Common use of Continued Benefits Clause in Contracts

Continued Benefits. In the event that any cash bonuses have been paid to you following the Commencement Date, you shall also be entitled to receive, with respect to each complete or partial calendar year prior to the expiration of the Continuation Period with respect to which, as of the date of termination of the Employment Term, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following the Commencement Date. In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period shall be pro-rated based on the number of days prior to the expiration of the Continuation Period during such calendar year. For purposes of this Paragraph 12, the term “Continuation Period” shall mean the period commencing on the date that the Employment Term is terminated by Studio other than for cause or incapacity and ending on the Expiration Date; provided that, if such termination occurs during the 12-month period following a “change of control” (as defined in Paragraph 25), then the Continuation Period shall instead end on the later of the Expiration Date and the second anniversary of the termination of the Employment Term.

Appears in 5 contracts

Samples: Employment Agreement (DreamWorks Animation SKG, Inc.), Employment Agreement (DreamWorks Animation SKG, Inc.), Employment Agreement (DreamWorks Animation SKG, Inc.)

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Continued Benefits. In the event that any cash bonuses have been paid to you following the Commencement Date, you shall also be entitled to receive, with respect to each complete or partial calendar year prior to the expiration of the Continuation Period with respect to which, as of the date of termination of the Employment Term, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following in respect of years during the Commencement Employment Term for which you were eligible for an annual cash bonus; provided, however, that, in the event that the Employment Term is terminated other than for cause or on account of incapacity prior to the date in 2015 on which the Compensation Committee determines the annual cash bonuses for Studio’s other executive officers (the “Bonus Determination Date”), then the Bonus Equivalent Payment shall be deemed to be the annual cash bonus that you would have received for 2014 had you remained an employee until the Bonus Determination Date (computed in the manner generally used in determining annual cash bonuses of Studio’s other executive officers). In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period shall be pro-rated based on the number of days prior to the expiration of the Continuation Period during such calendar year. For purposes of this Paragraph 12, the term “Continuation Period” shall mean the period commencing on the date that the Employment Term is terminated by Studio other than for cause or incapacity and ending on the Initial Expiration Date (or, if applicable, the Extended Expiration Date); provided that, if such termination occurs during the 12-month period following a “change of control” (as defined in Paragraph 25), then the Continuation Period shall instead end on the later of the Initial Expiration Date (or, if applicable, the Extended Expiration Date) and the second anniversary of the termination of the Employment Term.

Appears in 2 contracts

Samples: Employment Agreement (DreamWorks Animation SKG, Inc.), Employment Agreement (DreamWorks Animation SKG, Inc.)

Continued Benefits. In the event that any cash bonuses have been paid to you following during the Commencement Datecourse of your employment with Studio for your service beginning on or after January 1, 2010, you shall also be entitled to receive, with respect to each complete or partial calendar year prior to the expiration of the Continuation Period with respect to which, as of the date of termination of the Employment Term, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following the Commencement DateJanuary 1, 2010. In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period shall be pro-rated based on the number of days prior to the expiration of the Continuation Period during such calendar year. For purposes of this Paragraph 12, the term “Continuation Period” shall mean the period commencing on the date that the Employment Term is terminated by Studio other than for cause or incapacity and ending on the Expiration Date; provided that, if such termination occurs during the 12-month period following a “change of control” (as defined in Paragraph 25), then the Continuation Period shall instead end on the later of the Expiration Date and the second anniversary of the termination of the Employment Term.

Appears in 1 contract

Samples: Employment Agreement (DreamWorks Animation SKG, Inc.)

Continued Benefits. In the event that any cash bonuses have been paid to you following during the Commencement DateEmployment Term, you shall also be entitled to receive, with respect to each complete or partial calendar year prior to the expiration of the Continuation Period Employment Term with respect to which, as of the date of termination of the Employment Termyour employment, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following during the Commencement DateEmployment Term. In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period Employment Term shall be pro-rated based on the number of days prior to the expiration of the Continuation Period Employment Term during such calendar year. For purposes In the event of termination of your employment without cause pursuant to this Paragraph 12, all the equity-based compensation specified in Paragraph 4.b hereof held by you shall accelerate vesting (with respect to grants having performance-based vesting criteria, on the basis that any mid-range or “target” goals rather than premium goals are deemed to have been achieved) and will, subject to the other terms and conditions of the grants, remain exercisable for the remainder of the term “Continuation Period” of the grant; however, you will not be entitled to receive any future equity-based compensation. All outstanding RSUs (whether subject to time-based or performance-based vesting criteria) will be settled not later than thirty (30) days following your termination of employment. If your services are terminated pursuant to this paragraph, you shall mean the period commencing on the date that the Employment Term is terminated not be obligated to secure other employment to mitigate damages incurred by Studio or any payment due you as a result of your termination hereunder. You agree that you will have no rights or remedies in the event of your termination without cause other than for cause or incapacity and ending on those set forth in the Expiration Date; provided that, if such termination occurs during Agreement to the 12-month period following a “change of control” (as defined in Paragraph 25), then the Continuation Period shall instead end on the later of the Expiration Date and the second anniversary of the termination of the Employment Termmaximum extent required by law.

