pension, nonqualified deferred compensation, retiree medical and welfare benefits). With respect to any Continuing Employee who holds a Forfeited Seller Equity Award, on the employee and executive plans providing medicalClosing Date or as soon as reasonably practicable following the Closing Date (but in no event later than thirty (30) days following the Closing Date), dental and Buyer shall, or shall cause its Affiliates to, grant each such Continuing Employee a long-term disability benefits that the Executive participated incentive award, which shall be cash or equity-based in prior Buyer’s sole discretion, (a “Replacement LTI Award”) in an amount equal to the Date of Termination (collectively, the “Continuing Benefit Plans”); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end value of the eighteen (18)-month period following Forfeited Seller Equity Award, with the Date value of Termination shall be deemed any Forfeited Seller Equity Award to be monthly, in-kind payments calculated by multiplying (i) the number of Seller Shares subject to such Forfeited Seller Equity Award (including Seller Shares underlying dividend equivalent units) by (ii) the premiums and will be taxable income to average closing price of a Seller Share on The Nasdaq Stock Market LLC over the Executive; and provided further that the participation by the Executive ninety (and, to the extent applicable, the Executive’s dependents90) in any Continuing Benefit Plan shall cease trading days ending on the date, if any, prior to day immediately preceding the End Date Closing Date. Each Replacement LTI Award will vest based on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees to notify the Company promptly if and when Executive begins applicable Continued Employee’s continued employment with another employer Buyer and if its Affiliates on the same vesting date(s) and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s participation in the Continuing Benefit Plans will be on accordance with the same terms and conditions that would have as applied had to the Executive continued corresponding Forfeited Seller Equity Award and will vest upon a termination of employment after the Closing Date to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Date. To the same extent any such benefits cannot be provided under in the terms and conditions of the original Forfeited Seller Equity Award. Buyer’s obligation to grant Replacement LTI Awards under this Section 7.06 shall be subject to its receipt, no later than ten (10) Business Days prior to the Closing Date, of a then-current schedule of time-vesting restricted stock unit awards in respect of Seller Shares granted pursuant to the Seller Incentive Plan which are held by any Business Employees setting forth, for each such award, (i) the number of Seller Shares remaining subject to the award and (ii) the vesting schedule applicable planto such award. Notwithstanding the foregoing, policy nothing contemplated by this Agreement shall be construed as requiring either Buyer or program, any of its Affiliates to continue the Company shall provide (or shall cause to be provided) comparable benefits under another plan or from its general assets. To the extent employment of any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunder, the premiums (both during and Continuing Employee for any period after the eighteen (18)-month period) shall be taxable income to the Executive and the Company or its Affiliates shall pay the Executive promptly after the provision of such benefits additional cash payments to the extent necessary for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the CompanyClosing Date; provided that any such additional cash payment that would employee whose employment is terminated during the Benefits Continuation Period under circumstances giving rise to severance compensation and benefits shall be paid within the Delay Period (eligible to receive from Buyer severance compensation and benefits as defined provided in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereafter7.08.

Appears in 1 contract

Samples: Equity Purchase Agreement (Sunpower Corp)

Continuation of Benefits. The Executive (and, to the extent applicable, the Executive’s dependents) shall be entitled, after the Date of Termination until the end of the second calendar year following the calendar year third anniversary of the Date of Termination (the “End Date”), to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination Termination, other than supplemental long-term disability policies, (collectively, the “Continuing Benefit Plans”); provided that coverage (with regard to medical, medical and dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination Termination) shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees In addition to notify the foregoing, for the period after the Date of Termination until the End Date, the Company promptly if and when shall reimburse the Executive begins employment with another employer and if and when for the purchase of long-term disability insurance prior to the end of each calendar year during such period in an amount not to exceed $50,000 per calendar year, upon presentation by the Executive becomes eligible of receipts therefor prior to participate the end of the calendar year in any benefit or other welfare plans, programs or arrangements of another employerwhich such expense is incurred by the Executive. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause to be provided) a comparable benefits benefit under another plan or from its general assetsplan. To the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section Section 105(h) of the Code and such coverage would be discriminatory thereunder, the premiums (both during and after the eighteen (18)-month period) shall be taxable income to the Executive and the Company or its Affiliates shall pay the Executive promptly (and in all events within 30 days) after the provision of such benefits additional cash payments to the extent necessary for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be paid within the Delay Period (as defined in Section 2(d) 13 hereof) shall not be paid during such Delay Periodperiod, but shall be paid immediately thereafter.