Appears in 1 contract

Samples: Employment Agreement (DreamWorks Animation SKG, Inc.)

Continued Benefits. In the event that any cash bonuses have been paid to you following during the Commencement DateEmployment Term, you shall also be entitled to receive, with respect to each complete or partial calendar year prior to the expiration of the Continuation Period Employment Term with respect to which, as of the date of termination of the Employment Termyour employment, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following during the Commencement DateEmployment Term. In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period Employment Term shall be pro-rated based on the number of days prior to the expiration of the Continuation Period Employment Term during such calendar year. For purposes In the event of termination of your employment without cause pursuant to this Paragraph 12, all the equity-based compensation held by you shall accelerate vesting (with respect to grants having performance-based vesting criteria, on the basis that any mid-range or “target” goals rather than premium goals are deemed to have been achieved) and will, subject to the other terms and conditions of the grants, remain exercisable for the remainder of the term “Continuation Period” of the grant; however, you will not be entitled to receive any future equity-based compensation. All such outstanding restricted stock units (whether subject to time-based or performance-based vesting criteria) will be settled not later than thirty (30) days following your termination of employment. If your services are terminated pursuant to this paragraph, you shall mean not be obligated to secure other employment to mitigate damages incurred by Studio or any payment due you as a result of your termination hereunder; provided that any compensation earned from any employment obtained by you during the period commencing on the date that remainder of the Employment Term is will reduce on a dollar-for-dollar basis Studio’s payment obligations under this Agreement, except if your services are terminated by Studio other than for cause or incapacity and ending on the Expiration Date; provided that, if such termination occurs during the 12-month period following a “change of control” (as defined provided in Paragraph 25), then 25 hereof. You agree that you will have no rights or remedies in the Continuation Period shall instead end on event of your termination without cause other than those set forth in the later of Agreement to the Expiration Date and the second anniversary of the termination of the Employment Termmaximum extent required by law.

Appears in 1 contract

Samples: Employment Agreement (DreamWorks Animation SKG, Inc.)

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Continued Benefits. In the event that any cash bonuses have been paid to you following during the Commencement DateEmployment Term for your service beginning on or after January 19, 2007, you shall also be entitled to receive, with respect to each complete or partial calendar year prior to the expiration of the Continuation Period with respect to which, as of the date of termination of the Employment Termyour employment, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following during the Commencement DateEmployment Term. In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you in accordance with the Company's standard practices related to annual incentive compensation of similarly situated executives, but in any event no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period shall be pro-rated based on the number of days prior to the expiration of the Continuation Period during such calendar year. For purposes of this Paragraph 12, the term “Continuation Period” shall mean be defined as follows: (A) in the period commencing on the date event that the Employment Term your employment is terminated by Studio other than for cause or incapacity and ending on the Expiration Date; provided thatincapacity, if unless such termination occurs is during the 12-month period following a “change of control” (as defined in Paragraph 25), then “Continuation Period” shall mean the period commencing on the date of such termination and ending on the expiration of the Initial Term (or, if applicable, the Extended Term) and (B) in the event that your employment is terminated by Studio other than for cause or incapacity during the 12-month period following a “change of control”, then “Continuation Period Period” shall instead end mean the period commencing on the termination of your employment and ending on the later of the Expiration Date expiration of the Initial Term (or, if applicable, the Extended Term) and the second anniversary of the termination of your employment. In the Employment Termevent of termination of your employment without cause pursuant to this Paragraph 12, (x) in the case of equity-based compensation awards that are subject to time-based vesting criteria, the full amount of such awards will vest on the date of the termination of your employment, and (y) in the case of equity-based compensation awards that are subject to performance-based vesting criteria, following the date of the termination of your employment, such awards will continue to remain subject to the achievement of performance goals, as provided pursuant to the Plan and the agreements evidencing such awards and to such other terms and conditions as may be determined by the Compensation Committee at the time of the grant. Notwithstanding clause (y) of the immediately preceding sentence, in the event that a change of control (as defined in Paragraph 25) occurs prior to the end of the applicable performance period, unless provision is made in connection with such change of control for assumption of such awards or substitution for such awards in the manner described in Paragraph 25.a, such awards shall be treated in accordance with the proviso of Paragraph 25.