Appears in 1 contract

Samples: Employment Continuation Agreement (Phoenix Companies Inc/De)

Continuation of Benefits. The If the Executive receives the Severance Amount described in this Section 3, the Executive (and, to the extent applicable, the Executive’s his dependents) shall be entitled, after the Date of Termination until the end earlier of (x) the second calendar year following the calendar year first anniversary of the his Date of Termination (the “End Date”), to continue participation in all of ) or (y) the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination (collectively, the “Continuing Benefit Plans”); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which date the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees employer, to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s continue participation in all of the Continuing Company’s employee and executive welfare and fringe benefit plans (the “Benefit Plans will be on the same terms and conditions that would have applied had Plans”) as were generally provided to the Executive continued in accordance with the Company’s policies and practices immediately prior to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Change of Control Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause to be provided) a comparable benefits benefit under another plan or from its the Company’s general assets. To The 1 The applicable multiples for the Company’s Named Executives are as follows: three times for Xxxxx X. Xxxxxxx, President and Chief Executive Officer of the Company; two times for L. Xxxxx Xxxxx, Vice President and Chief Financial Officer of the Company; two times for Xxxxxxx X. Xxxxxxx, Vice President, General Counsel and Secretary of the Company; one time for Xxxxxxx X. X’Xxxxxx, Vice President and Chief Commercial and Marketing Officer of the Company; and one time for Xxxxxx X. Xxxxxx, Vice President and Chief Safety and Operations Officer of the Company. Executive’s participation in the Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued to be employed by the Company through the End Date; provided, however, that to the extent that the benefits provided under any such Benefit Plan are not medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(h) benefits and such coverage would be discriminatory thereunder, the premiums (both during and after the eighteen (18)-month period) shall be taxable income to the Executive and the Company or its Affiliates shall pay the Executive promptly after the provision of such benefits additional cash payments would not be exempt from Federal income taxation (the “Taxable Other Benefits”), the Executive will reimburse the Company for the full cost of such Taxable Other Benefits for the first six months following the Executive’s termination of employment (unless and solely to the extent necessary for the Executive elects, within ten business days of the date of the Executive’s termination, to receive forego receipt of such Taxable Other Benefits under this Agreement); and provided further that, notwithstanding anything in this Agreement to the same net after-tax contrary, in no event shall the benefits that provided under this clause (b) during any calendar year affect the Executive would have received benefits provided under this clause (b) during any other calendar year and, to the extent any reimbursement or payment is made in respect of, or in lieu of the provision of, Benefit Plans, such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash reimbursement or payment that would be paid within the Delay Period (as defined in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereaftermade no later than December 31 following the calendar year in which the expense is incurred or the benefits would otherwise have been provided.

Appears in 1 contract

Samples: Employment Protection Agreement (Landstar System Inc)