Appears in 1 contract

Samples: Employment Agreement (DreamWorks Animation SKG, Inc.)

Continued Benefits. At the end of the Continuation Period, you shall have the right to take over and continue, at your option and at your own expense, any benefits which by the terms of such benefit plans may be assumed. In the event that any cash bonuses have been paid to you following during the Commencement DateEmployment Term, you shall also be entitled to receive, with respect to each complete or partial calendar year prior to the expiration of the Continuation Period with respect to which, as of the date of termination of the Employment Term, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following in respect of the Commencement years during the Employment Term for which you were eligible for an annual cash bonus; provided, however, in the event that you are terminated, other than for cause or on account of your being medically disabled, prior to the date in 2014 on which the Compensation Committee determines the annual cash bonuses for Studio’s other executive officers (the “Bonus Determination Date”), then the Bonus Equivalent Payment shall be deemed to be the annual cash bonus that you would have received for 2013 had you remained an employee until the Bonus Determination Date (computed in the manner generally used in determining the annual cash bonuses of Studio’s other executive officers). In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period shall be pro-rated based on the number of days prior to the expiration of the Continuation Period during such calendar year. For purposes of this Paragraph 12, the term “Continuation Period” shall mean the period commencing on the date that the Employment Term is terminated by Studio other than for cause or incapacity because you become “medically disabled” (as defined in Paragraph 9) and ending on the Expiration Date; provided that, if such termination occurs during the 12-month period following a “change of control” (as defined in Paragraph 25), then the Continuation Period shall instead end on the later of the Expiration Date and the second anniversary of the termination of the Employment Term.

Appears in 1 contract

Samples: Employment Agreement (DreamWorks Animation SKG, Inc.)

Continued Benefits. In the event that any cash bonuses have been paid to you following during the Commencement DateEmployment Term, you shall also be entitled to receive, with respect to each complete or partial calendar year prior to the expiration of the Continuation Period Employment Term with respect to which, as of the date of termination of the Employment Termyour employment, Studio has not yet paid annual cash bonuses (if any) under its short term incentive plan to similarly situated active employees (each such year, a “Bonus Entitlement Year”), an annual cash payment (such payment, a “Bonus Equivalent Payment”) in an amount equal to the average annual cash bonuses (including any $0 bonuses) that have been paid (whether or not deferred) to you, if any, following during the Commencement DateEmployment Term. In the event that you become entitled to a Bonus Equivalent Payment in accordance with the preceding sentence, such Bonus Equivalent Payment will be made to you no earlier than January 1 and no later than December 31 of the calendar year following the Bonus Entitlement Year to which such Bonus Equivalent Payment relates, and the Bonus Equivalent Payment relating to the calendar year for the last year of the Continuation Period Employment Term shall be pro-rated based on the number of days prior to the expiration of the Continuation Period Employment Term during such calendar year. For purposes In the event of termination of your employment without cause pursuant to this Paragraph 12, all the equity-based compensation specified in Paragraph 4.b hereof held by you shall accelerate vesting (with respect to grants having performance-based vesting criteria, on the basis that any mid-range or “target” goals rather than premium goals are deemed to have been achieved) and will, subject to the other terms and conditions of the grants, remain exercisable for the remainder of the term “Continuation Period” of the grant; however, you will not be entitled to receive any future equity-based compensation. All outstanding restricted stock units (whether subject to time-based or performance-based vesting criteria) will be settled not later than thirty (30) days following your termination of employment. If your services are terminated pursuant to this paragraph, (a) you shall mean the period commencing on the date that the Employment Term is terminated not be obligated to secure other employment to mitigate damages incurred by Studio or any payment due you as a result of your termination hereunder, and (b) the provisions of Paragraph 8.a shall not apply. You agree that you will have no rights or remedies in the event of your termination without cause other than for cause or incapacity and ending on those set forth in the Expiration Date; provided that, if such termination occurs during Agreement to the 12-month period following a “change of control” (as defined in Paragraph 25), then the Continuation Period shall instead end on the later of the Expiration Date and the second anniversary of the termination of the Employment Termmaximum extent required by law.

Appears in 1 contract

Samples: Employment Agreement (DreamWorks Animation SKG, Inc.)

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