Continuation of Benefits. The Executive If Senior Officer is entitled to receive the Severance Amount described in Section 7(c)(i), Senior Officer (and, to the extent applicable, the ExecutiveSenior Officer’s dependents) shall be entitled, after the Date of Termination and until the end earlier of (A) the second calendar year following the calendar year anniversary of the Date of Termination (the “End Date”), to continue participation in all of ) or (B) the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination (collectively, the “Continuing Benefit Plans”); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the Executive date Senior Officer becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees employer, to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare plans, programs or arrangements of another employer. The Executive’s continue participation in all of the Continuing Company’s employee welfare benefit plans including the Company’s hospital, medical, accident, disability, and life insurance plans (the “Benefit Plans will be on Plans”) as were generally provided to Senior Officer in accordance with the same terms Company’s policies and conditions that would have applied had practices immediately before the Executive continued to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Effective Date. To the extent any such benefits cannot be provided under the terms of the applicable plan, policy or program, the Company shall provide (or shall cause pay Senior Officer an amount equal to the cost to the Company of providing such coverage at the same time as the Severance Amount is payable to Senior Officer. Senior Officer’s participation in the Benefit Plans will be on the same terms and conditions that would have applied had Senior Officer continued to be provided) comparable benefits under another plan or from its general assetsemployed by the Company through the End Date. To the extent any medical or dental plan Benefit Plan is a self-insured medical reimbursement group health or dental benefit plan, then in addition to any other limitation provided hereunder, the period of coverage provided by this Section 7(c)(iii) under such self-insured group health or dental benefit plan shall not exceed the period of time during which Senior Officer would be entitled to receive continuation coverage under Code section 105(hSection 4980B (“COBRA”) and if Senior Officer had elected such coverage would be discriminatory thereunderand paid the premiums required by COBRA. To the extent that immediately preceding sentence applies, the premiums (both during and after the eighteen (18)-month period) Company shall be taxable income pay Senior Officer an amount equal to the Executive and the Company or its Affiliates shall pay the Executive promptly after the provision cost of such benefits additional cash payments COBRA continuation coverage for a period equal to the extent necessary for excess of (i) 24 months minus (ii) the Executive number of months of COBRA coverage initially available to receive Senior Officer, as determined in good faith by the Company, at the same net after-tax benefits that time as the Executive would have received under such plans if the Executive had continued Severance Amount is payable to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be paid within the Delay Period (as defined in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereafterSenior Officer.

Appears in 1 contract

Samples: Employment Continuation Agreement (Protective Life Corp)

Continuation of Benefits. The Executive For the one-year period immediately following the Closing Date, Purchaser will, or will cause its Affiliates to, provide each Transferred Employee with (anda) salary or a base wage rate, as applicable, that in each case is no less favorable to such Transferred Employee than that in effect immediately prior to the extent applicableTransfer Time, (b) annual cash bonus opportunity no less favorable to such Transferred Employee than those annual cash bonus opportunities applicable to similar situated employees of Purchaser and its Affiliates, it being understood that such opportunity for the Executive’s dependents) then current annual performance period shall be entitled, after prorated for the Date remainder of Termination until the performance period between the Transfer Time and the end of the second calendar year following then current annual performance period, (c) beginning for the calendar year 2016 performance year, equity and equity-based compensation plans and arrangements that are substantially comparable to those applicable to similarly situated employees of Purchaser and its Affiliates, and (d) employee benefit plans and arrangements (other than salary, annual cash bonus opportunities and equity and equity-based compensation plans and arrangements) that are at least substantially comparable in the aggregate to either those applicable to the Transferred Employees in effect immediately prior to the Transfer Time or those applicable to similarly situated employees of Purchaser and its Affiliates when applying the same eligibility criteria that apply in the normal course to Purchaser employees. To fulfill the obligations set forth in this Section 6.02(d) in respect to group medical, dental, and vision coverage, if considered reasonably necessary by Purchaser to effectuate an orderly transition of participation from Seller’s to Purchaser’s group medical, dental, and vision plans, Purchaser may provide such benefits to a Transferred Employee, by covering the portion of the Date cost of Termination continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (the End DateCOBRA), to continue participation ) in all respect of the employee and executive plans providing Seller’s group medical, dental and long-term disability benefits that vision plans in an amount equal to the Executive participated difference between (i) the COBRA premium applicable to such Transferred Employee and (ii) the amount of the Transferred Employee’s employee premium as in effect immediately prior to the Date of Termination (collectively, the “Continuing Benefit Plans”); provided that coverage with regard Transfer Time. If Purchaser chooses to provide group medical, dental and long-term disability benefits for vision coverage in this manner, (A) payment of such premiums by Purchaser would continue only during the period after between the end of Transfer Time and the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date last date on which the Executive becomes eligible for comparable benefits under a similar planTransferred Employee had the opportunity to enroll in Purchaser’s group medical, policy or program of a subsequent employer (“Prior Date”). The Executive agrees to notify the Company promptly if dental and when Executive begins employment with another employer and if and when Executive becomes eligible to participate in any benefit or other welfare vision plans, programs or arrangements which date shall be no later than June 1, 2016; (B) Purchaser will pay the full amount of another employer. The Executive’s participation in the Continuing Benefit Plans will be on the same terms and conditions that would have applied had the Executive continued such premiums to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided Seller under the terms of the Transition Services Agreement and shall collect from each impacted Transferred Employee the employee portion of the premium, and (C) premiums will be based on the COBRA premiums established in the normal course by Seller under its applicable plan, policy or program, the Company shall provide (or shall cause to be provided) comparable benefits under another plan or from its general assets. To the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunder, the premiums (both during and after the eighteen (18)-month period) shall be taxable income to the Executive and the Company or its Affiliates shall pay the Executive promptly after the provision of such benefits additional cash payments to the extent necessary group health plans for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be paid within the Delay Period (as defined in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereafterperiod at issue.

Appears in 1 contract

Samples: Asset Purchase Agreement (Target Corp)

Continuation of Benefits. The Executive (andXxxxx will continue to participate in the Company’s employee benefit programs, to including the extent applicableGreater Bay Bancorp 401(k) Plan and the Company’s group health insurance coverage and dental, life and disability insurance programs, through the Executive’s dependents) shall be entitled, after the Date of Termination until the end Retirement Date. As of the second calendar year day following the calendar year of Retirement Date, Xxxxx will no longer actively participate in the Date of Termination (the “End Date”)Company’s 401(k) Plan, to continue participation in all of the employee and executive plans providing medical, dental and long-term disability benefits that the Executive participated in prior to the Date of Termination (collectively, the “Continuing Benefit Plans”); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination shall Xxxxx will not be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes eligible entitled to participate in any other Company employee benefit program, except to the extent expressly set forth in this Agreement and permitted under the documents governing such program. Xxxxx will be entitled to receive retirement, life insurance and deferred compensation benefits that have accrued and vested on or other welfare plansbefore the Retirement Date in accordance with the terms and conditions of the plans or agreements applicable to such benefits. During the term of Xxxxx’x membership on the board of directors and/or advisory board of Cupertino National Bank, programs or arrangements of another employer. The Executive’s participation he shall be entitled to continue to participate in the Continuing Benefit Plans will be Company’s group health insurance coverage and dental, life and disability insurance programs on the same terms as apply to other nonemployee members of boards of directors and/or advisory boards of the Company’s subsidiaries. After Xxxxx’x membership on the board of directors and/or advisory board of Cupertino National Bank has ended, and conditions that would have applied had the Executive continued until Xxxxx is eligible to be employed by enroll in Medicare, the Company or will continue Xxxxx’x participation in the Affiliate Company’s group health insurance coverage, dental, life and disability insurance programs that employs the Executive through the End Date or the Prior Date. To are applicable to nonemployee directors, if and to the extent any such benefits cannot be provided permissible under the terms of documents governing such programs. Notwithstanding the applicable planforegoing, policy or programduring the first 21 months following the Retirement Date, the Company shall provide pay the cost of Xxxxx’x individual coverage under the Company’s group health insurance program, and any dependent coverage under such program will be provided on the same financial terms as apply from time to time to employees of the Company. After the first 21 months following the Retirement Date, any and all insurance coverage for Xxxxx and his dependents shall be at Xxxxx’x own expense. When Xxxxx’x Company provided group health coverage ceases, Xxxxx will be entitled to elect continued group health insurance coverage in accordance with applicable provisions of federal law (or shall cause to be providedCOBRA) comparable benefits under another plan or from its general assetsat his own expense. To On the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunderRetirement Date, the premiums (both during and after Company shall make payment to Xxxxx of all wages earned, including accrued but unused vacation, through the eighteen (18)-month period) shall be taxable income to the Executive and the Company or its Affiliates shall pay the Executive promptly after the provision of such benefits additional cash payments to the extent necessary for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would be paid within the Delay Period (as defined in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereafterRetirement Date.

Appears in 1 contract

Samples: Confidential Separation Agreement (Greater Bay Bancorp)

Continuation of Benefits. The Executive For (andi) one(1) years after the date of a Change in Control, to or (ii) the extent applicableremainder of the Term, whichever is longer, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue to pay all amounts in respect of any benefits provided to Executive and/or Executive’s dependents) shall be entitledfamily pursuant to this Agreement are provided by the Company the benefits to Executive and/or Executive’s family in amounts at least equal to those which would have been paid by the Company for such benefits as would have been provided to Executive and/or Executive’s family in accordance with the plans, after programs, practices and policies described in this Agreement if Executive’s employment had not been terminated or the Date of Termination until the end Change in Control had not occurred or, if more favorable to Executive, as in effect generally at any time thereafter with respect to other peer executives of the second calendar year following the calendar year of the Date of Termination (the “End Date”)Company and its affiliated companies and their families; provided, to continue participation in all of the employee and executive plans providing medicalhowever, dental and long-term disability benefits that the if Executive participated in prior to the Date of Termination (collectively, the “Continuing Benefit Plans”); provided that coverage with regard to medical, dental and long-term disability benefits for the period after the end of the eighteen (18)-month period following the Date of Termination shall be deemed to be monthly, in-kind payments of the premiums and will be taxable income to the Executive; and provided further that the participation thereafter becomes employed by the Executive (and, to the extent applicable, the Executive’s dependents) in any Continuing Benefit Plan shall cease on the date, if any, prior to the End Date on which the Executive becomes eligible for comparable benefits under a similar plan, policy or program of a subsequent employer (“Prior Date”). The Executive agrees to notify the Company promptly if and when Executive begins employment with another employer and if and when Executive becomes is eligible to participate in any benefit receive medical or other welfare benefits under such employer’s plans, programs or arrangements the medical and other welfare benefits described herein shall be secondary to those provided under such other employer’s plans during any applicable period of another employer. The Executive’s participation eligibility thereunder. For purposes of determining eligibility (but not the time of commencement of benefits) of Executive for retiree benefits pursuant to such plans, practices, programs and policies, Executive shall be considered to have remained employed until one(1) years after the date of termination or Change in the Continuing Benefit Plans will be Control, whichever is later, and to have retired on the same terms and conditions that would have applied had the last day of such period. If due to insurance company or Internal Revenue Service restrictions, Executive continued is ineligible to continue to be employed by the Company or the Affiliate that employs the Executive through the End Date or the Prior Date. To the extent any such benefits cannot be provided covered under the terms of the applicable plan, policy any such benefit plan or program, or in the event Executive is eligible but the benefits applicable to Executive under any such plan or program after termination of employment or Change in Control are not substantially equivalent to the benefits applicable to Executive immediately prior to termination or Change in Control or, if more favorable to Executive, during the one(1) year period thereafter, the Company shall provide (substantially equivalent benefits, or shall cause to be provided) comparable benefits under another plan or from its general assets. To the extent any medical or dental plan is a “self-insured medical reimbursement plan” under Code section 105(h) and such coverage would be discriminatory thereunder, the premiums (both during and after the eighteen (18)-month period) shall be taxable income to the Executive and the Company or its Affiliates shall pay the Executive promptly after the provision of such benefits additional cash payments to the extent necessary for the Executive to receive the same net after-tax benefits that the Executive would have received under such plans if the Executive had continued to receive such plan benefits while employed with the Company; provided that any such additional cash payment that would benefits as may be paid within the Delay Period (as defined in Section 2(d) hereof) shall not be paid during such Delay Period, but shall be paid immediately thereafternecessary to make Executive whole through other sources.

Appears in 1 contract

Samples: Executive Employment Agreement (Baltia Air Lines Inc)

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